Joint Venture Uses in Charter Documents; Fiscal Year; Name; Jurisdiction of Organization; Dissolution; Use of Proceeds Clause

Charter Documents; Fiscal Year; Name; Jurisdiction of Organization; Dissolution; Use of Proceeds from Revolving Credit Agreement

THIS SECOND AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT (the Agreement) dated as of March 21, 2006, is entered into among UNITED STATES PHARMACEUTICAL GROUP, L.L.C. d/b/a NATIONSHEALTH, a Delaware limited liability company (USPG), NATIONSHEALTH HOLDINGS, L.L.C., a Florida limited liability company (NHH), and NATIONSHEALTH, INC., a Delaware corporation (NationsHealth) (jointly and severally, the Borrower) and CAPITALSOURCE FINANCE LLC, a Delaware limited liability company (the Lender).

Charter Documents; Fiscal Year; Name; Jurisdiction of Organization; Dissolution; Use of Proceeds. Borrower shall not (i) amend, modify, restate or change its certificate of incorporation or formation or bylaws or similar charter documents in a manner that would be adverse to Lender, (ii) change its fiscal year unless Borrower demonstrates to Lenders satisfaction compliance with the covenants contained herein for both the fiscal year in effect prior to any change and the new fiscal year period by delivery to Lender of appropriate interim and annual pro forma, historical and current compliance certificates for such periods and such other information as Lender may reasonably request, (iii) without at least 20 days prior written notice to Lender, change its name or change its jurisdiction of organization; (iv) amend, alter or suspend or terminate or make provisional in any material way, any Permit without the prior written consent of Lender, which consent shall not be unreasonably withheld, (v) wind up, liquidate or dissolve (voluntarily or involuntarily) or commence or suffer any proceedings seeking or that would result in any of the foregoing, or (vi) use any proceeds of any Advance for purchasing or carrying margin stock as defined in Regulations U, T or X of the Board of Governors of the Federal Reserve System.