Exhibit 10.9

EXECUTION VERSION

FIRST LIEN CREDIT AND GUARANTY AGREEMENT

DATED AS OF OCTOBER 26, 2007

AMONG

CHEM RX CORPORATION,

CERTAIN SUBSIDIARIES OF CHEM RX CORPORATION,
AS GUARANTORS,

VARIOUS LENDERS,

CIBC WORLD MARKETS CORP.,
AS SOLE LEAD ARRANGER AND SOLE BOOK RUNNER,

AND

CANADIAN IMPERIAL BANK OF COMMERCE,

NEW YORK AGENCY

AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT

$125,000,000 FIRST LIEN SENIOR SECURED CREDIT FACILITIES

TABLE OF CONTENTS

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FIRST LIEN CREDIT AND GUARANTY AGREEMENT

This FIRST LIEN CREDIT AND GUARANTY AGREEMENT, dated as of October 26, 2007, is entered into by and among CHEM RX CORPORATION (formerly Paramount Acquisition Corp.), a Delaware corporation (“ Borrower ”), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the Lenders party hereto from time to time, CIBC WORLD MARKETS CORP. (“ CIBC WM ”), as Sole Lead Arranger and Sole Book Runner (in such respective capacities, “ Lead Arranger ” and “ Book Runner ”), and CANADIAN IMPERIAL BANK OF COMMERCE, New York Agency (“ CIBC ”), as Administrative Agent and Collateral Agent (in such respective capacities, “ Administrative Agen t” and “ Collateral Agent ”).

RECITALS

WHEREAS, capitalized terms used in these Recitals shall have the respective meanings set forth for such terms in Section 1.01 hereof;

WHEREAS, pursuant to the Stock Purchase Agreement, the Merger Agreement and the Unit Redemption Agreement, Borrower has agreed to acquire, directly or indirectly, all of the outstanding capital stock of B.J.K., Inc., a New York corporation doing business as Chem Rx (“ Chem Rx ”) and its affiliates Chem Rx New Jersey, LLC, a New Jersey limited liability company (“ Chem Rx-NJ ”), and Chem Rx/Salerno’s, LLC, a Pennsylvania limited liability company (“ Chem Rx-PA ”);

WHEREAS, after the consummation of the Transactions, Borrower will own all of the Capital Stock of Chem Rx;

WHEREAS, Lenders have agreed to extend certain first lien credit facilities to Borrower, in an aggregate amount not to exceed $125,000,000, consisting of $80,000,000 aggregate principal amount of Initial Term Loans, $20,000,000 aggregate principal amount of Delayed Draw Term Loan Commitments, and up to $25,000,000 aggregate principal amount of Revolving Commitments;

WHEREAS, the proceeds of such credit facilities will be used, together with the Second Lien Term Loans , to (i) to finance, in part, the Acquisition, (ii) to pay fees and expenses incurred in connection with the Transactions, (iii) to repay the outstanding principal amount of Existing Indebtedness, and (iv) to provide ongoing working capital and Permitted Acquisition financing and for other general corporate purposes of Borrower and its Subsidiaries;

WHEREAS, Borrower has agreed to secure all of its Obligations by granting to Collateral Agent, for the benefit of Secured Parties, a First Priority Lien on substantially all of its assets, including a pledge of all of the Capital Stock of each of its Subsidiaries (including Chem Rx); and

WHEREAS, Guarantors (including Chem Rx) have agreed to guarantee the obligations of Borrower hereunder and to secure their respective Obligations by granting to Collateral Agent, for the benefit of Secured Parties, a First Priority Lien on substantially all of their respective assets, including a pledge of all of the Capital Stock of each of their respective Subsidiaries.

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

ARTICLE ONE
DEFINITIONS

Section 1.01         Definitions .

The following terms used herein, including in the preamble, recitals, exhibits and schedules hereto, shall have the following meanings:

“ Act ” as defined in Section 4.27.

“ Acquisition ” means (i) the purchase by Borrower of all the Capital Stock of Chem Rx from Jerry Silva, Steven Silva, The Jody R. Silva Trust and The Jerry Silva 2007 Annuity Trust (the “ Sellers ”) pursuant to the Stock Purchase Agreement, (ii) the concurrent acquisition of Chem Rx-NJ in connection with the merger of a Subsidiary of Borrower with Chem Rx-NJ pursuant to the Merger Agreement and (iii) the concurrent purchase of a minority interest in Chem Rx-PA from Benny Salerno (“ Salerno ”) pursuant to the Unit Redemption Agreement.

“ Adjusted Eurodollar Rate ” means, for any Interest Rate Determination Date with respect to an Interest Period for a Eurodollar Rate Loan, the rate per annum obtained by dividing (i) the rate per annum (a) as calculated by the British Bankers’ Association and obtained by the Administrative Agent through a nationally recognized service such as the Dow Jones Market Service (Telerate) or Reuters (the “ Service ”) (or on any successor or substitute page of such Service, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such page of Service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) for deposits (for delivery on the first day of such period) with a term equivalent to such period in Dollars, determined as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, or (b) in the event the rates referenced in the preceding clause (a) is not available, the rate per annum (rounded to the nearest 1/100 of 1%) equal to the offered quotation rate to first class banks in the London interbank market) by CIBC for deposits (for delivery on the first day of the relevant period) in Dollars of amounts in same day funds comparable to the principal amount of the applicable Loan of Administrative Agent, in its capacity as a Lender, for which the Adjusted Eurodollar Rate is then being determined with maturities comparable to such period as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, by (ii) an amount equal to (a) one minus (b) the Applicable Reserve Requirement.

“ Administrative Agent ” as defined in the preamble hereto.

“ Administrative Questionnaire ” means an Administrative Questionnaire in substantially the form of Exhibit K.

“ Adverse Proceeding ” means any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation, audit or arbitration (whether or not purportedly on behalf of Borrower or any of its Subsidiaries) at law or in equity, or before or by any Governmental Authority, domestic or foreign (including any Environmental Claims), whether pending or, to the knowledge of Borrower or any of its Subsidiaries, threatened against or affecting Borrower or any of its Subsidiaries or any property of Borrower or any of its Subsidiaries.

“ Affected Lender ” as defined in Section 2.33(b).

“ Affected Loans ” as defined in Section 2.33(b).

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“ Affiliate ” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“ Agent ” means each of Syndication Agent, Administrative Agent, Collateral Agent, Documentation Agent or any other agent appointed by the Lead Arranger pursuant to Section 9.01 hereof.

“ Aggregate Payments ” as defined in Section 7.02.

“ Agreement ” means this First Lien Credit and Guaranty Agreement, dated as of October 26, 2007, as it may be amended, supplemented, restated or otherwise modified from time to time.

“ Applicable Margin ” and “ Applicable Revolving Commitment Fee Percentage ” mean (a) from the Closing Date until the date of delivery of the Compliance Certificate and the financial statements for the second full Fiscal Quarter ending after the Closing Date, a percentage, per annum, equal to (i) for Revolving Loans that are Eurodollar Rate Loans, 4.00% per annum, (ii) for Revolving Loans and Swing Line Loans that are Base Rate Loans, 3.00% per annum; (iii) with respect to Term Loans that are Eurodollar Rate Loans, 4.00% per annum, (iv) with respect to Term Loans that are Base Rate Loans, 3.00% per annum and (v) with respect to the Applicable Revolving Commitment Fee Percentage, 0.50% per annum; (b) thereafter, with respect to Revolving Loans, Swing Line Loans and the Applicable Revolving Commitment Fee Percentage, a percentage, per annum, determined by reference to the Total Leverage Ratio in effect from time to time as set forth below:

No change in the Applicable Margin or Applicable Revolving Commitment Fee Percentage shall be effective until three (3) Business Days after the date on which Administrative Agent shall have received the applicable financial statements and a Compliance Certificate pursuant to Section 5.01(d) calculating the Total Leverage Ratio. At any time the Borrower has not submitted to Administrative Agent the applicable information as and when required under Section 5.01(d), the Applicable Margin and the Applicable Revolving Commitment Fee Percentage shall be determined as if the Total Leverage Ratio were in excess of 3.75:1.00. Promptly after receipt of the applicable information under Section 5.01(d), Administrative Agent shall give each Lender telefacsimile or telephonic notice (confirmed in writing) of the Applicable Margin and the Applicable Revolving Commitment Fee Percentage in effect from such date.

In the event that any financial statement delivered pursuant to Section 5.01 or certificate delivered pursuant to Section 5.01(d) is shown to be inaccurate, and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin or Applicable Revolving Commitment Fee Percentage for any period (an “ Applicable Period ”) than the Applicable Margin or Applicable Revolving Commitment Fee Percentage applied for such Applicable Period, then (i) the Borrower shall promptly deliver to the Administrative Agent a correct certificate for such Applicable Period, (ii) the Applicable Margin and the Applicable Revolving Commitment Fee Percentage shall be determined as if the Total

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Leverage Ratio was as set forth in the correct certificate for such Applicable Period, and (iii) the Borrower shall promptly pay to the Administrative Agent the accrued additional interest or fees, as applicable, that would have been due and payable at such time as a result of such increased Applicable Margin or Applicable Revolving Commitment Fee Percentage for such Applicable Period.

“ Applicable Percentage ” means with respect to any Lender, the percentage of the total Commitments represented by such Lender’s Commitment. If the Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Commitments most recently in effect, giving effect to any assignments.

“ Applicable Reserve Requirement ” means, at any time, for any Eurodollar Rate Loan, the maximum rate, expressed as a decimal, at which reserves (including any basic marginal, special, supplemental, emergency or other reserves) are required to be maintained with respect thereto against “Eurocurrency liabilities” (as such term is defined in Regulation D) under regulations issued from time to time by the Board of Governors of the Federal Reserve System or other applicable banking regulator. Without limiting the effect of the foregoing, the Applicable Reserve Requirement shall reflect any other reserves required to be maintained by such member banks with respect to (i) any category of liabilities which includes deposits by reference to which the applicable Adjusted Eurodollar Rate or any other interest rate of a Loan is to be determined, or (ii) any category of extensions of credit or other assets which include Eurodollar Rate Loans. A Eurodollar Rate Loan shall be deemed to constitute Eurocurrency liabilities and as such shall be deemed subject to reserve requirements without benefits of credit for proration, exceptions or offsets that may be available from time to time to the applicable Lender. The rate of interest on Eurodollar Rate Loans shall be adjusted automatically on and as of the effective date of any change in the Applicable Reserve Requirement.

“ Appointing Sub-Agent ” as defined in Section 9.05.

“ Approved Fund ” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“ Assessments ” as defined in Section 4.23(g).

“ Asset Sale ” means a sale, lease or sub-lease (as lessor or sublessor), sale and leaseback, assignment, conveyance, exclusive license (as licensor or sublicensor), transfer or other disposition to, or any exchange of property with, any Person (other than Borrower or any Guarantor), in one transaction or a series of transactions, of all or any part of Borrower’s or any of its Subsidiaries’ businesses, assets or properties of any kind, whether real, personal, or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed, including the Capital Stock of any of Borrower’s Subsidiaries, other than (i) inventory sold or leased in the ordinary course of business, (ii) sales of Cash or Cash Equivalents for fair market value; and (iii) sales, leases or licenses out of other assets for aggregate consideration of less than $250,000 with respect to any transaction or series of related transactions and less than $1,000,000 in the aggregate during any Fiscal Year.

“ Assignment and Assumption Agreement ” means an Assignment and Assumption Agreement entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.06), and accepted by Administrative Agent, in substantially the form of Exhibit D or any other form approved by Administrative Agent.

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“ Authorized Officer ” means, as applied to any Person, any individual holding the position of chairman of the board (if an officer), chief executive officer, chief operating officer or president, and such Person’s chief financial officer or treasurer.

“ Available Equity Credit ” means, as at any date of determination, the aggregate amount equal to (i) the fair market value of the common Capital Stock of the Borrower used by the Borrower as consideration to consummate a Permitted Acquisition or other permitted Investment plus (ii) the net cash proceeds received by Borrower from an offering of common Capital Stock of Borrower to the extent not required to prepay the Loans pursuant to Section 2.27(c) for such Fiscal Year minus (iii) the aggregate amount of the Available Equity Credit applied to make Permitted Acquisitions, Investments permitted pursuant to Section 6.06, Initial Earnout Payments and Milestone Payments pursuant to Section 6.04(d) and excluded from Consolidated Capital Expenditures, in each case using such credit from the Closing Date and on or prior to such date of determination.

