EXHIBIT G TO FIRST LIEN CREDIT AND GUARANTY AGREEMENT FIRST LIEN PLEDGE AND SECURITY AGREEMENT dated as of October 26, 2007 among CHEM RX CORPORATION, EACH OF THE OTHER GRANTORS PARTY HERETO and CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK AGENCY, as...Pledge and Security Agreement • November 1st, 2007 • Paramount Acquisition Corp • Blank checks • New York
This FIRST LIEN PLEDGE AND SECURITY AGREEMENT, dated as of October 26, 2007 (this “Agreement”), between EACH OF THE UNDERSIGNED, whether as an original signatory hereto or as an Additional Grantor (as herein defined) (each, a “Grantor”), and Canadian Imperial Bank of Commerce, New York Agency, as Collateral Agent for the Secured Parties (as herein defined) (in such capacity as Collateral Agent, the “Collateral Agent”).
CHEM RX CORPORATION SUBORDINATED NOTEParamount Acquisition Corp • November 1st, 2007 • Blank checks • New York
FOR VALUE RECEIVED, Chem Rx Corporation, a Delaware corporation (the “Borrower”), hereby promises to pay to the order of Jerry Silva, as Life Tenant, and Steven Silva, as Remainderman (the “Payee”), or its successors or assigns, on April 30, 2015 (the “Maturity Date”), the principal sum of $3,500,964.73, or such greater or lesser amount as may be from time to time outstanding from the Payee to the Borrower, together with interest thereon at the rate set forth below.
GUARANTY OF LEASEGuaranty of Lease • November 1st, 2007 • Paramount Acquisition Corp • Blank checks • New York
This Guaranty is an absolute and unconditional guaranty of payment and of performance. It shall be enforceable against the Guarantor, its successors and assigns, without the necessity for any suit or proceedings on Landlord’s part of any kind or nature whatsoever against Tenant, its
Managed Healthcare Associates, Inc. MHA 2000 Member AgreementMembership Agreement • November 1st, 2007 • Paramount Acquisition Corp • Blank checks
This Agreement is entered into this 5th day of July, 1995 between Managed Healthcare Associates, Inc. of Florham Park, NJ and BJK/Chem RX (herein referred to as the MHA 2000 “Provider”) with offices at, 3700 Oceanside, RD, Oceanside, NY
ContractVoting Agreement • November 1st, 2007 • Paramount Acquisition Corp • Blank checks • New York
VOTING AGREEMENT, dated as of October 26, 2007 (this “Agreement”), among the persons listed under the caption “Chem Rx Group” on the signature page hereto (the “Chem Rx Group”), the persons listed under the caption “Paramount Group” on the signature page hereto (the “Paramount Group”), and Paramount Acquisition Corp., a Delaware corporation (“Paramount”).
ContractStock Purchase Agreement • November 1st, 2007 • Paramount Acquisition Corp • Blank checks • New York
REGISTRATION RIGHTS AGREEMENT dated as of October 26, 2007, 2007 (this “Agreement”) among Paramount Acquisition Corp., a Delaware corporation (“Paramount”) and the stockholders of B.J.K., Inc., a Delaware corporation doing business as ChemRx (the “Company”), listed on Exhibit A hereto (each a “Seller” and collectively, the “Sellers”).
Amendment to Prime Vendor AgreementPrime Vendor Agreement • November 1st, 2007 • Paramount Acquisition Corp • Blank checks
This is the first amendment (the “Amendment”) to the Prime Vendor Agreement (“Agreement”), dated May 1, 2007 (“Agreement Date”), among AmerisourceBergen Drug Corporation, a Delaware corporation (“ABDC”), and BJK, Inc., d.b.a. Chem Rx, a New York corporation (“Customer”), Chem Rx New Jersey, LLC, A New Jersey corporation and ChemRx/Salerno’s, LLC, a Pennsylvania limited liability company (“Affiliates”). This Amendment is effective as of October 26, 2007 (“Effective Date”).
UNIT PURCHASE AGREEMENTUnit Purchase Agreement • November 1st, 2007 • Paramount Acquisition Corp • Blank checks • Pennsylvania
UNIT PURCHASE AGREEMENT (this “Agreement”), dated as of October 1, 2007, by and between Benny Salerno (the “Seller”) and B.J.K. Inc., a New York corporation doing business as Chem Rx (the “Purchaser”). Reference is hereby made to that certain operating agreement of ChemRx/Salerno’s, LLC, a Pennsylvania limited liability company (the “Company”), dated January 17, 2007, by and among the Purchaser and the Seller (the “Operating Agreement”). All capitalized terms not otherwise defined herein shall have the meanings set forth in the Operating Agreement.
SECOND AMENDED AND RESTATED LEASE AGREEMENTLease Agreement • November 1st, 2007 • Paramount Acquisition Corp • Blank checks • New York
THIS SECOND AMENDED AND RESTATED LEASE AGREEMENT (this “Lease”), is made as of the 26th day of October, 2007 between 750 PARK PLACE REALTY CO., LLC, with offices at 750 Park Place, Long Beach, New York 11561 (the “Landlord”), and B.J.K. INC., d/b/a Chem Rx, a with offices at 750 Park Place, Long Beach, New York 11561 (the “Tenant”).
MHA LONG TERM CARE NETWORK, INC. PARTICIPATING PROVIDER AGREEMENTParticipating Provider Agreement • November 1st, 2007 • Paramount Acquisition Corp • Blank checks • New Jersey
This Participating LTC Pharmacy Agreement (“Agreement”) is between MHA Long Term Care Network, Inc. (“Network”) a Delaware corporation located at 25A Vreeland Ave #203, Florham Park, New Jersey 07932 and the Long-Term Care Pharmacy (“LTC Pharmacy”) which has executed the signature page hereof.
SECOND 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...Credit and Guaranty Agreement • November 1st, 2007 • Paramount Acquisition Corp • Blank checks • New York
This SECOND 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 Agent” and “Collateral Agent”).
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,Credit and Guaranty Agreement • November 1st, 2007 • Paramount Acquisition Corp • Blank checks • New York
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 Agent” and “Collateral Agent”).
EXHIBIT G TO SECOND LIEN CREDIT AND GUARANTY AGREEMENT SECOND LIEN PLEDGE AND SECURITY AGREEMENT dated as of October 26, 2007 among CHEM RX CORPORATION, EACH OF THE OTHER GRANTORS PARTY HERETO and CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK AGENCY,...Credit and Guaranty Agreement • November 1st, 2007 • Paramount Acquisition Corp • Blank checks • New York
This SECOND LIEN PLEDGE AND SECURITY AGREEMENT, dated as of October 26, 2007 (this “Agreement”), between EACH OF THE UNDERSIGNED, whether as an original signatory hereto or as an Additional Grantor (as herein defined) (each, a “Grantor”), and Canadian Imperial Bank of Commerce, New York Agency, as Collateral Agent for the Secured Parties (as herein defined) (in such capacity as Collateral Agent, the “Collateral Agent”).
Prime Vendor AgreementPrime Vendor Agreement • November 1st, 2007 • Paramount Acquisition Corp • Blank checks
This Prime Vendor Agreement (“Agreement”) is made as of April 1, 2007 (“Effective Date”) by AmerisourceBergen Drug Corporation, a Delaware corporation (“ABDC”), and BJK, Inc., d.b.a. Chem Rx, a New York corporation (“Customer”).
