LIMITED WAIVER AND CONSENT TO CONVERTIBLE SECURED NOTESLimited Waiver and Consent to Convertible Secured Notes • May 5th, 2009 • NationsHealth, Inc. • Retail-drug stores and proprietary stores • New York
This LIMITED WAIVER AND CONSENT (this “Waiver and Consent”) is dated as of April 30, 2009 and entered into by and among NationsHealth Inc., a Delaware corporation (the “Company”), NationsHealth Holdings, L.L.C., a Florida limited liability company and a wholly-owned subsidiary of the Company (“NH LLC”), United States Pharmaceutical Group, L.L.C., a Delaware limited liability company and an indirect wholly-owned subsidiary of the Company (“USPG,” the Company and NH LLC are collectively, the “Existing Issuers”), Diabetes Care & Education, Inc., a South Carolina corporation (“Diabetes”), and National Pharmaceuticals and Medical Products (USA) L.L.C., a Florida limited liability company (“National” and “Diabetes” are together, the “Additional Issuers,” and the Existing Issuers and the Additional Issuers are together, the “Issuers”) and MHR Capital Partners Master Account LP (as assignee of MHR Capital Partners (500) LP (f/k/a MHR Capital Partners LP)), OTQ LLC and MHR Capital Partners (100