“ Available Warrant Credit ” means, with respect to the amount of Permitted Acquisitions, as at any date of determination, (a) the aggregate amount of net cash proceeds received by Borrower from the exercise of the Warrants during the period from the Closing Date to and including such date of determination minus (b) the sum of (i) the aggregate amount of the Available Warrant Credit applied to make Permitted Acquisitions from the Closing Date and on or prior to such date of determination plus (ii) the aggregate amount of the prepayments required pursuant to Section 2.27(f) to be made prior to or concurrently with the making of Permitted Acquisitions utilizing the Available Warrant Credit from the Closing Date and on or prior to such date of determination.

“ Bankruptcy Code ” means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute.

“ Base Rate ” means, for any day, a rate per annum equal to the greater of (i) the Prime Rate in effect on such day and (ii) the Federal Funds Effective Rate in effect on such day plus ½ of 1%. Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective on the effective day of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

“ Base Rate Loan ” means a Loan bearing interest at a rate determined by reference to the Base Rate.

“ Beneficiary ” means each Agent, Issuing Bank, Lender and Lender Counterparty.

“ Board of Directors ” means (i) in the case of a Person that is a limited partnership, the general partner or any committee authorized to act therefor, (ii) in the case of a Person that is a corporation, the board of directors of such Person or any committee authorized to act therefor, (iii) in the case of a Person that is a limited liability company, the board of managers or members of such Person or such Person’s manager or any committee authorized to act therefor and (iv) in the case of any other Person, the board of directors, management committee or similar governing body or any authorized committee thereof responsible for the management of the business and affairs of such Person.

“ Book Runner ” as defined in the preamble hereto.

“ Borrower ” as defined in the preamble hereto.

“ Business Day ” means (i) any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the State of New York or is a day on which banking institutions located in

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such state are authorized or required by law or other governmental action to close and (ii) with respect to all notices, determinations, fundings and payments in connection with the Adjusted Eurodollar Rate or any Eurodollar Rate Loans, the term “Business Day” shall mean any day which is a Business Day described in clause (i) and which is also a day for trading by and between banks in Dollar deposits in the London interbank market.

“ Capital Lease ” means, as applied to any Person, any lease of any property (whether real, personal or mixed) by that Person as lessee that, in conformity with GAAP, is or should be accounted for as a capital lease on the balance sheet of that Person.

“ Capital Stock ” means any and all shares, interests, participations or other equivalents  (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation), including partnership interests and membership interests, and any and all warrants, rights or options to purchase or other arrangements or rights to acquire any of the foregoing.

“ Cash ” means money, currency or a credit balance in any demand or Deposit Account.

“ Cash Equivalents ” means, as at any date of determination, (i) marketable securities (a) issued or directly and unconditionally guaranteed as to interest and principal by the United States Government or (b) issued by any agency of the United States the obligations of which are backed by the full faith and credit of the United States, in each case maturing within one year after such date; (ii) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof, in each case maturing within one year after such date and having, at the time of the acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from Moody’s; (iii) commercial paper maturing no more than one year from the date of creation thereof and having, at the time of the acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from Moody’s; (iv) certificates of deposit or bankers’ acceptances maturing within one year after such date and issued or accepted by any Lender or by any commercial bank organized under the laws of the United States of America or any state thereof or the District of Columbia that (a) is at least “adequately capitalized” (as defined in the regulations of its primary Federal banking regulator) and (b) has Tier 1 capital (as defined in such regulations) of not less than $100,000,000; and (v) shares of any money market mutual fund that (a) has substantially all of its assets invested continuously in the types of investments referred to in clauses (i) and (ii) above, (b) has net assets of not less than $500,000,000, and (c) has the highest rating obtainable from either S&P or Moody’s.

“ Change in Law ” means the occurrence, after the date of this Agreement, of any of the following:  (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority.

“ Change of Control ” means, at any time, (i) any Person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) other than Management Investors (a) shall have acquired beneficial ownership of 35% or more on a fully diluted basis of the voting and/or economic interest in the Capital Stock of Borrower or (b) shall have obtained the power (whether or not exercised) to elect a majority of the members of the Board of Directors of Borrower; (ii) the majority of the seats (other than vacant seats) on the Board of Directors of Borrower cease to be occupied by Persons who either (a) were members of the Board of Directors of Borrower on the Closing Date or (b) were nominated for election by the Board of Directors of Borrower, a majority of whom were directors on the Closing Date or whose election or nomination for election was previously approved by a majority of such

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directors; or (iii) Borrower shall cease to beneficially own and control 100% on a fully diluted basis of the economic and voting interest in the Capital Stock of Chem Rx.

“ Chem Rx ” as defined in the recitals hereto.

“ Chem Rx-NJ ” as defined in the recitals hereto.

“ Chem Rx-PA ” as defined in the recitals hereto.

“ CIBC ” as defined in the preamble hereto.

“ CIBC WM ” as defined in the preamble hereto.

“ Class ” means (i) with respect to Lenders, each of the following classes of Lenders:  (a) Lenders having Initial Term Loan Exposure, (b) Lenders having Delayed Draw Term Loan Exposure, and (c) Lenders having Revolving Exposure (including Swing Line Lender) and (ii) with respect to Loans, each of the following classes of Loans:  (a) Initial Term Loans, (b) Delayed Draw Term Loans and (c) Revolving Loans (including Swing Line Loans). Notwithstanding the foregoing, Delayed Draw Term Loans shall be deemed a separate Class of Commitments or Loans, respectively, hereunder, unless such Delayed Draw Term Loans are deemed an increase to the Initial Term Loan Commitment (as contemplated by Section 2.01(c)), in which case the Delayed Draw Term Loan Commitments and Delayed Draw Term Loans shall constitute part of the Initial Term Loan Commitments or Initial Term Loans, as applicable.

“ Closing Date ” means the date on which the Term Loans are made.

“ Closing Date Certificate ” means a Closing Date Certificate substantially in the form of Exhibit E-1.

“ Collateral ” means, collectively, all of the real, personal and mixed property (including Capital Stock) in which Liens are purported to be granted pursuant to the Collateral Documents as security for the Obligations.

“ Collateral Agent ” as defined in the preamble hereto.

“ Collateral Documents ” means the Intercreditor Agreement, the Lien Subordination Agreement, the Pledge and Security Agreement, the Mortgages, the Landlord Collateral Access Agreements, Control Agreements, IP Security Agreements, if any, and all other instruments, documents and agreements delivered by any Loan Party pursuant to this Agreement or any of the other Loan Documents in order to grant to Collateral Agent, for the benefit of Lenders, a Lien on any real, personal or mixed property of that Loan Party as security for the Obligations.

“ Collateral Questionnaire ” means a certificate in form reasonably satisfactory to the Collateral Agent that provides information with respect to the personal or mixed property of each Loan Party.

“ Commitment ” means any Revolving Commitment or Term Loan Commitment.

“ Compliance Certificate ” means a Compliance Certificate substantially in the form of Exhibit C.

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“ Consent Subsidiary ” means any Subsidiary formed or acquired after the date hereof, in respect of which (a) the consent of any Person other than Borrower or any Wholly Owned Subsidiary is required by applicable law or the terms of any organizational document of such Subsidiary or other agreement of such Subsidiary or any Affiliate of such Subsidiary in order for such Subsidiary to become a Guarantor or in order for Capital Stock of such Subsidiary to be pledged under the Collateral Documents, as the case may be, and (b) Borrower endeavored in good faith to obtain such consents and such consents shall not have been obtained.

“ Consolidated Adjusted EBITDA ” means, for any period, an amount determined for Borrower and its Subsidiaries on a consolidated basis equal to (i) the sum, without duplication, of the amounts for such period of (a) Consolidated Net Income, (b) Consolidated Interest Expense, (c) provisions for Taxes based on income, (d) total depreciation expense, (e) total amortization expense, (f) Transaction Costs incurred and paid in the period (to the extent expensed), including, without limitation, bonus payments paid to employees in connection with the Acquisition in an amount not to exceed $5,350,000, and (g) other non-cash items reducing Consolidated Net Income (excluding any such non-cash item to the extent that it represents an accrual or reserve for potential cash items in any future period or amortization of a prepaid cash item that was paid in a prior period) minus (ii) other non-cash items increasing Consolidated Net Income for such period (excluding (A) any such non-cash item to the extent it represents the reversal of an accrual or reserve for potential cash items in any prior period and (B) any such non-cash item to the extent it will result in the receipt of cash payments in any future period or in respect of which cash was received in a prior period); provided that with respect to any calculation period ending prior to the first anniversary of the Closing Date the foregoing shall be subject to adjustment as set forth in Schedule 1.01A.

“ Consolidated Adjusted EBITDAR ” means, for any period, Consolidated Adjusted EBITDA for such period plus Consolidated Lease Expense for such period.

“ Consolidated Capital Expenditures ” means, for any period, the aggregate of all expenditures of Borrower and its Subsidiaries during such period determined on a consolidated basis that, in accordance with GAAP, are or should be included in “purchase of property and equipment” or similar items reflected in the consolidated statement of cash flows of Borrower and its Subsidiaries. For purposes of Section 6.07, the following shall be excluded from Consolidated Capital Expenditures: (i) the principal amount of Indebtedness incurred to finance such expenditures, but including principal payments or prepayments of any such Indebtedness incurred during such period or any prior period, (ii) expenditures made using the proceeds of the issuance of Capital Stock, to the extent such proceeds are not required to prepay the Loans pursuant to Section 2.27(c) and (iii) expenditures made using the proceeds of asset sales, insurance settlements, condemnation awards and other settlements in respect of lost, destroyed, damaged or condemned assets, equipment or other property to the extent such expenditures are reinvested or committed to be reinvested pursuant to Section 2.27(a) or (b).

“ Consolidated Cash Interest Expense ” means, for any period, Consolidated Interest Expense for such period, excluding any amount not payable in cash for such period and excluding any Earnout Interest; provided that , with respect to any calculation period ending prior to the first anniversary of the Closing Date the foregoing shall be subject to adjustment as set forth in Schedule 1.01A.

“ Consolidated Current Assets ” means, as at any date of determination, the total assets of Borrower and its Subsidiaries on a consolidated basis that may properly be classified as current assets in conformity with GAAP, excluding Cash and Cash Equivalents; provided , that Consolidated Current Assets shall include all trade receivables, whether or not classified as a current asset.

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“ Consolidated Current Liabilities ” means, as at any date of determination, the total liabilities of Borrower and its Subsidiaries on a consolidated basis that may properly be classified as current liabilities in conformity with GAAP, excluding the current portion of long term debt.

“ Consolidated Excess Cash Flow ” means, for any period, an amount (if positive) equal to:  (i) the sum, without duplication, of the amounts for such period of (a) Consolidated Adjusted EBITDA, plus (b) the Consolidated Working Capital Adjustment, minus (ii) the sum, without duplication, of the amounts for such period of (a) voluntary and scheduled repayments of Consolidated Total Debt (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Commitments are permanently reduced in connection with such repayments), (b) Consolidated Capital Expenditures, (c) Consolidated Cash Interest Expense, and (d) provisions for current taxes based on income of Borrower and its Subsidiaries and payable in cash with respect to such period.

“ Consolidated Fixed Charges ” means, for any period, the sum, without duplication, of the amounts determined for Borrower and its Subsidiaries on a consolidated basis equal to (i) Consolidated Cash Interest Expense (excluding for the avoidance of doubt, amortization expense with respect to deferred financing fees), (ii) scheduled payments of principal on Consolidated Total Debt and (iii) Consolidated Lease Expense; provided that , with respect to any calculation period ending prior to the first anniversary of the Closing Date, the foregoing shall be subject to adjustment as set forth in Schedule 1.01A.

“ Consolidated Interest Expense ” means, for any period, total interest expense (including that portion attributable to Capital Leases in accordance with GAAP and capitalized interest and after giving effect to any net payments made or received with respect to Interest Rate Agreements) of Borrower and its Subsidiaries on a consolidated basis with respect to all outstanding Indebtedness of Borrower and its Subsidiaries, including all commissions, discounts and other fees and charges owed with respect to letters of credit and net termination costs under Interest Rate Agreements, but excluding, however, any amounts referred to in Section 2.23(f) or Section 2.23(a) of Second Lien Credit Agreement payable on or before the Closing Date; provided that , with respect to any calculation period ending prior to the first anniversary of the Closing Date, the foregoing shall be subject to adjustment as set forth in Schedule 1.01A.

