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Exhibit 10.1
GUARANTEE AGREEMENT
GUARANTEE AGREEMENT, dated as of August 13, 1997, among the entities
listed on Annex A attached hereto (collectively, the "Guarantors") and National
City Bank (the "Trustee").
WHEREAS NCS HealthCare, Inc. (the "Company") and the Trustee, have
entered into an Indenture dated as of August 13, 1997 regarding up to
$115,000,000 in aggregate principal amount of 5-3/4% Convertible Subordinated
Debentures due 2004 of the Company (the "Securities");
NOW, THEREFORE, in accordance with Article 10 of the Indenture and for
value received, each of the undersigned Guarantors jointly and severally
guarantee to the Trustee and to the holders of the Securities (the "Holders")
the punctual payment of the obligations of the Company under the Indenture, as
the direct and primary obligation of the undersigned, waiving all demands and
suretyship defenses.
Any term used herein and not otherwise defined herein shall have the
meaning assigned to such term in the Indenture.
ARTICLE I
The Guarantees
--------------
SECTION 101. UNCONDITIONAL GUARANTEES. (a) For value received, the
Guarantors, jointly and severally, hereby fully, unconditionally and absolutely
guarantee (the "Guarantees") to the Holders and to the Trustee the complete and
punctual payment and performance by the Company of the obligations of the
Company under the Indenture (the "Obligations"), and further agree to pay any
and all reasonable expenses (including, without limitation, all fees and
disbursements of counsel) which may be paid or incurred by the Trustee or the
Holders in enforcing their rights under the Guarantees.
(b) Failing payment or performance by the Company when due of any
Obligation guaranteed pursuant to the Guarantees, for whatever reason, the
Guarantors, jointly and severally, will be obligated to pay or perform the same
immediately. Each of the Guarantors hereby agrees that its obligations hereunder
shall be full, unconditional and absolute, irrespective of the validity or
enforceability of the Securities, the Guarantees or the Indenture, the absence
of any action to enforce the same, any waiver or consent by any Holder with
respect to any provisions hereof or thereof, any release of any other
Guarantor, the recovery of any judgment against the Company, any action to
enforce the same or any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of a Guarantor. Each of the Guarantors
hereby agrees that in the event of a default in payment of the principal of, or
premium, if any, or interest on the
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Securities, whether at the stated maturity or by declaration of acceleration,
call for redemption or otherwise, legal proceedings may be instituted by the
Trustee on behalf of the Holders or, subject to Section 508 of the Indenture,
by the Holders, on the terms and conditions set forth in the Indenture,
directly against each of the Guarantors to enforce the Guarantees without first
proceeding against the Company.
(c) The obligations of each Guarantor herein shall be as aforesaid
full, unconditional and absolute and shall not be impaired, modified, released
or limited by any occurrence or condition whatsoever, including, without
limitation, (i) any compromise, settlement, release, waiver, renewal, extension,
indulgence or modification of, or any change in, any of the obligations and
liabilities of the Company or any Guarantor contained in the Securities or the
Indenture, (ii) any impairment, modification, release or limitation of the
liability of the Company, any Guarantor or any of their estates in bankruptcy,
or any remedy for the enforcement thereof, resulting from the operation of any
present or future provision of title 11, U.S. Code or any similar Federal or
state law for the relief of debtors, as amended, or other statute or from the
decision of any court, (iii) the assertion or exercise by the Company, any
Guarantor or the Trustee of any rights or remedies, (iv) the assignment or the
purported assignment of any property as security for the Securities, including
all or any part of the rights of the Company or any Guarantor under the
Indenture, (v) the extension of the time for payment by the Company or any
Guarantor of any payments or other sums or any part thereof owing or payable
under any of the terms and provisions of the Securities or the Indenture or of
the time for performance by the Company or any Guarantor of any other
obligations under or arising out of any such terms and provisions or the
extension of the renewal of any thereof, (vi) the modification or amendment
(whether material or otherwise) of any duty, agreement or obligation of the
Company or any Guarantor set forth herein or in the Indenture or (vii) the
voluntary or involuntary liquidation, dissolution, sale or other disposition of
all or substantially all of the assets, marshalling of assets and liabilities,
receivership, insolvency, bankruptcy, assignment for the benefit of creditors,
reorganization of, or other similar proceeding affecting, the Company or any of
the Guarantors or any of their respective assets.
(d) The Guarantors each hereby (i) waives diligence, presentment,
demand of payment, filing of claims with a court in the event of the merger,
insolvency or bankruptcy of the Company or a Guarantor, and all demands
whatsoever, (ii) acknowledges that any agreement, instrument or document
evidencing the Guarantees may be transferred and that the benefit of its
obligations hereunder shall extend to each holder of any agreement, instrument
or document evidencing the Guarantees without notice to them and (iii) covenants
that its Guarantee will not be discharged except by complete performance of the
Guarantees or upon payment, performance and satisfaction in full by the Company
of its obligations under the Indenture. Each Guarantor further agrees that if at
any time all or any part of any payment theretofore applied by any person to any
Guarantee is, or must be, rescinded or returned for any reasons whatsoever,
including without limitation, the insolvency, bankruptcy or reorganization of
the Company or any Guarantor, such Guarantee, as the case may be, shall, to the
extent that such payment is or must be rescinded or returned, be deemed to have
continued in existence notwithstanding such application, and the Guarantees
shall continue to be effective or be reinstated as though such application had
not been made.
