0001144204-05-009631 Sample Contracts

AMENDMENT NO. 5 AND CONSENT TO LOAN AND SECURITY AGREEMENT originally dated as of April 21, 1999 by and among ALLION HEALTHCARE, INC. f/k/a THE CARE GROUP, INC. MAIL ORDER MEDS OF TEXAS, INC. f/k/a MAIL ORDER MEDS, INC. MOMS PHARMACY, INC. (NEW YORK)...
Loan and Security Agreement • March 31st, 2005 • Allion Healthcare Inc • Wholesale-drugs, proprietaries & druggists' sundries • Maryland

THIS AMENDMENT NO. 5 AND CONSENT TO LOAN AND SECURITY AGREEMENT (this "Amendment") is made as of this 4th day of January, 2005, by and among ALLION HEALTHCARE, INC. f/k/a THE CARE GROUP, INC., a Delaware corporation ("Allion''), MAIL ORDER MEDS OF TEXAS, INC., a Texas corporation ("Meds Texas”) , MOMS PHARMACY, INC. f/k/a MAIL ORDER MEDS OF NEW YORK INC., a New York corporation, (“Moms New York" and, collectively with Alien and Meds Texas, the "Existing Borrower”), MOMS PHARMACY, INC., a California corporation, ("Moms California"), MOMS PHARMACY, LLC, a Florida limited liability company ("Moms Florida"), MEDICINE MADE EASY, a California corporation ("Medicine Made Ease”), NORTH AMERICAN HOME HEALTH SUPPLY, INC., a California corporation ("North American" and, collectively with Moms New York, Moms California and Moms Florida, the "Additional Borrower"; the Existing Borrower and the Additional Borrower, collectively, the “Borrower"), and GE HFS HOLDINGS, INC f/k/a HELLER HEALTHCARE FINAN

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AMENDMENT NO. 6 AND CONSENT TO LOAN AND SECURITY AGREEMENT originally dated as of April 21, 1999 by and among ALLION HEALTHCARE, INC. f/k/a THE CARE GROUP, INC. MAIL ORDER MEDS OF TEXAS, INC. f/k/a MAIL ORDER MEDS, INC. MOMS PHARMACY, INC. (NEW YORK)...
Loan and Security Agreement • March 31st, 2005 • Allion Healthcare Inc • Wholesale-drugs, proprietaries & druggists' sundries • Maryland

THIS AMENDMENT NO. 6 AND CONSENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is made as of this 28th day of February, 2005, by and among ALLION HEALTHCARE, INC. f/k/a THE CARE GROUP, INC., a Delaware corporation (“Allion”), MAIL ORDER MEDS OF TEXAS, INC., a Texas corporation (“Meds Texas”), MOMS PHARMACY, INC. f/k/a MAIL ORDER MEDS OF NEW YORK, INC., a New York corporation, (“Moms New York”), MOMS PHARMACY, INC., a California corporation, (“Moms California”), MOMS PHARMACY, LLC, a Florida limited liability company (“Moms Florida”), MEDICINE MADE EASY, a California corporation (“Medicine Made Easy”), NORTH AMERICAN HOME HEALTH SUPPLY, INC., a California corporation (“North American” and, collectively with Allion, Meds Texas, Moms New York, Moms California, Moms Florida and Medicine Made Easy, the “Existing Borrower”), SPECIALTY PHARMACIES, INC., a Washington corporation (the “Additional Borrower”; the Existing Borrower and the Additional Borrower, collectively, the “Borrower”), an

PRIME VENDOR AGREEMENT
Prime Vendor Agreement • March 31st, 2005 • Allion Healthcare Inc • Wholesale-drugs, proprietaries & druggists' sundries

This Prime Vendor Agreement (“Agreement”) is made as of September15, 2003 (“Effective Date”) by AmerisourceBergen Drug Corporation, a Delaware corporation (“Distributor”) and Allion Healthcare Inc., a Delaware Corporation (“Customer”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 31st, 2005 • Allion Healthcare Inc • Wholesale-drugs, proprietaries & druggists' sundries • California

This Registration Rights Agreement, dated January 4, 2005, is between Allion Healthcare, Inc., a Delaware corporation (“Allion”), and Michael Stone and Jonathan Spanier (together, the “Warrant Holders”).

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