 “ Consolidated Lease Expense ” means, for any period, the aggregate amount of fixed and contingent rentals payable by Borrower and its Subsidiaries for such period with respect to leases of real and personal property, determined on a consolidated basis in accordance with GAAP.

“ Consolidated Net Income ” means, for any period, (i) the net income (or loss) of Borrower and its Subsidiaries on a consolidated basis for such period taken as a single accounting period determined in conformity with GAAP, minus (ii) (a) the income (or loss) of any Person (other than a Loan Party) in which any other Person (other than a Loan Party) has a joint interest, except to the extent of the amount of dividends or other distributions actually paid to a Loan Party by such Person during such period, (b) the income (or loss) of any Person accrued prior to the date it becomes a Subsidiary of Borrower or is merged into or consolidated with Borrower or any of its Subsidiaries or that Person’s assets are acquired by Borrower or any of its Subsidiaries, (c) the income of any Subsidiary of Borrower to the extent that the declaration or payment of dividends or similar distributions by that Subsidiary of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary, (d) any after-tax gains or losses attributable to Asset Sales or returned surplus assets of any Pension Plan, and (e) (to the extent not included in clauses (a) through (d) above) any net extraordinary gains or net extraordinary losses.

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“ Consolidated Total Debt ” means, as at any date of determination, the aggregate stated balance sheet amount of all Indebtedness of Borrower and its Subsidiaries determined on a consolidated basis in accordance with GAAP (without giving effect to original issue discount).

“ Consolidated Working Capital ” means, as at any date of determination, the excess of Consolidated Current Assets over Consolidated Current Liabilities.

“ Consolidated Working Capital Adjustment ” means, for any period on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period.

“ Contractual Obligation ” means, as applied to any Person, any provision of any Security issued by that Person or of any indenture, mortgage, deed of trust, contract, undertaking, agreement or other instrument to which that Person is a party or by which it or any of its properties is bound or to which it or any of its properties is subject.

“ Contributing Guarantors ” as defined in Section 7.02.

“ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“ Control Agreements ” means each control agreement executed and delivered to the Collateral Agent for the benefit of the Secured Parties, a securities intermediary or depositary bank and by the applicable Loan Party on or after the Closing Date and each control agreement to be executed and delivered by the Collateral Agent, a securities intermediary or depository bank and the applicable Loan Party pursuant to the terms of the Pledge and Security Agreement with such modifications as the Collateral Agent may reasonably request or approve, in each case, to the extent permitted by and in accordance with applicable law.

“ Conversion/Continuation Date ” means the effective date of a continuation or conversion, as the case may be, as set forth in the applicable Conversion/Continuation Notice.

“ Conversion/Continuation Notice ” means a Conversion/Continuation Notice substantially in the form of
Exhibit A-2.

“ Counterpart Agreement ” means a Counterpart Agreement substantially in the form of Exhibit F delivered by a Loan Party pursuant to Section 5.11.

“ Credit Date ” means the date of a Credit Extension.

“ Credit Extension ” means the making of a Loan or the issuing of a Letter of Credit.

“ Default ” means a condition or event that, after notice or lapse of time or both, would constitute an Event of Default.

“ Default Excess ” means, with respect to any Defaulting Lender, the excess, if any, of such Defaulting Lender’s Pro Rata Share of the aggregate outstanding principal amount of Loans of all Lenders (calculated as if all Defaulting Lenders (including such Defaulting Lender) had funded all of

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their respective Defaulted Loans) over the aggregate outstanding principal amount of all Loans of such Defaulting Lender.

“ Default Period ” means, with respect to any Defaulting Lender, the period commencing on the date of the applicable Funding Default and ending on the earliest of the following dates:  (i) the date on which all Commitments are cancelled or terminated and/or the Obligations are declared or become immediately due and payable, (ii) the date on which (a) the Default Excess with respect to such Defaulting Lender shall have been reduced to zero (whether by the funding by such Defaulting Lender of any Defaulted Loans of such Defaulting Lender or by the non-pro rata application of any voluntary or mandatory prepayments of the Loans in accordance with the terms of Sections 2.25, 2.26, 2.27 and 2.28 or by a combination thereof) and (b) such Defaulting Lender shall have delivered to Borrower and Administrative Agent a written reaffirmation of its intention to honor its obligations hereunder with respect to its Commitments, and (iii) the date on which Borrower, Administrative Agent and Requisite Lenders waive all Funding Defaults of such Defaulting Lender in writing.

“ Defaulted Loan ” as defined in Section 2.38.

“ Defaulting Lender ” as defined in Section 2.38.

“ Delayed Draw Term Loan ” means a delayed draw term loan made by a Lender to Borrower pursuant to Section 2.01(a)(ii).

“ Delayed Draw Term Loan Commitment ” means the commitment of a Lender to make or otherwise fund the Delayed Draw Term Loans and “Delayed Draw Term Loan Commitments” means such commitments of all Lenders in the aggregate. The amount of each Lender’s Delayed Draw Term Loan Commitment, if any, is set forth in the Lender Addendum or in the applicable Assignment and Assumption Agreement, subject to any adjustment or reduction pursuant to the terms and conditions hereof. The aggregate amount of the Delayed Draw Term Loan Commitments as of the Closing Date is $20,000,000.

“ Delayed Draw Term Loan Commitment Period ” means the time period commencing on the date of receipt by Administrative Agent of the audited financial statements for the Fiscal Year ending December 31, 2007 through and including the Delayed Draw Term Loan Commitment Termination Date.

“ Delayed Draw Term Loan Commitment Termination Date ” means the earliest to occur of (i) the date the Delayed Draw Term Loan Commitments are permanently reduced to zero pursuant to Section 2.26, (ii) the date of the termination of the Commitments pursuant to Section 8.01 and (iii) July 31, 2008.

“ Delayed Draw Term Loan Credit Date ” means any date of funding of Delayed Draw Term Loans after the Closing Date.

“ Delayed Draw Term Loan Exposure ” means, with respect to any Lender, as of any date of determination, the outstanding principal amount of the Delayed Draw Term Loans of such Lender; provided that at any time prior to the making of the Delayed Draw Term Loans, the Delayed Draw Term Loan Exposure of any Lender shall be equal to such Lender’s Delayed Draw Term Loan Commitment.

“ Delayed Draw Term Loan Maturity Date ” means the earlier of (i) the sixth anniversary of the Closing Date, and (ii) the date that all Delayed Draw Term Loans shall become due and payable in full hereunder, whether by acceleration or otherwise.

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“ Delayed Draw Term Loan Note ” means a promissory note in the form of Exhibit B-2, as it may be amended, supplemented, restated or otherwise modified from time to time.

“ Deposit Account ” means a demand, time, savings, passbook or like account with a bank, savings and loan association, credit union or like organization, other than an account evidenced by a negotiable certificate of deposit.

“ Documentation Agent ” shall mean a documentation agent appointed by the Lead Arranger pursuant to Section 9.01.

“ Dollars ” and the sign “ $ ” mean the lawful money of the United States of America.

“ Domestic Subsidiary ” means any Subsidiary organized under the laws of the United States of America, any State thereof or the District of Columbia.

“ Earnout Interest ” means the interest payable pursuant to Section 1.8(c) of the Stock Purchase Agreement.

“ Earnout Seller Notes ” means any Indebtedness of the Borrower in favor of the Sellers (or their family members or to a trust, partnership or other entity formed for the benefit of the Sellers or such family members primarily for estate or family planning purposes) incurred to enable Borrower to make the Initial Earnout Payments and Milestone Payments; provided that (i) such Indebtedness is unsecured and not guaranteed by any of Borrower’s Subsidiaries, (ii) such Indebtedness does not bear interest (other than payment-in-kind interest) and is not subject to commissions, charges, expenses, fees, attorneys’ fees or disbursements, indemnities or other amounts (other than any amounts that may not be paid until the Termination Date has occurred), (iii) such Indebtedness shall be subordinated to the Obligations in a manner reasonably acceptable to the Administrative Agent and (iv) the maturity date of such Indebtedness shall be no earlier than six months following the maturity date of the Second Lien Term Loans and such Indebtedness shall not be subject to amortization or prepayment prior to such date; provided further that such Indebtedness may be required to be prepaid on or after the Termination Date if on or prior to such date, Borrower shall have received at least $30,000,000 of net cash proceeds from the exercise of the Warrants or any equity offering.

“ Eligible Assignee ” means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund, or (d) any other Person (other than a natural person) approved by (i) Administrative Agent, (ii) in the case of any assignment of a Revolving Commitment, the Issuing Bank and Swing Line Lender, and (iii) unless an Event of Default has occurred and is continuing or the primary syndication period is continuing (which will end not later than six months after the Closing Date), Borrower (each such approval not to be unreasonably withheld or delayed); provided that notwithstanding the foregoing, “Eligible Assignee” shall not include Borrower’s Affiliates or Subsidiaries or any natural person; provided further that promptly following the termination of the primary syndication period, the Administrative Agent shall provide written notice thereof to the Borrower.

“ Employee Benefit Plan ” means any material “employee benefit plan” as defined in Section 3(3) of ERISA which is or was sponsored, maintained or contributed to by, or required to be contributed by, Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates.

“ Environmental Claim ” means any investigation, notice, notice of violation, claim, action, suit, proceeding, demand, abatement order or other order or directive (conditional or otherwise), by any Governmental Authority or any other Person, arising (i) pursuant to or in connection with any actual or alleged violation of any Environmental Law; (ii) in connection with any Release of, or exposure

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to, Hazardous Material or any actual or alleged Hazardous Materials Activity; or (iii) in connection with any actual or alleged damage, injury, threat or harm to health, safety, natural resources or the environment.

“ Environmental Laws ” means any and all foreign or domestic, federal or state (or any subdivision of either of them), statutes, ordinances, orders, rules, regulations, judgments, Governmental Authorizations, or any other requirements of Governmental Authorities relating to (i) environmental matters, including those relating to any Hazardous Materials Activity; (ii) the generation, use, storage, transportation or disposal of Hazardous Materials; or (iii) occupational safety and health, industrial hygiene or the protection of human, plant or animal health or welfare, in any manner applicable to Borrower or any of its Subsidiaries or any Facility.

“ Equity Contribution ” means the release of at least $42,300,000 in proceeds from the Borrower’s initial public offering being held in trust to the Borrower and a rollover of equity by the Sellers and by Michael Segal in an amount not less than 17.0% of the pro forma capitalization of the Borrower after consummation of the Acquisition.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor thereto.

“ ERISA Affiliate ” means, as applied to any Person, (i) any corporation which is a member of a controlled group of corporations within the meaning of Section 414(b) of the Internal Revenue Code of which that Person is a member; (ii) any trade or business (whether or not incorporated) which is a member of a group of trades or businesses under common control within the meaning of Section 414(c) of the Internal Revenue Code of which that Person is a member; and (iii) any member of an affiliated service group within the meaning of Section 414(m) or (o) of the Internal Revenue Code of which that Person, any corporation described in clause (i) above or any trade or business described in clause (ii) above is a member. Any former ERISA Affiliate of Borrower or any of its Subsidiaries shall continue to be considered an ERISA Affiliate of Borrower or any such Subsidiary within the meaning of this definition with respect to the period such entity was an ERISA Affiliate of Borrower or such Subsidiary and with respect to liabilities arising after such period for which Borrower or such Subsidiary could be liable under the Internal Revenue Code or ERISA.

