TO THE AGENT AND
THE LENDERS THAT (A) THIS AMENDMENT AND THE CONFIRMATION OF GUARANTY ATTACHED
HERETO HAVE EACH BEEN DULY AUTHORIZED, EXECUTED AND DELIVERED BY BORROWERS AND
EACH CREDIT PARTY SIGNATORY THERETO, (B) NO DEFAULT OR EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING AS OF THIS DATE AFTER GIVING EFFECT TO THIS
AMENDMENT, AND (C) AFTER GIVING EFFECT TO THIS AMENDMENT, ALL OF THE
REPRESENTATIONS AND WARRANTIES MADE BY BORROWERS OR ANY CREDIT PARTY IN THE
CREDIT AGREEMENT ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF THE
DATE OF THIS AMENDMENT (EXCEPT TO THE EXTENT THAT ANY SUCH REPRESENTATIONS OR
WARRANTIES EXPRESSLY REFERRED TO A SPECIFIC PRIOR DATE OR HAVE CHANGED BASED
UPON EVENTS EXPRESSLY PERMITTED BY THE CREDIT AGREEMENT).
3.
CONDITIONS TO EFFECTIVENESS.
THIS
AMENDMENT SHALL BE EFFECTIVE AS OF THE DATE OF THIS AMENDMENT FIRST SET FORTH
ABOVE UPON THE SATISFACTION IN FULL OF EACH OF THE FOLLOWING CONDITIONS:
3
(A)
THE AGENT SHALL HAVE RECEIVED COUNTERPARTS
OF THIS AMENDMENT, DULY EXECUTED, COMPLETED AND DELIVERED BY GE CAPITAL AND EACH
OF THE CREDIT PARTIES;
(b)
the Agent shall have received the
Confirmation of Guaranty duly executed by Curative Health Services III Co.;
(C)
THE AGENT SHALL HAVE RECEIVED A
FULLY-EARNED AND NON-REFUNDABLE AMENDMENT FEE IN THE AMOUNT OF $200,000.
4.
RELEASE.
(A)
EACH CREDIT PARTY, ON BEHALF OF ITSELF AND ITS
SUCCESSORS, ASSIGNS, AND OTHER LEGAL REPRESENTATIVES, HEREBY ABSOLUTELY,
UNCONDITIONALLY AND IRREVOCABLY RELEASES, REMISES AND FOREVER DISCHARGES GE
CAPITAL, AGENT AND LENDERS, AND THEIR SUCCESSORS AND ASSIGNS, AND THEIR PRESENT
AND FORMER SHAREHOLDERS, AFFILIATES, SUBSIDIARIES, DIVISIONS, PREDECESSORS,
DIRECTORS, OFFICERS, ATTORNEYS, EMPLOYEES, AGENTS AND OTHER REPRESENTATIVES (GE
CAPITAL, AGENT, EACH LENDER AND ALL SUCH OTHER PERSONS BEING HEREINAFTER
REFERRED TO COLLECTIVELY AS THE "RELEASEES" AND INDIVIDUALLY AS A "RELEASEE"),
OF AND FROM ALL DEMANDS, ACTIONS, CAUSES OF ACTION, SUITS, CONTROVERSIES, SUMS
OF MONEY, ACCOUNTS, BILLS, RECKONINGS, DAMAGES AND ANY AND ALL OTHER CLAIMS,
COUNTERCLAIMS, DEFENSES, RIGHTS OF SET OFF, DEMANDS AND LIABILITIES WHATSOEVER
(INDIVIDUALLY, A "CLAIM" AND COLLECTIVELY, "CLAIMS") OF EVERY NAME AND NATURE,
KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, BOTH AT LAW AND IN EQUITY, WHICH
SUCH CREDIT PARTY OR ANY OF ITS SUCCESSORS, ASSIGNS, OR OTHER LEGAL
REPRESENTATIVES MAY NOW OR HEREAFTER OWN, HOLD, HAVE OR CLAIM TO HAVE AGAINST
THE RELEASEES OR ANY OF THEM FOR, UPON, OR BY REASON OF ANY CIRCUMSTANCE,
ACTION, CAUSE OR THING WHATSOEVER WHICH ARISES AT ANY TIME ON OR PRIOR TO THE
DATE THAT THIS AMENDMENT IS EXECUTED BY ALL PARTIES, INCLUDING, WITHOUT
LIMITATION, FOR OR ON ACCOUNT OF, OR IN RELATION TO, OR IN ANY WAY IN CONNECTION
WITH THE CREDIT AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR TRANSACTIONS
THEREUNDER OR RELATED THERETO AND WHICH ARISE AT ANY TIME ON OR PRIOR TO THE
DATE THAT THIS AMENDMENT IS EXECUTED BY ALL PARTIES.
(b)
Each Credit Party understands, acknowledges
and agrees that its release set forth above may be pleaded as a full and
complete defense and may be used