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(e) Each Guarantor shall be subrogated to all rights of the Holders
and the Trustee against the Company in respect of any amounts paid by such
Guarantor pursuant to the provisions of the Indenture, PROVIDED, HOWEVER, that
no Guarantor shall be entitled to enforce or to receive any payments arising out
of, or based upon, such right of subrogation until all of the Securities and the
Guarantees shall have been paid in full or discharged.
SECTION 102. LIMITATION OF GUARANTOR'S LIABILITY. Each Guarantor and
by its acceptance hereof each Holder confirms that it is the intention of all
such parties that the guarantee by such Guarantor pursuant to its Guarantee not
constitute a fraudulent transfer or conveyance for purposes of any federal,
state or foreign law. To effectuate the foregoing intention, the Holders and
each Guarantor hereby irrevocably agree that the obligations of each Guarantor
under its Guarantee shall be limited to the maximum amount as will, after giving
effect to all other contingent and fixed liabilities of such Guarantor and after
giving effect to any collections from payments made by or on behalf of any other
Guarantor in respect of the obligations of such other Guarantor under its
Guarantee or pursuant to Section 103, result in the obligations of such
Guarantor under its Guarantee not constituting a fraudulent conveyance or
fraudulent transfer under federal, state or foreign law.
SECTION 103. CONTRIBUTION. In order to provide for just and equitable
contribution among the Guarantors, the Guarantors agree, INTER SE that, in the
event any payment or distribution is made by any Guarantor (a "Funding
Guarantor") under its Guarantee, such Funding Guarantor shall be entitled to a
contribution from each other Guarantor in a pro rata amount based on the
Adjusted Net Assets (defined below) of each Guarantor (including the Funding
Guarantor) for all payments, damages and expenses incurred by the Funding
Guarantor in discharging the Company's obligations with respect to the
Securities or any other Guarantor's obligations with respect to its Guarantee.
For purposes of this Section, Adjusted Net Assets of a Guarantor at any date
shall mean the lesser of: (x) the amount by which the fair value of the property
of such Guarantor at such date exceeds the total amount of liabilities,
including, without limitation, the probable amount of contingent liabilities
(after giving effect to all other fixed and contingent liabilities incurred or
assumed on such date) of such Guarantor at such date, but excluding liabilities
under the Guarantee of such Guarantor, and (y) the amount by which the present
fair saleable value of the assets of such Guarantor at such date exceeds the
amount that will be required to pay the probable liability of such Guarantor on
its debts (after giving effect to all fixed and contingent liabilities incurred
or assumed on such date), excluding debt in respect of the Guarantee of such
Guarantor, as they become absolute and matured.
SECTION 104. ADDITION OF GUARANTORS. For as long as any Guarantees are
required to remain in effect pursuant to the terms of the Indenture, promptly
but in no event later than 30 days following the acquisition or creation of any
Wholly Owned Subsidiary after the date of the Indenture, this Guaranty Agreement
shall be amended to add such Subsidiary as a Guarantor.
SECTION 105. RELEASE OF GUARANTEE. Notwithstanding anything to
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the contrary contained in this Article 1, in the event that any of the
undersigned entities (i) shall no longer be a member of an affiliated group
(within the meaning of Section 279(g) of the Internal Revenue Code of 1986, as
amended) which includes the Company, or (ii) shall no longer be obligated to
guarantee any Obligations under the Indenture for any other reason, such entity
shall be released from all liability hereunder and the Guarantee of such entity
shall be of no further force or effect.
ARTICLE II
Subordination of Guarantees
---------------------------
SECTION 201. GUARANTEES SUBORDINATE TO SENIOR INDEBTEDNESS.