“ ERISA Event ” means (i) a “reportable event” within the meaning of Section 4043 of ERISA and the regulations issued thereunder with respect to any Pension Plan (excluding those for which the provision for 30-day notice to the PBGC has been waived by regulation); (ii) the failure to meet the minimum funding standard of Section 412 of the Internal Revenue Code with respect to any Pension Plan (whether or not waived in accordance with Section 412(d) of the Internal Revenue Code) or the failure to make by its due date a required installment under Section 412(m) of the Internal Revenue Code with respect to any Pension Plan or the failure to make any required contribution to a Multiemployer Plan; (iii) the provision by the administrator of any Pension Plan pursuant to Section 4041(a)(2) of ERISA of a notice of intent to terminate such plan in a distress termination described in Section 4041(c) of ERISA; (iv) the withdrawal by Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates from any Pension Plan with two or more contributing sponsors or the termination of any such Pension Plan resulting in material liability to Borrower, any of its Subsidiaries or any of their respective Affiliates pursuant to Section 4063 or 4064 of ERISA; (v) the institution by the PBGC of proceedings to terminate any Pension Plan, or the occurrence of any event or condition which could reasonably be expected to constitute grounds under ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (vi) the imposition of material liability on Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates pursuant to Section 4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c) of ERISA; (vii) the withdrawal of Borrower, any of its Subsidiaries or any of their

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respective ERISA Affiliates in a complete or partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) from any Multiemployer Plan if there is any potential liability therefore, or the receipt by Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates of notice from any Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA, or that it intends to terminate or has terminated under Section 4041A or 4042 of ERISA; (viii) the occurrence of an act or omission which could reasonably be expected to give rise to the imposition on Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates of fines, penalties, taxes or related charges under Chapter 43 of the Internal Revenue Code or under Section 409, Section 502(c), (i) or (l), or Section 4071 of ERISA in respect of any Employee Benefit Plan; (ix) the assertion of a material claim (other than routine claims for benefits) against any Employee Benefit Plan other than a Multiemployer Plan or the assets thereof, or against Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates in connection with any Employee Benefit Plan; (x) receipt from the Internal Revenue Service of notice of the failure of any Pension Plan (or any other Employee Benefit Plan intended to be qualified under Section 401(a) of the Internal Revenue Code) to qualify under Section 401(a) of the Internal Revenue Code, or the failure of any trust forming part of any Pension Plan to qualify for exemption from taxation under Section 501(a) of the Internal Revenue Code; or (xi) the imposition of a Lien pursuant to Section 401(a)(29) or 412(n) of the Internal Revenue Code or pursuant to ERISA with respect to any Pension Plan.

“ Eurodollar Rate Loan ” means a Loan bearing interest at a rate determined by reference to the Adjusted Eurodollar Rate.

“ Event of Default ” means each of the conditions or events set forth in Section 8.01.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended from time to time, and any successor statute.

“ Excluded Taxes ” means, with respect to Administrative Agent, any Lender, the Swing Line Lender, the Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of Borrower hereunder, (a) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits taxes imposed by the United States of America and (c) in the case of a Foreign Lender (other than an assignee pursuant to a request by Borrower under Section 2.37), any United States withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party hereto (or designates a new lending office) or is attributable to such Foreign Lender’s failure or inability (other than as a result of a Change in Law) to comply with Section 2.36(e), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from Borrower with respect to such withholding tax pursuant to Section 2.36(a).

“ Existing Indebtedness ” means (i) Indebtedness and other obligations outstanding under  that certain Credit Agreement dated as of November 15, 2006 between Chem Rx and Bank of America, N.A., as amended prior to the Closing Date and (ii) up to $7,500,000 of Indebtedness and other obligations owed by Chem Rx-NJ and Jerry Silva.

“ Existing Letters of Credit ” means the letters of credit outstanding on the Closing Date and set forth on Schedule 1.01B.

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“ Facility ” means any real property (including all buildings, fixtures or other improvements located thereon) now, hereafter or heretofore owned, leased, operated or used by Borrower or any of its Subsidiaries or any of their respective predecessors or Affiliates.

“ Fair Share ” as defined in Section 7.02.

“ Fair Share Contribution Amount ” as defined in Section 7.02.

“ Fair Share Shortfall ” as defined in Section 7.02.

“ Federal Funds Effective Rate ” means for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided , (i) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (ii) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate charged to Administrative Agent, in its  capacity as a Lender, on such day on such transactions as determined by Administrative Agent.

“ Financial Officer Certification ” means, with respect to the financial statements for which such certification is required, the certification of the chief financial officer of Borrower that such financial statements fairly present, in all material respects, the financial condition of Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end or quarter-end adjustments, as applicable.

“ Financial Plan ” as defined in Section 5.01(h).

“ First Priority ” means, with respect to any Lien purported to be created in any Collateral pursuant to any Collateral Document, that such Lien is the only Lien to which such Collateral is subject, other than Permitted Liens.

“ Fiscal Quarter ” means a fiscal quarter of any Fiscal Year.

“ Fiscal Year ” means the fiscal year of Borrower and its Subsidiaries ending on December 31 of each calendar year.

“ Fixed Charge Coverage Ratio ” means the ratio as of the last day of any Fiscal Quarter of (i) Consolidated Adjusted EBITDAR for the four-Fiscal Quarter period then ending, minus Consolidated Capital Expenditures for such four-Fiscal Quarter period, to (ii) Consolidated Fixed Charges for such four-Fiscal Quarter period.

“ Flood Hazard Property ” means any Real Estate Asset subject to a Mortgage in favor of Collateral Agent, for the benefit of Secured Parties, and located in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards.

“ Foreign Lender ” means any Lender that is not a “United States person” as defined in Section 7701(a)(30) of the Internal Revenue Code.

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“ Fund ” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“ Funding Default ” as defined in Section 2.38.

“ Funding Guarantor ” as defined in Section 7.02.

“ Funding Notice ” means a notice substantially in the form of Exhibit A-1.

“ GAAP ” means, subject to the limitations on the application thereof set forth in Section 1.02, United States generally accepted accounting principles in effect as of the date of determination thereof.

“ Governmental Acts ” means any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority.

“ Governmental Authority ” means the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“ Governmental Authorization ” means any permit, license, approval, agreement, provider number, registration, certificate, filing, consent, authorization, plan, directive, consent order, consent decree or other permission (including any supplements or amendments thereto) of or from any Governmental Authority.

“ Governmental Third Party Payor ” as defined in Section 4.23(c).

“Governmental Third Party Payor Programs” as defined in Section 4.23(c).

“ Grantor ” as defined in the Pledge and Security Agreement.

“ Guaranteed Obligations ” as defined in Section 7.01.

“ Guarantor ” means each Subsidiary of Borrower other than a Consent Subsidiary.

“ Guaranty ” means the guaranty of each Guarantor set forth in Article Seven.

“ Hazardous Materials ” means any chemical, material or substance, exposure to which is prohibited, limited or regulated by any Governmental Authority or which may or could pose a hazard to the health and safety of the owners, occupants or any Persons in the vicinity of any Facility or to the indoor or outdoor environment.

“ Hazardous Materials Activity ” means any past or current activity, event or occurrence involving any Hazardous Materials, including the use, manufacture, possession, storage, holding, presence, existence, location, Release, threatened Release, discharge, placement, generation, transportation, processing, construction, treatment, abatement, removal, remediation, disposal, disposition or handling of any Hazardous Materials, and any corrective action or response action with respect to any of the foregoing.

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“ Health Care Laws ” means (a) the federal Anti-kickback Statute (42 U.S.C. § 1320a-7b(b)), the Stark Anti-Self-Referral Law (42 U.S.C. § 1395nn), the civil False Claims Act (31 U.S.C. §§ 3729 et seq .), the administrative False Claims Law (42 U.S.C. § 1320a-7b(a)), the exclusion laws (42 U.S.C. § 1320a-7), the civil monetary penalty laws (42 U.S.C. § 1320a-7a), the regulations promulgated pursuant to such statutes and any comparable state laws, (b) the Health Insurance Portability and Accountability Act of 1996 (42 U.S.C. §§ 1320d et seq .), the regulations promulgated thereunder and any comparable state laws, (c) the Federal Food, Drug and Cosmetic Act (21 U.S.C. §§ 301 et seq .) and the regulations promulgated thereunder, (d) the Controlled Substances Act (21 U.S.C. §§ 801 et seq. ), the regulations promulgated thereunder and any comparable state laws, (e) Medicare, (f) Medicaid, (g) the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (Pub. L. No. 108-173) and the regulations promulgated thereunder, and (h) any other state or federal law or regulation which regulates patient or program charges, recordkeeping, claims process, documentation requirements, medical necessity, referrals, the hiring of employees or acquisition of services or supplies from those who have been excluded from government health care programs, quality, safety, privacy, security, pharmacy practice and compounding, licensure, accreditation or any other aspect of providing health care or pharmacy services.

“ Hedge Agreement ” means an Interest Rate Agreement entered into with a Lender Counterparty in order to satisfy the requirements of this Agreement or otherwise in the ordinary course of Borrower’s or any of its Subsidiaries’ businesses.

“ Highest Lawful Rate ” means the maximum lawful interest rate, if any, that at any time or from time to time may be contracted for, charged, or received under the laws applicable to any Lender which are presently in effect or, to the extent allowed by law, under such applicable laws which may hereafter be in effect and which allow a higher maximum nonusurious interest rate than applicable laws now allow.

“ HIPAA ” means the Health Insurance Portability and Accountability Act of 1996, as the same may be amended, modified or supplemented from time to time, any successor statute thereto, any and all rules or regulations promulgated from time to time thereunder, and any comparable state laws.

“ HIPAA Compliance Plan ” as defined in Section 4.23(g).

“ HIPAA Compliant ” means that to the extent applicable, each of Borrower and its Subsidiaries (a) is in material compliance with any and all of the applicable requirements of HIPAA and (b) is not subject to, and could not reasonably be expected to become subject to, any civil or criminal penalty or any investigation, claim or process that could reasonably be expected to cause a Material Adverse Effect in connection with any violation by Borrower or any Subsidiary of the then effective requirements of HIPAA.

“ Historical Financial Statements ” means as of the Closing Date, (i) the audited financial statements of Chem Rx for the immediately preceding three Fiscal Years, consisting of balance sheets and the related consolidated statements of income, stockholders’ equity and cash flows for such Fiscal Years, and (ii) the unaudited monthly (with respect to Chem Rx only) and quarterly consolidated financial statements of the Borrower, Chem Rx and their respective Subsidiaries as at any Fiscal Quarter following December 31, 2006 that is ended 45 days prior to the Closing Date and for any month following December 31, 2006 that is ended 30 days prior to the Closing Date, consisting of a balance sheet and the related consolidated statements of income, stockholders’ equity and cash flows for the one-, three- or six-month period, as applicable, ending on such date, and, in the case of clauses (i) and (ii), certified by the chief executive officer of Borrower or the chief financial officer of Chem Rx, as applicable, that they fairly present, in all material respects, the financial condition of Chem Rx and their respective

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Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments.

“ Increased Amount Date ” as defined in Section 2.39.

“ Indebtedness ”, as applied to any Person, means, without duplication, (i) all indebtedness of such Person for borrowed money; (ii) that portion of obligations of such Person with respect to Capital Leases that is properly classified as a liability on a balance sheet in conformity with GAAP; (iii) notes payable and drafts accepted by such Person representing extensions of credit whether or not representing obligations for borrowed money; (iv) any obligation owed for all or any part of the deferred purchase price of property or services (excluding any such obligations incurred under ERISA), which purchase price is (a) due more than six (6) months from the date of incurrence of the obligation in respect thereof or (b) evidenced by a note or similar written instrument; (v) all indebtedness of a third party secured by any Lien on any property or asset owned or held by that Person regardless of whether the indebtedness secured thereby shall have been assumed by that Person or is nonrecourse to the credit of that Person; provided that the amount of such nonrecourse indebtedness shall be deemed not to exceed the value of the property on which the Lien is attached; (vi) the face amount of any letter of credit issued for the account of that Person or as to which that Person is otherwise liable for reimbursement of drawings; (vii) the direct or indirect guaranty, endorsement (otherwise than for collection or deposit in the ordinary course of business), co-making, discounting with recourse to such Person, or sale with recourse to such Person of the indebtedness of another; (viii) any obligation of such Person the primary purpose or intent of which is to provide assurance to an obligee that the indebtedness of the obligor thereof will be paid or discharged, or any agreement relating thereto will be complied with, or the holders thereof will be protected (in whole or in part) against loss in respect thereof; (ix) any liability of such Person for the indebtedness of another through any agreement (contingent or otherwise) (a) to purchase, repurchase or otherwise acquire such indebtedness or any security therefor, or to provide funds for the payment or discharge of such indebtedness (whether in the form of loans, advances, stock purchases, capital contributions or otherwise) or (b) to maintain the solvency or any balance sheet item, level of income or financial condition of another if, in the case of any agreement described under subclauses (a) or (b) of this clause (ix), the primary purpose or intent thereof is as described in clause (viii) above; and (x) obligations of such Person in respect of any exchange traded or over the counter derivative transaction, including any Interest Rate Agreement, whether entered into for hedging or speculative purposes; provided , in no event shall obligations under any Interest Rate Agreement be deemed “Indebtedness” for any purpose under Section 6.07.

