BE
DEEMED INCORPORATED INTO AND MADE A PART OF THE CREDIT AGREEMENT AND THE LOAN
DOCUMENTS.
ALL SUCH INSTRUMENTS, AGREEMENTS AND DOCUMENTS, AND THIS AGREEMENT,
SHALL BE CONSTRUED AS INTEGRATED AND COMPLEMENTARY OF EACH OTHER, AND, EXCEPT AS
OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT, AS AUGMENTING AND NOT
RESTRICTING THE AGENT AND THE LENDERS' RIGHTS, REMEDIES, BENEFITS AND SECURITY.
IF AFTER APPLYING THE FOREGOING AN INCONSISTENCY STILL EXISTS, THE PROVISIONS OF
THIS AGREEMENT SHALL CONSTITUTE AN AMENDMENT TO THE CREDIT AGREEMENT AND SHALL
CONTROL.
30.
OTHER TERMS.
SUBJECT TO THE PROVISIONS OF
THIS AGREEMENT, ALL OTHER TERMS OF THE CREDIT AGREEMENT, INCLUDING WITHOUT
LIMITATION, THE REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED THEREIN, IN
THE LOAN DOCUMENTS AND IN THE WAIVER AGREEMENTS DATED AUGUST 8, 2005,
OCTOBER 14, 2005 AND NOVEMBER 7, 2005, ARE NOT MODIFIED BY THIS AGREEMENT OR ANY
OF THE DOCUMENTS, AGREEMENTS OR INSTRUMENTS REFERRED TO HEREIN AND SHALL REMAIN
IN FULL FORCE AND EFFECT BETWEEN THE PARTIES
NOTHING IN THIS AGREEMENT OR ANY RELATED DOCUMENTS SHALL CONSTITUTE A WAIVER OF
ANY EXISTING OR FUTURE EVENT OF DEFAULT OR, TO THE EXTENT NOT EXPRESSLY PROVIDED
HEREIN, ANY RIGHTS AND/OR REMEDIES OF THE AGENT AND THE LENDERS.
NOTHING IN
THIS AGREEMENT SHALL AFFECT OR IMPAIR THE EFFECTIVENESS OF ANY OF THE GUARANTY
OF THE GUARANTOR WITH RESPECT EITHER TO EXISTING OR FUTURE INDEBTEDNESS OF THE
BORROWERS TO THE AGENT AND THE LENDERS.
THE GUARANTOR, IN CONSIDERATION OF THE
AGENT AND THE LENDERS ENTERING INTO THIS AGREEMENT HEREBY IRREVOCABLY AND
SPECIFICALLY
12
WAIVES AND RELEASES ANY AND ALL DEFENSES AND/OR GROUNDS OF AVOIDANCE SUCH
GUARANTOR HAS OR MAY BELIEVE IT HAS TO ANY OR ALL OF ITS OBLIGATIONS UNDER ANY
OF THE GUARANTY REFERRED TO HEREIN, INCLUDING, WITHOUT LIMITATION, ANY DEFENSE
OR GROUND OF AVOIDANCE BASED ON LACK OF PERFECTION OF ANY SECURITY INTEREST OF
THE AGENT OR ANY LENDER IN ANY COLLATERAL.
IN WITNESS WHEREOF, THE PARTIES HERETO HAVE CAUSED THIS AGREEMENT TO BE
ACKNOWLEDGED, EXECUTED AND DELIVERED BY THEIR DULY AUTHORIZED OFFICERS AS OF THE
DATE FIRST ABOVE WRITTEN.
LENDER AND AGENT:
GENERAL ELECTRIC CAPITAL CORPORATION
By:
Name:
Title: Its Duly Authorized Signatory
[BORROWERS' SIGNATURES CONTINUE ON NEXT PAGE]
13
BORROWERS:
CURATIVE HEALTH SERVICES, INC.,
a Minnesota corporation formerly known as
Curative Holding Co.
By:
Name:
Title:
Date:
EBIOCARE.COM, INC.
By:
Name:
Title:
Date:
HEMOPHILIA ACCESS, INC.
By:
Name:
Title:
Date:
APEX THERAPEUTIC CARE, INC.
By:
Name:
Title:
Date:
CHS SERVICES, INC.
By:
Name:
Title:
Date:
CURATIVE HEALTH SERVICES OF NEW
YORK, INC.
By:
Name:
Title:
Date:
OPTIMAL CARE PLUS, INC.
By:
Name:
Title:
Date:
INFINITY INFUSION, LLC
By: Curative Health Services Co., its Sole
Member
By:
Name:
Title:
Date:
INFINITY INFUSION II, LLC
By: Curative Health Services Co., its Sole
Member
By:
Name:
Title:
Date:
INFINITY INFUSION CARE, LTD.
By: Infinity Infusion
II, LLC, its Sole General
Partner
By: Curative Health Services Co., the Sole
Member of Infinity Infusion II, LLC
By:
Name:
Title:
Date:
MEDCARE, INC.
By:
Name:
Title:
Date:
CURATIVE PHARMACY SERVICES,