Exhibit 10.5
$6,000,000.00
AMENDMENT NO.
9
TO
LOAN AND SECURITY
AGREEMENT
originally dated as of April 21,
1999
by and among
ALLION HEALTHCARE,
INC.
f/k/a THE CARE GROUP,
INC.
MAIL ORDER MEDS OF TEXAS,
INC.
f/k/a MAIL ORDER MEDS,
INC.
MOMS PHARMACY, INC. (NEW
YORK)
f/k/a MAIL ORDER MEDS OF NEW
YORK, INC.
MOMS PHARMACY, INC.
(CALIFORNIA)
MOMS PHARMACY, LLC
MEDICINE MADE EASY
NORTH AMERICAN HOME HEALTH
SUPPLY, INC.
SPECIALTY PHARMACIES,
INC.
(“Borrower”)
and
GE HFS HOLDINGS,
INC.
f/k/a HELLER HEALTHCARE FINANCE,
INC.
(“Lender”)
Amended as of September 29, 2005
1
AMENDMENT NO. 9 TO LOAN AND
SECURITY AGREEMENT
THIS AMENDMENT NO. 9 LOAN AND
SECURITY AGREEMENT (this
“ Amendment ”) is made as of this 29
th
day of September, 2005,
by and among ALLION HEALTHCARE, INC . f/k/a THE CARE
GROUP, INC. , a Delaware corporation (“ Allion
”), MAIL ORDER MEDS OF TEXAS, INC ., a Texas
corporation (“ Meds Texas ”), MOMS PHARMACY,
INC. f/k/a MAIL ORDER MEDS OF NEW YORK, INC., a New York
corporation, (“ Moms New York ”), MOMS
PHARMACY, INC., a California corporation, (“ Moms
California ”), MOMS PHARMACY, LLC , a Florida
limited liability company (“ Moms Florida ”),
MEDICINE MADE EASY , a California corporation (“
Medicine Made Easy ”), NORTH AMERICAN HOME HEALTH
SUPPLY, INC. , a California corporation (“ North
American ”), SPECIALTY PHARMACIES, INC. , a
Washington corporation (“ Specialty ” and,
collectively with Allion, Meds Texas, Moms New York, Moms
California, Moms Florida, Medicine Made Easy and North American,
the “ Borrower ”), and GE HFS HOLDINGS, INC
f/k/a HELLER HEALTHCARE FINANCE , a Delaware corporation
(“ Lender ”).
RECITALS
WHEREAS, pursuant to that certain Loan and Security
Agreement dated April 21, 1999 by and between Borrower and
Lender (as previously amended, as amended hereby and as further
amended, modified and restated from time to time, the “
Loan Agreement ”), Lender agreed to make available to
Borrower a revolving credit loan (the “ Loan ”);
and
WHEREAS, Borrower has requested that Lender make certain
modifications to the Loan Agreement, as more fully set forth
herein, and Lender is agreeable to such request only on the terms
and conditions set forth herein; and
NOW, THEREFORE,
in consideration of the foregoing,
the terms and conditions set forth in this Amendment, and other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Lender and Borrower hereby agree as
follows:
Section 1.
Definitions . Unless otherwise defined in this Amendment, all
capitalized terms used but not defined herein shall have the
meanings assigned to such terms in the Loan Agreement.
Section 2. Revocation of
Notice of Termination . Borrower hereby revokes the notice of
termination of the Agreement, dated August 5, 2005, sent by
Borrower to Lender.
2
Section 3. Amendments to
Loan Agreement . As
of the Effective Date, the Loan Agreement shall be modified as
follows:
(a) Article I of the Loan Agreement
is hereby amended by inserting the following:
“ Section 1.32(a). Ninth
Amendment . ‘Ninth Amendment’ means that
certain Amendment No. 9 to Loan and Security Agreement, dated
as of September 29, 2005, by and between Borrower and
Lender.
Section 1.32(b). Ninth
Amendment Effective Date . ‘Ninth Amendment Effective Date’ has
the meaning set forth in the Ninth Amendment.”
(b) Clause (i) of
Section 2.2(a) of the Loan Agreement is hereby amended and
restated in its entirety to read as follows:
“(i) Borrower may give Lender
notice of its intention to borrow, in which notice Borrower shall
specify the amount of the proposed borrowing and the proposed
borrowing date, not later than 2:00 p.m. Eastern time two
(2) Business Days before the proposed borrowing date;
provided , however , that no such request may be made
at a time when there exists an Event of Default; provided ,
further , that, in the case of the first notice of
Lender’s intention to borrower occurring after the Ninth
Amendment Effective Date, such notice shall be not later than 2:00
p.m. Eastern time ten (10) Business Days before the proposed
borrowing date; and”
(c) The second sentence of
Section 2.3 of the Loan Agreement is hereby amended and
restated in its entirety t