“ Indemnified Taxes ” means Taxes other than Excluded Taxes.

“ Indemnitee ” as defined in Section 10.02(b).

“ Initial Earnout Payments ” means (i) the 2007 Cash Earn Out (as defined in Section 1.8(a)(i) of the Stock Purchase Agreement on the date hereof), together with any Earnout Interest payable thereon, (ii) any portion of the 2007 Earn Out Shares (as defined in Section 1.8(a)(i) of the Stock Purchase Agreement on the date hereof) that is paid in cash pursuant to Section 1.12 of the Stock Purchase Agreement on the date hereof and (iii) any portion of the shares issuable to the Sellers pursuant to Section 1.9(a)(i) of the Stock Purchase Agreement on the date hereof that is paid in cash pursuant to Section 1.12 of the Stock Purchase Agreement on the date hereof; provided that any such payments shall be made in Capital Stock of the Borrower to the maximum extent allowable pursuant to the Stock Purchase Agreement on the date hereof and, in any event, made to the maximum extent possible while still preserving an election under Section 338(h)(10) of the Internal Revenue Code.

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“ Initial Seller Notes ” means any Indebtedness of Borrower in favor of the Sellers (or their family members or to a trust, partnership or other entity formed for the benefit of the Sellers or such family members primarily for estate or family planning purposes) issued on the Closing Date in the amount of $8,258,748.47; provided that (i) such Indebtedness shall accrue interest quarterly at a rate not to exceed 13.0% per annum in kind, (ii) such Indebtedness is unsecured and not guaranteed by any of Borrower’s Subsidiaries, (iii) such Indebtedness does not bear interest (other than the payment-in-kind interest described in clause (i)) and is not subject to commissions, charges, expenses, fees, attorneys’ fees or disbursements, indemnities or other amounts (other than any amounts that may not be paid until the Termination Date has occurred), (iv) such Indebtedness shall be subordinated to the Obligations in a manner reasonably acceptable to the Administrative Agent and (v) the maturity date of such Indebtedness shall be no earlier than six months following the maturity date of the Second Lien Term Loans and such Indebtedness shall not be subject to amortization or prepayment prior to such date; provided further that such Indebtedness may be required to be prepaid on or after the Termination Date if on or prior to such date, Borrower shall have received at least $30,000,000 of net cash proceeds from the exercise of the Warrants or any equity offering..

“ Initial Term Loan ” means a term loan made by a Lender to Borrower pursuant to Section 2.01(a)(i).

“ Initial Term Loan Commitment ” means the commitment of a Lender to make or otherwise fund an Initial Term Loan and “Initial Term Loan Commitments” means such commitments of all Lenders in the aggregate. The amount of each Lender’s Initial Term Loan Commitment, if any, is set forth on the Lender Addendum or in the applicable Assignment and Assumption Agreement, subject to any adjustment or reduction pursuant to the terms and conditions hereof. The aggregate amount of the Initial Term Loan Commitments as of the Closing Date is $80,000,000.

“ Initial Term Loan Exposure ” means, with respect to any Lender, as of any date of determination, the outstanding principal amount of the Initial Term Loans of such Lender; provided at any time prior to the making of the Initial Term Loans, the Initial Term Loan Exposure of any Lender shall be equal to such Lender’s Initial Term Loan Commitment.

“ Initial Term Loan Maturity Date ” means the earlier of (i) the sixth anniversary of the Closing Date, and (ii) the date that all Initial Term Loans shall become due and payable in full hereunder, whether by acceleration or otherwise.

“ Initial Term Loan Note ” means a promissory note in the form of Exhibit B-1, as it may be amended, supplemented, restated or otherwise modified from time to time.

“ Installment ” as defined in Section 2.24.

“ Installment Date ” as defined in Section 2.24.

“ Intellectual Property ” means (a) all inventions and discoveries (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto, and all patents, patent applications and patent disclosures, together with all reissuances, continuations, continuations-in-part, revisions, extensions and reexaminations thereof, (b) all trademarks, service marks, trade dress, logos, trade names and corporate names, together with all translations, adaptations, derivations and combinations thereof and including all goodwill associated therewith, (c) all copyrightable works, all copyrights and all applications, registrations and renewals in connection therewith, (d) all broadcast rights, (e) all mask works and all applications, registrations and renewals in connection therewith, (f) all know-how, trade secrets and confidential business information, whether patentable or unpatentable and

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whether or not reduced to practice (including ideas, research and development, know-how, formulas, compositions and manufacturing and production process and techniques, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals), (g) all computer software (including data and related documentation), (h) all other proprietary rights, (i) all copies and tangible embodiments thereof (in whatever form or medium) and (j) all licenses and agreements in connection therewith.

“ Intercreditor Agreement ” means an Intercreditor Agreement substantially in the form of Exhibit I, as it may be amended, supplemented or otherwise modified from time to time.

“ Interest Payment Date ” means with respect to (i) any Base Rate Loan, the last Business Day of each of the months of March, June, September and December of each year, commencing on the first such date to occur after the Closing Date and the final maturity date of such Loan; and (ii) any Eurodollar Rate Loan, the last day of each Interest Period applicable to such Loan; provided , in the case of each Interest Period of longer than three months “Interest Payment Date” shall also include each date that is three months, or an integral multiple thereof, after the commencement of such Interest Period.

“ Interest Period ” means, in connection with a Eurodollar Rate Loan, an interest period of one-, two-, three- or six-months and, to the extent available to each applicable Lender, nine- or twelve-months, as selected by Borrower in the applicable Funding Notice or Conversion/Continuation Notice, (i) initially, commencing on the Credit Date or Conversion/Continuation Date thereof, as the case may be; and (ii) thereafter, commencing on the day on which the immediately preceding Interest Period expires; provided , (a) if an Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day unless no further Business Day occurs in such month, in which case such Interest Period shall expire on the immediately preceding Business Day; (b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall, subject to clauses (c) and (d), of this definition, end on the last Business Day of a calendar month; (c) no Interest Period with respect to any portion of any Class of Term Loans shall extend beyond such Class’s Term Loan Maturity Date; and (d) no Interest Period with respect to any portion of the Revolving Loans shall extend beyond the Revolving Commitment Termination Date.

“ Interest Rate Agreement ” means any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedging agreement or other similar agreement or arrangement, each of which is for the purpose of hedging the interest rate exposure associated with Borrower’s and its Subsidiaries’ operations and not for speculative purposes.

“ Interest Rate Determination Date ” means, with respect to any Interest Period, the date that is two Business Days prior to the first day of such Interest Period.

“ Internal Revenue Code ” means the Internal Revenue Code of 1986, as amended to the date hereof and from time to time hereafter, and any successor statute.

“ Investment ” means (i) any direct or indirect purchase or other acquisition by Borrower or any of its Subsidiaries of, or of a beneficial interest in, any of the Securities of any other Person (other than a Guarantor); (ii) any direct or indirect redemption, retirement, purchase or other acquisition for value, by any Subsidiary of Borrower from any Person (other than Borrower or any Guarantor), of any Capital Stock of such Person; and (iii) any direct or indirect loan, advance (other than advances to employees for moving, entertainment and travel expenses, drawing accounts and similar expenditures in the ordinary course of business) or capital contribution by Borrower or any of its Subsidiaries to any other Person (other than Borrower or any Guarantor), including all indebtedness and accounts receivable from

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that other Person that are not current assets or did not arise from sales to that other Person in the ordinary course of business. The amount of any Investment shall be the original cost of such Investment plus the cost of all additions thereto, without any adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment.

“ IP Security Agreement ” means each First Lien Trademark Security Agreement, First Lien Patent Security Agreement or First Lien Copyright Security Agreement by and among Borrower, each Guarantor and the Collateral Agent, as each may be amended, modified or supplemented in accordance with the terms hereof and thereof.

“ Issuance Notice ” means an Issuance Notice substantially in the form of Exhibit A-3.

“ Issuing Bank ” means CIBC as Issuing Bank hereunder, together with its permitted successors and assigns in such capacity or such other Lender from time to time designated by Borrower and CIBC, which has agreed in writing to act as Issuing Bank hereunder.

“ Joinder Agreement ” means an agreement substantially in the form of Exhibit L.

“ Joint Venture ” means a joint venture, partnership or other similar arrangement, whether in corporate, partnership or other legal form; provided , in no event shall any corporate Subsidiary of any Person be considered to be a Joint Venture to which such Person is a party.

“ knowledge ” means the actual knowledge of a Responsible Officer of Borrower or any of its Subsidiaries.

“ Landlord Collateral Access Agreement ” means a Landlord Collateral Access Agreement substantially in the form of Exhibit H with such amendments or modifications as may be approved by Collateral Agent in its reasonable discretion.

“ Landlord Consent and Estoppel ” means, with respect to any Leasehold Property, a letter, certificate or other instrument in writing from the lessor under the related lease, pursuant to which, among other customary things, the landlord consents to the granting of a Mortgage on such Leasehold Property by the Loan Party tenant and certifies to such other matters under the related lease as are reasonably requested by the Collateral Agent, such Landlord Consent and Estoppel to be in form and substance acceptable to the Collateral Agent in its reasonable discretion, but in any event sufficient for the Collateral Agent to obtain a title policy with respect to such Mortgage.

“ Lead Arranger ” as defined in the preamble hereto.

“ Leasehold Property ” means any leasehold interest of any Loan Party as lessee under any lease of real property, other than any such leasehold interest designated from time to time by Collateral Agent in its reasonable discretion as not being required to be included in the Collateral because the costs of including such leasehold interest in the Collateral are excessive in relation to the security to be provided thereby.

“ Lender ” means each financial institution that has become a party hereto pursuant to a Lender Addendum or Joinder Agreement as a Lender, and any other Person that becomes a party hereto pursuant to an Assignment and Assumption Agreement and including, as the context requires, the Swing Line Lender.

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“ Lender Addendum ” means with respect to any Lender on the Closing Date, a lender addendum in the form of Exhibit J, to be executed and delivered by such Lender on the Closing Date as provided in Section 10.23.

“ Lender Counterparty ” means each Lender, each Agent and each of their respective Affiliates’ counterparty to a Hedge Agreement (including any Person who is an Agent or a Lender or any Affiliate thereof at the time of entering into a Hedge Agreement, but thereafter ceases to be a Lender or an Agent).

“ Letter of Credit ” means a standby or trade letter of credit issued or to be issued by Issuing Bank pursuant to this Agreement.

“ Letter of Credit Sublimit ” means the lesser of (i) $2,500,000 and (ii) the aggregate unused amount of the Revolving Commitments then in effect.

“ Letter of Credit Usage ” means, as at any date of determination, the sum of (i) the maximum aggregate amount which is, or at any time thereafter may become, available for drawing under all Letters of Credit then outstanding, and (ii) the aggregate amount of all drawings under Letters of Credit honored by Issuing Bank and not theretofore reimbursed by or on behalf of Borrower.

“ Lien ” means (i) any lien, mortgage, pledge, assignment as security, security interest, charge or encumbrance of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, and any lease in the nature thereof) and any option, trust or other preferential arrangement having the practical effect of any of the foregoing and (ii) in the case of Securities, any purchase option, call or similar right of a third party with respect to such Securities.

“ Lien Subordination Agreement ” means each Lien Subordination Agreement among the Administrative Agent, the administrative agent under the Second Lien Credit Agreement, the Loan Parties and the applicable vendor, as it may be amended, supplemented or otherwise modified from time to time.

“ Loan ” means an Initial Term Loan, a Delayed Draw Term Loan, a Revolving Loan, and a Swing Line Loan.

“ Loan Document ” means any of this Agreement, the Notes, if any, the Collateral Documents, any documents or certificates executed by Borrower in favor of Issuing Bank relating to Letters of Credit, and all other documents, instruments or agreements executed and delivered by a Loan Party for the benefit of any Agent, Issuing Bank or any Lender in connection herewith.

“ Loan Party ” means each Person (other than any Agent, Issuing Bank or any Lender or any other representative thereof) from time to time party to a Loan Document.

“ Management Investors ” means (i) Jerry Silva and Steven Silva, and (ii) any trust, corporation, partnership or other entity Controlled by any Person described in the immediately preceding clause (i), in each case, who have been, are or become investors in, or shareholders of, the Borrower.

“ Margin Stock ” as defined in Regulation U of the Board of Governors of the Federal Reserve System as in effect from time to time.

“ Material Adverse Effect ” means (i) as of the Closing Date, any change, circumstance, development, state of facts, event or effect (a) that has had or would reasonably be expected to have a

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material adverse change or effect (taken alone or in the aggregate with any other adverse change or effect) in or with respect to the business, assets, condition (financial or otherwise) or results of operations of Chem Rx and its Subsidiaries, taken as a whole or (b) that could reasonably be expected to prevent or materially delay the consummation by the Sellers or Chem Rx of the transactions contemplated by the Stock Purchase Agreement and the other Transaction Agreements (as defined in the Stock Purchase Agreement), excluding, in each case, any such change or effect that arises out of or is related to:  (A) changes in (x) general economic, regulatory or political conditions or (y) financial or securities markets in general, (B) the announcement or public disclosure of the Stock Purchase Agreement or the other Transaction Agreements (as defined in the Stock Purchase Agreement), or (C) the institutional pharmacy or pharmaceutical industries in general and not specifically related to Chem Rx; and (ii) any time thereafter, a material adverse effect on (a) the business, operations, properties, assets, or financial condition of Borrower and its Subsidiaries taken as a whole; (b) the ability of the Loan Parties to fully and timely perform their material Obligations; (c) the legality, validity, binding effect or enforceability against a Loan Party of a material Loan Document to which it is a party; or (d) the material rights, remedies and benefits available to, or conferred upon, any Agent and any Lender or any Secured Party under the Loan Documents.

“ Material Contract ” means any contract or other arrangement to which Borrower or any of its Subsidiaries is a party (other than the Loan Documents or the Second Lien Credit Agreement and the documents related thereto) for which breach, nonperformance, cancellation or failure to renew could reasonably be expected to have a Material Adverse Effect.

“ Material Real Estate Asset ” means (i) all Leasehold Properties other than those with respect to which the aggregate payments under the terms of the lease are less than $150,000 per annum or (ii) any Real Estate Asset acquired after the Closing Date and that (a) is a fee-owned Real Estate Asset having a fair market value in excess of $1,000,000 as of the acquisition of such Real Estate Asset, (b) is a Leasehold Property with aggregate payments under the term of the lease of at least $150,000 per annum or (c) the Requisite Lenders have determined in their reasonable discretion is material to the business, operations, properties, assets or financial condition of Borrower and its Subsidiaries, taken as a whole; provided that, as of the Closing Date, the Leasehold Properties at (A) 750 Park Place, Long Beach, New York 11561, (B) 4041 M. Hadley Road, South Plainfield, New Jersey 07080 and (c) HCR 1, Box 30, Route 209, Bossardsville Road, Sciota, Pennsylvania 18354 are the only Material Real Estate Assets.

“ Medicaid ” means collectively, the healthcare assistance program established by Title XIX of the Social Security Act (42 U.S.C. §§1396 et seq .) and any statutes succeeding thereto, and all laws, rules, regulations, manuals, orders, guidelines or requirements pertaining to such program, including (a) all federal statutes (whether set forth in Title XIX of the Social Security Act or elsewhere) affecting such program, (b) all state statutes and plans for medical assistance enacted in connection with such program and federal rules and regulations promulgated in connection with such program, and (c) all applicable provisions of all rules, regulations, manuals, orders and administrative, reimbursement, guidelines and requirements of all government authorities promulgated in connection with such program (whether or not having the force of law), in each case as the same may be amended, supplemented or otherwise modified from time to time.

“ Medicare ” means collectively, the health insurance program for the aged and disabled established by Title XVIII of the Social Security Act (42 U.S.C. §§1395 et seq .) and any statutes succeeding thereto, and all laws, rules, regulations, manuals, orders or guidelines pertaining to such program, including (a) all federal statutes (whether set forth in Title XVIII of the Social Security Act or elsewhere) affecting such program, and (b) all applicable provisions of all rules, regulations, manuals, orders and administrative, reimbursement, guidelines and requirements of all governmental authorities

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promulgated in connected with such program (whether or not having the force of law), in each case as the same may be amended, supplemented or otherwise modified from time to time.

“ Merger Agreement ” means the agreement and plan of merger, dated as of June 15, 2007, among Borrower, Paramount Merger Sub, Inc., Chem Rx-NJ, Chem Rx and the members of Chem Rx-NJ.

“ Milestone Payments ” means any holdback and contingent payments in cash and stock that may be payable pursuant to Sections 1.8, 1.9, 1.10 and 1.12 of the Stock Purchase Agreement on the date hereof; provided that any such payments shall be made in Capital Stock of the Borrower to the maximum extent allowable pursuant to the Stock Purchase Agreement on the date hereof and, in any event, made to the maximum extent possible while still preserving an election under Section 338(h)(10) of the Internal Revenue Code.

“ Moody’s ” means Moody’s Investor Services, Inc.

“ Mortgage ” means a fee mortgage in a form to be agreed between Administrative Agent and Borrower, as it may be amended, supplemented, restated or otherwise modified from time to time in accordance with Section 10.04(a).

“ Multiemployer Plan ” means any Employee Benefit Plan which is a “multiemployer plan” as defined in
Section 3(37) of ERISA.

“ Narrative Report ” means, with respect to the financial statements for which such narrative report is required, a narrative report describing the operations of Borrower and its Subsidiaries in the form prepared for presentation to senior management or the Board of Directors thereof for the applicable month, Fiscal Quarter or Fiscal Year and for the period from the beginning of the then current Fiscal Year to the end of such period to which such financial statements relate, which shall include a summary of operating metrics for the applicable period and a detailed summary of accounts receivable aging.

“ Net Asset Sale Proceeds ” means, with respect to any Asset Sale, an amount equal to:  (i) cash payments (including any cash received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) received by Borrower or any of its Subsidiaries from such Asset Sale, minus (ii) any bona fide direct costs incurred in connection with such Asset Sale, including (a) income or gains taxes payable by the seller as a result of any gain recognized in connection with such Asset Sale, (b) payment of the outstanding principal amount of, premium or penalty, if any, and interest on any Indebtedness (other than the Loans) that is secured by a Lien on the stock or assets in question and that is required to be repaid under the terms thereof as a result of such Asset Sale, (c) a reasonable reserve for any indemnification payments (fixed or contingent) attributable to seller’s indemnities and representations and warranties to purchaser in respect of such Asset Sale undertaken by Borrower or any of its Subsidiaries in connection with such Asset Sale and (d) any legal, accounting, investment banking, title and recording fees, and other expenses incurred in connection with such Asset Sale.

“ Net Insurance/Condemnation Proceeds ” means an amount equal to:  (i) any cash payments or proceeds received by Borrower or any of its Subsidiaries (a) under any casualty insurance policy in respect of a covered loss thereunder or (b) as a result of the taking of any assets of Borrower or any of its Subsidiaries by any Person pursuant to the power of eminent domain, condemnation or otherwise, or pursuant to a sale of any such assets to a purchaser with such power under threat of such a taking, minus (ii) (a) any actual and reasonable costs incurred by Borrower or any of its Subsidiaries in

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connection with the adjustment or settlement of any claims of Borrower or such Subsidiary in respect thereof, (b) any bona fide direct costs incurred in connection with any sale of such assets as referred to in clause (i)(b) of this definition, including income taxes payable as a result of any gain recognized in connection therewith and (c) any legal, accounting, investment banking, title and recording fees, and other expenses incurred in connection with the payments or proceeds referred to in clause (i) of this definition.

“ New Revolving Loan Commitments ” as defined in Section 2.39.

“ New Revolving Loan Lender ” as defined in Section 2.39.

“ New Revolving Loans ” as defined in Section 2.39.

“ Non-Guarantor ” means any Subsidiary of Borrower that is not a Guarantor.

“ Note ” means an Initial Term Loan Note, a Delayed Draw Term Loan Note, a Revolving Loan Note or a Swing Line Note.

“ Notice ” means a Funding Notice, an Issuance Notice, or a Conversion/Continuation Notice.

“ Obligations ” means all obligations of every nature of each Loan Party from time to time owed to the Agents (including former Agents), the Lenders or any of them and Lender Counterparties, under any Loan Document or Hedge Agreement, whether for principal, interest (including interest which, but for the filing of a petition in bankruptcy with respect to such Loan Party, would have accrued on any Obligation, whether or not a claim is allowed against such Loan Party for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Hedge Agreements, fees, expenses, indemnification or otherwise.

“ Obligee Guarantor ” as defined in Section 7.07.

“ Organizational Documents ” means (i) with respect to any corporation, its certificate or articles of incorporation or organization, as amended, and its bylaws, as amended, (ii) with respect to any limited partnership, its certificate of limited partnership, as amended, and its partnership agreement, as amended, (iii) with respect to any general partnership, its partnership agreement, as amended, and (iv) with respect to any limited liability company, its articles of organization, as amended, and its operating agreement, as amended. In the event any term or condition of this Agreement or any other Loan Document requires any Organizational Document to be certified by a secretary of state or similar governmental official, the reference to any such “Organizational Document” shall only be to a document of a type customarily certified by such governmental official.

“ Other Taxes ” means all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document, including any interest, additions to tax or penalties applicable thereto.

“ Participant ” as defined in Section 10.06(d).

“ PBGC ” means the Pension Benefit Guaranty Corporation or any successor thereto.

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“ Pension Plan ” means any Employee Benefit Plan, other than a Multiemployer Plan, which is subject to Section 412 of the Internal Revenue Code or Section 302 of ERISA.

“ Permitted Acquisition ” means any acquisition by Borrower or any of its Wholly Owned Subsidiaries, whether by purchase, merger or otherwise, of all or substantially all of the assets of, all of the Capital Stock of, or a business line or unit or a division of, any Person (the “ Target ”); provided ,

(a)                                   immediately prior to, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom;

(b)                                  all transactions in connection therewith shall be consummated, in all material respects, in accordance with all applicable laws and in conformity with all applicable Governmental Authorizations;

(c)                                   in the case of the acquisition of Capital Stock, all of the Capital Stock (except for any such Securities in the nature of directors’ qualifying shares required pursuant to applicable law) acquired or otherwise issued by the Target or any newly formed Subsidiary of Borrower in connection with such acquisition shall be owned 100% by Borrower or a Guarantor thereof, and Borrower shall have taken, or caused to be taken, as of the date such Person becomes a Subsidiary of Borrower, each of the actions set forth in Sections 5.11 and/or 5.12, as applicable;

(d)                                  Borrower and its Subsidiaries shall be in compliance with the financial covenants set forth in Section 6.07 on a pro forma basis after giving effect to such acquisition as of the last day of the Fiscal Quarter most recently ended for which financial statements have been provided pursuant to Section 5.01 (as determined in accordance with Section 6.07(d));

(e)                                   Borrower shall have delivered to Administrative Agent at least ten (10) Business Days prior to such proposed acquisition (or such shorter period consented to by the Administrative Agent), a Compliance Certificate evidencing compliance with Section 6.07 as required under clause (d) above, together with all relevant financial and other information with respect to such acquired assets reasonably requested by the Administrative Agent, including the aggregate consideration for such acquisition;

(f)                                     the Target shall be in same or related business or lines of business in which Borrower and/or its Subsidiaries are engaged as of the Closing Date;

(g)                                  at the time of such acquisition and after giving effect thereto, the amount, if any, by which (i) the Revolving Commitment exceeds (ii) the sum of the Total Utilization of Revolving Commitments shall not be less than $5,000,000;

(h)                                  the Purchase Price to be paid in respect of the Target (i) when aggregated with the Purchase Price paid in respect of all prior acquisitions made in the applicable period is less than an amount equal to (A) in respect of the period from the Closing Date to December 31, 2008, $15,000,000 and (B) in each Fiscal Year thereafter, $10,000,000, in each case plus the Available Warrant Credit and the Available Equity Credit at such time and (ii) when aggregated with the Purchase Price paid in respect of all prior acquisitions made from the Closing Date to the

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date of determination is less than an aggregate amount equal to $40,000,000 plus the Available Warrant Credit and the Available Equity Credit at such time; and

(i)                                      after giving effect to an acquisition, Borrower shall demonstrate a pro forma Total Leverage Ratio of at least twenty-five (25) basis points less than the then applicable Total Leverage Ratio required by Section 6.07.

“ Permitted Investments ” means each of the Investments permitted pursuant to Section 6.06.

“ Permitted Liens ” means each of the Liens permitted pursuant to Section 6.02.

“ Permitted Refinancing ” means (i) renewals and extensions expressly provided for in the agreements evidencing any Indebtedness as the same are in effect on the date of this Agreement and (ii) refinancings, renewals, replacements and extensions of any such Indebtedness if the terms and conditions thereof are not materially less favorable to the obligor thereon or to the Lenders than the Indebtedness being refinanced, renewed, replaced or extended, and the average life to maturity thereof is greater than or equal to that of the Indebtedness being refinanced, renewed, replaced or extended, and the final maturity thereof is equal to or later than the Indebtedness being refinanced, renewed, replaced or extended; provided that (a) such Indebtedness permitted under the immediately preceding clause (i) or (ii) above shall not (A) include Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being refinanced, renewed, replaced or extended, (B) exceed in a principal amount the principal amount of Indebtedness being refinanced, renewed, replaced or extended plus interest, premium and reasonable transaction costs and fees and expenses, if any, paid in connection with such refinancing, renewal, replacement or extension or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom and (b) if the Indebtedness being refinanced, renewed, replaced or extended is subordinated in right of payment to the Obligations, such refinancing, renewal, replacement or extension is subordinated in right of payment to the Obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being refinanced, renewed, replaced or extended.

“ Person ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“ Pledge and Security Agreement ” means the First Lien Pledge and Security Agreement to be executed by Borrower and each Guarantor substantially in the form of Exhibit G, as it may be amended, supplemented, restated or otherwise modified from time to time.

“ Prepayment Notice ” means a notice substantially in the form of Exhibit M.

“ Prime Rate ” means the rate of interest per annum that CIBC announces from time to time as its prime lending rate, as in effect from time to time. The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer. CIBC or any other Lender may make commercial loans or other loans at rates of interest at, above or below the Prime Rate.

“ Principal Office ” means, for each of Administrative Agent, Swing Line Lender and Issuing Bank, such Person’s “Principal Office” as set forth in Section 10.01, or such other office as such Person may from time to time designate in writing to Borrower, Administrative Agent and each Lender.

“ Privacy and Security Rules ” as defined in Section 4.23(g).

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“ Private Third Party Payor ” as defined in Section 4.23(c).

“ Private Third Party Payor Programs ” as defined in Section 4.23(c).

“ Pro Rata Share ” means (i) with respect to all payments, computations and other matters relating to the Initial Term Loan of any Lender, the percentage obtained by dividing (a) the Initial Term Loan Exposure of that Lender by (b) the aggregate Initial Term Loan Exposure of all Lenders; (ii) with respect to all payments, computations and other matters relating to the Delayed Draw Term Loans of any Lender, the percentage obtained by dividing (a) the Delayed Draw Term Loan Exposure of that Lender by (b) the aggregate Delayed Draw Term Loan Exposure of all Lenders; and (iii) with respect to all payments, computations and other matters relating to the Revolving Commitment or Revolving Loans of any Lender or any Letters of Credit issued or participations purchased therein by any Lender or any participations in any Swing Line Loans purchased by any Lender, the percentage obtained by dividing (a) the Revolving Exposure of that Lender by (b) the aggregate Revolving Exposure of all Lenders. For all other purposes with respect to each Lender, “Pro Rata Share” means the percentage obtained by dividing (A) an amount equal to the sum of the Initial Term Loan Exposure, Delayed Draw Term Loan Exposure and the Revolving Exposure of such Lender, by (B) an amount equal to the sum of the aggregate Initial Term Loan Exposure, the aggregate Delayed Draw Term Loan Exposure and the aggregate Revolving Exposure.

“ Projections ” as defined in Section 4.08.

“ Purchase Money Indebtedness ” as defined in Section 6.01(k).

“ Purchase Price ” means, without duplication, with respect to any Permitted Acquisition, an amount equal to the sum of (a) the aggregate consideration, whether cash, property or securities (including any Indebtedness incurred pursuant to Section 6.01, including potential earnout payments, and the fair market value of any Investments used as consideration pursuant to Section 6.06(m)), paid or delivered by the Borrower and the Subsidiaries in connection with such acquisition less (b) the aggregate net proceeds received by Borrower and the Subsidiaries from sales of assets of a Target for fair market value within one year following the acquisition thereof.

“ Real Estate Asset ” means, at any time of determination, any interest (fee, leasehold or otherwise) then owned by any Loan Party in any real property.

“ Record Document ” means, with respect to any Leasehold Property, (i) the lease evidencing such Leasehold Property or a memorandum thereof, executed and acknowledged by the owner of the affected real property, as lessor, or (ii) if such Leasehold Property was acquired or subleased from the holder of a Recorded Leasehold Interest, the applicable assignment or sublease document, executed and acknowledged by such holder, in each case in form sufficient to give such constructive notice upon recordation and otherwise in form reasonably satisfactory to Collateral Agent.

“ Recorded Leasehold Interest ” means a Leasehold Property with respect to which a Record Document has been recorded in all places necessary, in Collateral Agent’s reasonable judgment, to give constructive notice of such Leasehold Property to third-party purchasers and encumbrancers of the affected real property.

“ Refunded Swing Line Loans ” as defined in Section 2.06(d).

“ Register ” as defined in Section 10.06(c).

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“ Regulation D ” means Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time.

“ Reimbursement Date ” as defined in Section 2.10.

“ Related Agreements ” means, collectively:

(a)                                   the Stock Purchase Agreement;

(b)                                  the Merger Agreement;

(c)                                   the Unit Redemption Agreement;

(d)                                  the Second Lien Credit Agreement;

(e)                                   the Initial Seller Notes; and

(f)                                     the Earnout Seller Notes.

“ Related Parties ” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates.

“ Release ” means any release, spill, emission, leaking, pumping, pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping, leaching or migration of any Hazardous Material into the indoor or outdoor environment (including the abandonment or disposal of any barrels, containers or other closed receptacles containing any Hazardous Material), including the movement of any Hazardous Material through the air, soil, surface water or groundwater.

“ Requisite Class Lenders ” means, at any time of determination, (i) for the Class of Lenders having Initial Term Loan Exposure, Lenders holding more than 50% of the aggregate Initial Term Loan Exposure of all Lenders, (ii) for the Class of Lenders having Delayed Draw Term Loan Exposure, Lenders holding more than 50% of the aggregate Delayed Draw Term Loan Exposure of all Lenders, and (iii) for the Class of Lenders having Revolving Exposure, Lenders holding more than 50% of the aggregate Revolving Exposure of all Lenders.

“ Requisite Lenders ” means one or more Lenders having or holding Initial Term Loan Exposure, Delayed Draw Term Loan Exposure and/or Revolving Exposure and representing more than 50% of the sum of (i) the aggregate Initial Term Loan Exposure of all Lenders, (ii) the aggregate Delayed Draw Term Loan Exposure of all Lenders and (iii) the aggregate Revolving Exposure of all Lenders.

“ Responsible Officer ” means, as to any Person, any individual holding the position of chairman of the board (if an officer), chief executive officer, president or one of its vice presidents (or the equivalent thereof), and such Person’s chief financial officer, secretary or treasurer.

“ Restricted Junior Payment ” means (i) any dividend or other distribution, direct or indirect, on account of any shares of any class of stock of Borrower or any Subsidiary of Borrower now or hereafter outstanding, except a dividend payable solely in shares of that class of stock to the holders of that class; (ii) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of stock of Borrower or any Subsidiary of Borrower now or hereafter outstanding; (iii) any payment made to retire, or to obtain the surrender of, any

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outstanding warrants, options or other rights to acquire shares of any class of stock of Borrower or any Subsidiary of Borrower now or hereafter outstanding; (iv) any Initial Earnout Payment and the Milestone Payments (other than any such payment payable in common stock of Borrower), and (v) any payment or prepayment of principal of, premium, if any, or interest on, or redemption, purchase, retirement, defeasance (including in-substance or legal defeasance), sinking fund or similar payment with respect to, the Second Lien Credit Agreement, the Initial Seller Notes and the Earnout Seller Notes.

“ Revolving Commitment ” means the commitment of a Lender to make or otherwise fund any Revolving Loan and to acquire participations in Letters of Credit and Swing Line Loans hereunder and “Revolving Commitments” means such commitments of all Lenders in the aggregate. The amount of each Lender’s Revolving Commitment, if any, is set forth in the Lender Addendum or in the applicable Assignment and Assumption Agreement subject to any adjustment or reduction pursuant to the terms and conditions hereof. The aggregate amount of the Revolving Commitments as of the Closing Date is $25,000,000.

“ Revolving Commitment Period ” means the period from the Closing Date to but excluding the Revolving Commitment Termination Date.

“ Revolving Commitment Termination Date ” means the earliest to occur of (i) if the Term Loans are not made on or before such date, the Closing Date; (ii) the fifth anniversary of the Closing Date, (iii) the date the Revolving Commitments are permanently reduced to zero pursuant to Section 2.26, 2.27 or 2.28, and (iv) the date of the termination of the Revolving Commitments pursuant to Section 8.01.

“ Revolving Exposure ” means, with respect to any Lender as of any date of determination, (i) prior to the termination of the Revolving Commitments, that Lender’s Revolving Commitment; and (ii) after the termination of the Revolving Commitments, the sum of (a) the aggregate outstanding principal amount of the Revolving Loans of that Lender, (b) in the case of Issuing Bank, the aggregate Letter of Credit Usage in respect of all Letters of Credit issued by that Lender (net of any participations by Lenders in such Letters of Credit), (c) the aggregate amount of all participations by that Lender in any outstanding Letters of Credit or any unreimbursed drawing under any Letter of Credit, (d) in the case of Swing Line Lender, the aggregate outstanding principal amount of all Swing Line Loans (net of any participations therein by other Lenders), and (e) the aggregate amount of all participations therein by that Lender in any outstanding Swing Line Loans.

“ Revolving Loan ” means a Loan made by a Lender to Borrower pursuant to Section 2.03 and/or Section 2.38.

“ Revolving Loan Note ” means a promissory note in the form of Exhibit B-3, as it may be amended, supplemented, restated or otherwise modified from time to time.

“ S&P ” means Standard & Poor’s Ratings Group, a division of The McGraw Hill Corporation.

“ Second Lien Credit Agreement ” means the Second Lien Credit and Guaranty Agreement dated as of the Closing Date among the Borrower, certain Subsidiaries of Borrower, as guarantors, CIBC WM, as sole lead arranger and sole bookrunner, CIBC, as administrative agent , and the other agents and lenders party thereto as it may be amended, modified, renewed, refunded, replaced or refinanced from time to time pursuant to Section 6.14.

“ Second Lien Term Loans ” means the Second Lien Term Loans in an aggregate principal amount of $37,000,000 made on the Closing Date under the Second Lien Credit Agreement.

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“ Secured Parties ” has the meaning assigned to that term in the Pledge and Security Agreement.

“ Securities ” means any stock, shares, partnership interests, voting trust certificates, certificates of interest or participation in any profit-sharing agreement or arrangement, options, warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as “securities” or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing.

“ Securities Act ” means the Securities Act of 1933, as amended from time to time, and any successor statute.

“ Sellers ” as defined in the definition of Acquisition.

“ Solvency Certificate ” means a Solvency Certificate of the chief financial officer of Borrower substantially in the form of Exhibit E-2.

“ Solvent ” means, with respect to any Loan Party, that as of the date of determination both (i) (a) the sum of such Loan Party’s debt (including contingent liabilities) does not exceed the present fair saleable value of such Loan Party’s present assets; (b) such Loan Party’s capital is not unreasonably small in relation to its business as contemplated on the Closing Date and reflected in the Projections or with respect to any transaction contemplated or undertaken after the Closing Date; and (c) such Person has not incurred and does not intend to incur, or believe (nor should it reasonably believe) that it will incur, debts beyond its ability to pay such debts as they become due (whether at maturity or otherwise); and (ii) such Person is “solvent” within the meaning given that term and similar terms under applicable laws relating to fraudulent transfers and conveyances. For purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5).

“ Stock Purchase Agreement ” means the Stock Purchase Agreement, dated as of June 1, 2007, entered into by Borrower, Chem Rx and the Sellers, as it may be amended, supplemented, restated or otherwise modified from time to time in accordance with the provisions of Section 6.13 hereof.

“ Subject Transaction ” as defined in Section 6.07(d).

“ Subsidiary ” means, with respect to any Person, any corporation, partnership, limited liability company, association, joint venture or other business entity of which more than 50% of the total voting power of shares of stock or other ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Person or Persons (whether directors, managers, trustees or other Persons performing similar functions) having the power to direct or cause the direction of the management and policies thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof; provided , in determining the percentage of ownership interests of any Person controlled by another Person, no ownership interest in the nature of a “qualifying share” of the former Person shall be deemed to be outstanding.

“ Swing Line Lender ” means CIBC Inc. in its capacity as Swing Line Lender hereunder, together with its permitted successors and assigns in such capacity.

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“ Swing Line Loan ” means a Loan made by Swing Line Lender to Borrower pursuant to Section 2.05.

“ Swing Line Note ” means a promissory note in the form of Exhibit B-4, as it may be amended, supplemented or otherwise modified from time to time.

“ Swing Line Sublimit ” means the lesser of (i) $2,500,000, and (ii) the aggregate unused amount of Revolving Commitments then in effect.

“ Syndication Agent ” shall mean a syndication agent appointed by the Lead Arranger pursuant to Section 9.01.

“ Target ” as defined in the definition of Permitted Acquisition.

“ Target Sale ” as defined in Section 6.08(c).

“ Taxes ” means all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“ Term Loan ” means an Initial Term Loan or a Delayed Draw Term Loan.

“ Term Loan Commitment ” means the Initial Term Loan Commitment or the Delayed Draw Term Loan Commitment, and “Term Loan Commitments” means such commitments of all Lenders in the aggregate.

“ Term Loan Maturity Date ” means the Initial Term Loan Maturity Date or the Delayed Draw Term Loan Maturity Date.

“ Term Loan Exposure ” means, with respect to any Lender, as of any date of determination, the outstanding principal amount of the Term Loans of such Lender; provided at any time prior to the making of the Term Loans, the Term Loan Exposure of any Lender shall be equal to such Lender’s Term Loan Commitment.

“ Termination Date ” means the date on which all Commitments have been reduced to zero, the principal of and interest on all Loans and all fees payable hereunder have been paid in full, and all Letters of Credit shall have expired, been cancelled or cash collateralized (to the reasonable satisfaction of the Issuing Bank) in accordance herewith or shall no longer constitute Obligations hereunder.

“ Title Policy ” as defined in Section 5.12(b)(iv).

“ Total Leverage Ratio ” means the ratio as of the last day of any Fiscal Quarter of (i) Consolidated Total Debt as of such day (other than any Initial Seller Notes, Earnout Seller Notes, Initial Earnout Payments and Milestone Payments) to (ii) Consolidated Adjusted EBITDA for the four-Fiscal Quarter period ending on such date.

“ Total Utilization of Revolving Commitments ” means, as at any date of determination, the sum of (i) the aggregate principal amount of all outstanding Revolving Loans (other than Revolving Loans made for the purpose of repaying any Refunded Swing Line Loans or reimbursing Issuing Bank for

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any amount drawn under any Letter of Credit, but not yet so applied), (ii) the aggregate principal amount of all outstanding Swing Line Loans, and (iii) the Letter of Credit Usage.

“ Transaction Costs ” means the fees, costs and expenses payable by Borrower or any of Borrower’s Subsidiaries on or before the Closing Date in connection with the transactions contemplated by the Loan Documents and the Related Agreements.

“ Transactions ” means the Acquisition, the Equity Contribution, the entering into and funding of the Term Loans and the Revolving Loans, the entering into and funding of the Second Lien Term Loans , the repayment of certain Existing Indebtedness and all related transactions.

“ Transactions Rule ” as defined in Section 4.23(g).

“ Type of Loan ” means (i) with respect to either Term Loans or Revolving Loans, a Base Rate Loan or a Eurodollar Rate Loan, and (ii) with respect to Swing Line Loans, a Base Rate Loan.

“ UCC ” means the Uniform Commercial Code (or any similar or equivalent legislation) as in effect in any applicable jurisdiction.

“ Unit Redemption Agreement ” means the agreement dated as of October 1, 2007 between Chem Rx and Salerno, pursuant to which Chem Rx will acquire the 8.82352% interest owned by Salerno in Chem Rx-PA.

“ Warrant ” means each warrant to purchase one share of common Capital Stock of Borrower on or prior to October 20, 2009 that was issued in connection with the initial public offering of Paramount Acquisition Corp. (now Chem Rx Corporation) or that may be issued pursuant to the exercise of the unit purchase option granted to EarlyBirdCapital, Inc.

“ Wholly Owned Subsidiary ” of any Person means a Subsidiary of such Person of which securities (except for directors’ qualifying shares) or other ownership interests representing 100% of the Capital Stock are, at the time any determination is being made, owned, controlled or held by such Person or one or more Wholly Owned Subsidiaries of such Person or by such Person and one or more Wholly Owned Subsidiaries of such Person.

“ 750 Park Place ” means 750 Park Place Realty Co., LLC, owner of the facility leased by Chem Rx in Long Beach, New York.

Section 1.02                             Accounting Terms .

Except as otherwise expressly provided herein, all accounting terms not otherwise defined herein shall have the meanings assigned to them in conformity with GAAP. Financial statements and other information required to be delivered by Borrower to Lenders pursuant to Sections 5.01(a), 5.01(b) and 5.01(c) shall be prepared in accordance with GAAP as in effect at the time of such preparation. Subject to the foregoing, calculations in connection with the definitions, covenants and other provisions hereof shall utilize accounting principles and policies in conformity with those used to prepare the Historical Financial Statements. To the extent there are any changes in GAAP from the date of this Agreement, if at any time such change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and Borrower or Administrative Agent shall so request, Administrative Agent and Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP; provided that , until so amended,

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such ratio or requirement shall continue to be computed in accordance with such GAAP prior to such change therein.

Section 1.03                             Interpretation, etc.

The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”  The word “will” shall be construed to have the same meaning and effect as the word “shall.”  Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. For the avoidance of doubt, references to “Borrower and its Subsidiaries” herein shall exclude 750 Park Place.

Section 1.04                             Construction .

Each of the parties hereto acknowledges that (i) it has been represented by counsel in the negotiation and documentation of the terms of this Agreement; (ii) it has had full and fair opportunity to review and revise the terms of this Agreement; (iii) this Agreement has been drafted jointly by all of the parties hereto; and (iv) neither Administrative Agent nor any Lender has any fiduciary relationship with or duty to Borrower arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between Administrative Agent and the Lenders, on the one hand, and Borrower, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. Accordingly, each of the parties hereto acknowledges and agrees that the terms of this Agreement shall not be construed against or in favor of another party.

ARTICLE TWO
LOANS AND LETTERS OF CREDIT

Section 2.01                             Term Loan Commitments .

(a)                                   Subject to the terms and conditions hereof,

(i)                                      each Lender severally agrees to make, on the Closing Date, a Initial Term Loan to Borrower in an amount equal to such Lender’s Initial Term Loan Commitment; and

(ii)                                   during the Delayed Draw Term Loan Commitment Period, each Lender holding a Delayed Draw Term Loan Commitment severally agrees to make, on the applicable Delayed Draw Term Loan Credit Dates, Delayed Draw Term Loans to Borrower in an amount equal to such Lender’s Delayed Draw Term Loan Commitment.

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(b)                                  Borrower may make only one borrowing under the Initial Term Loan Commitment which shall be on the Closing Date. Borrower may make two borrowings under the Delayed Draw Term Loan Commitment during the Delayed Draw Term Loan Commitment Period, and Delayed Draw Term Loans that are (i) Base Rate Loans shall be made in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess of that amount and (ii) Eurodollar Rate Loans shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $100,000 in excess of that amount. Any amount borrowed under this Section 2.01 and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.26, 2.27 and 2.28, all amounts owed hereunder with respect to (i) the Initial Term Loans shall be paid in full no later than the Initial Term Loan Maturity Date and (ii) the Delayed Draw Term Loans shall be paid in full no later than the Delayed Draw Term Loan Maturity Date. Each Lender’s Initial Term Loan Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Initial Term Loan Commitment on such date. A portion of each Lender’s Delayed Draw Term Loan Commitment shall terminate immediately and without further action after giving effect to the funding of such portion of such Lender’s Delayed Draw Term Loan Commitment on the applicable Delayed Draw Term Loan Credit Date.

(c)                                   The Delayed Draw Term Loans may be effected, in the sole discretion of the Administrative Agent, through an increase in the Initial Term Loans, in which case (w) any Delayed Draw Term Loan Lender not already an Initial Term Loan Lender hereunder shall become an Initial Term Loan Lender, (x) anything in Section 2.14 to the contrary notwithstanding, the Loans made pursuant to the Delayed Draw Term Loan Commitment shall be made solely by the Delayed Draw Term Loan Lenders (but thereafter the provisions of Section 2.14 shall be applicable to such Loans), (y) the initial Loans made pursuant to the Delayed Draw Term Loan Commitment shall be either Base Rate Loans or Eurodollar Rate Loans with an Interest Period ending on the last day of the earliest expiring then-outstanding Interest Period for Initial Term Loans (notwithstanding any requirement herein that Interest Periods be one, two, three, six, nine or 12 months) and (z) as promptly as practicable following the making of such Delayed Draw Term Loans (but in any event not later than the last day of such earliest-expiring then-outstanding Interest Period for Initial Term Loans), the Delayed Draw Term Loans shall be coordinated with all Initial Term Loans so that all outstanding Initial Term Loans of each Type are allocated ratably among the Initial Term Loan Lenders (including any Delayed Draw Term Loan Lenders that have become Initial Term Loan Lenders) as required by Section 2.14, but in no event shall such reallocation result in a change to the interest periods of the Initial Term Loans that would cause Borrower to be liable for compensation to any Lender pursuant to Section 2.33(c) for any losses, expenses or liabilities.

Section 2.02                             Borrowing Mechanics for Term Loans .

Borrower shall deliver to Administrative Agent a fully executed Funding Notice at least three Business Days in advance of the Closing Date or a Delayed Draw Term Loan Credit Date, as applicable, in the case of a Eurodollar Rate Loan, and at least one Business Day in advance of the Closing Date or a Delayed Draw Term Loan Credit Date, as applicable, in the case of a Base Rate Loan. Promptly upon receipt by Administrative Agent of such Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing; provided that in the case of the Initial Term Loans, Borrower shall have delivered to the Administrative Agent a funding indemnity letter reasonably satisfactory to the Administrative Agent concurrently with the Funding Notice.

Each Lender shall make its Initial Term Loan available to Administrative Agent not later than 12:00 p.m. (New York City time) on the Closing Date, by wire transfer of same day funds in Dollars, at Administrative Agent’s Principal Office. Upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of the Term Loans available to Borrower

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on the Closing Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders to be credited to the account of Borrower at Administrative Agent’s Principal Office or to such other account as may be designated in writing to Administrative Agent by Borrower.

Section 2.03                             Revolving Commitments .

During the Revolving Commitment Period, subject to the terms and conditions hereof, each Lender with a Revolving Commitment severally agrees to make Revolving Loans to Borrower in the aggregate amount up to but not exceeding such Lender’s Revolving Commitment; provided , after giving effect to the making of any Revolving Loans, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect. Amounts borrowed pursuant to this Section 2.03 may be repaid and reborrowed during the Revolving Commitment Period. Each Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Commitments shall be paid in full no later than such date.

Section 2.04                             Borrowing Mechanics for Revolving Loans .

(a)                                   Except pursuant to Section 2.10, Revolving Loans that are Base Rate Loans shall be made in an aggregate minimum amount of $250,000 and integral multiples of $100,000 in excess of that amount, and Revolving Loans that are Eurodollar Rate Loans shall be in an aggregate minimum amount of $500,000 and integral multiples of $100,000 in excess of that amount.

(b)                                  Whenever Borrower desires that Lenders make Revolving Loans, Borrower shall deliver to Administrative Agent a fully executed and delivered Funding Notice no later than 10:00 a.m. (New York City time) at least three Business Days in advance of the proposed Credit Date in the case of a Eurodollar Rate Loan, and at least one Business Day in advance of the proposed Credit Date in the case of a Revolving Loan that is a Base Rate Loan. Except as otherwise provided herein, a Funding Notice for a Revolving Loan that is a Eurodollar Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to make a borrowing in accordance therewith.

(c)                                   Notice of receipt of each Funding Notice in respect of Revolving Loans, together with the amount of each Lender’s Pro Rata Share thereof, if any, together with the applicable interest rate, shall