Each Guarantor covenants and agrees, and pursuant to the Indenture
each Holder, by his acceptance thereof, likewise covenants and agrees, that, to
the extent and in the manner hereafter set forth in this Article, the payment of
the principal of (and premium, if any) and interest on the Securities as
guaranteed by each Guarantor pursuant to its Guarantee are hereby expressly made
subordinate and subject in right of payment to the prior payment in full of all
Senior Indebtedness (as hereinafter defined) of such Guarantor. For purposes of
this Article, "Senior Indebtedness" with respect to any Guarantor means (a) all
secured Indebtedness for Money Borrowed (as hereinafter defined) of such
Guarantor under such Guarantor's primary credit facility and any predecessor or
successor credit facilities thereto, whether outstanding on the date of
execution of this Guarantee Agreement or thereafter created, incurred or
assumed, (b) all other secured Indebtedness for Money Borrowed of such
Guarantor, whether outstanding on the date of execution of this Guarantee
Agreement or thereafter created, incurred or assumed, except any indebtedness
that by the terms of the instrument or instruments by which such indebtedness
was created or incurred expressly provides that it (i) is junior in right of
payment to the Guarantee or (ii) ranks pari passu in right of payment with the
Guarantee, and (c) any amendments, renewals, extensions, modifications,
refinancings and refundings of any of the foregoing. The term "Indebtedness for
Money Borrowed" when used with respect to any Guarantor, for purposes of this
Article means (i) any obligation of, or any obligation guaranteed by, such
Guarantor for the payment of the purchase price of property or assets evidenced
by a note or similar instrument, (ii) any deferred payment obligation of, or any
such obligation guaranteed by, such Guarantor for the payment of the purchase
price of property or assets evidenced by a note or similar instrument, (iii) any
obligation of or any such obligation guaranteed by, such Guarantor for the
payment of rent or other amounts under a lease of property or assets which
obligation is required to be classified or accounted for as a capitalized lease
on the balance sheet of such Guarantor under generally accepted accounting
principles, (iv) any obligation of, or any such obligation guaranteed by, such
Guarantor for the reimbursement of any obligor of any letter of credit, banker's
acceptance or similar credit transaction, (v) any obligation of, or any such
obligation which is guaranteed by, such Guarantor under interest rate swaps,
caps, collars, options and similar arrangements and (vi) and obligation of such
Guarantor under any foreign exchange contract, currency swap agreement, futures
contract, currency option contract or other foreign currency hedge.
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ARTICLE III
Trust Indenture Act
-------------------
SECTION 301. TRUST INDENTURE ACT; APPLICATION. This Guarantee
Agreement is subject to the provisions of the Trust Indenture Act that are
required to be part of this Guarantee Agreement and shall, to the extent
applicable, be governed by such provisions; and if and to the extent that any
provision of this Guarantee Agreement limits, qualifies or conflicts with the
duties imposed by Sections 310 to 317, inclusive, of the Trust Indenture Act,
such imposed duties shall control.
SECTION 302. LIST OF HOLDERS OF SECURITIES. (a) The Guarantors shall
provide or shall cause to be provided to the Trustee (unless the Trustee is
otherwise the registrar of the Securities) a list, in such form as the Trustee
may reasonably require, of the names and addresses of the Holders of the
Securities ("List of Holders"), (i) semi-annually, not more than 15 days after
each Regular Record Date, as of such Regular Record Date, and (ii) at any other
time within 30 days of receipt by the Guarantors of a written request for a List
of Holders as of a date no more than 15 days before such List of Holders is
given to the Trustee; provided, that the Guarantors shall not be obligated to
provide such List of Holders at any time the List of Holders does not differ
from the most recent List of Holders given to the Trustee by the Guarantors or
the Company.
(b) The Trustee shall comply with its obligations under Sections
311(a), 311(b) and Section 312(b) of the Trust Indenture Act.
SECTION 303. REPORTS BY THE TRUSTEE. Within 60 days after May 15 of
each year, the Trustee shall provide to the Holders of the Securities such
reports as are required by Section 313 of the Trust Indenture Act, if any, in
the form and in the manner provided by Section 313 of the Trust Indenture Act.
The Trustee shall also comply with the requirements of Section 313(d) of the
Trust Indenture Act.
SECTION 304. PERIODIC REPORTS TO TRUSTEE. The Guarantors shall provide
or shall cause to be provided to the Trustee such documents, reports and
information as required by Section 314 (if any) and the compliance certificate
required by Section 314 of the Trust Indenture Act in the form, in the manner
and at the times required by Section 314 of the Trust Indenture Act. Delivery of
such reports, information and documents to the Trustee is for informational
purposes only and the Trustee's receipt of such shall not constitute
constructive notice of any information contained therein or determinable from
information contained therein, including the Guarantors' compliance with any of
their covenants hereunder (as to which the Trustee is entitled to rely
exclusively on Officers' Certificates).
SECTION 305. EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT. The
Guarantors shall provide to the Trustee such evidence of compliance with any
conditions precedent, if any, provided for in this Guarantee Agreement that
relate to any of the matters set forth in Section 314(c) of the Trust Indenture
Act. Any certificate or opinion required to be given by an officer pursuant to
Section 314(c)(l) may be given in
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the form of an Officers' Certificate.
SECTION 306. EVENTS OF DEFAULT; WAIVER. The Holders of not less than a
majority in principal amount of Outstanding Securities may, on behalf of the
Holders of all of the Securities, waive any past default hereunder and its
consequences. Upon such waiver, any such default shall cease to exist, and any
default arising therefrom shall be deemed to have been cured, for every purpose
of the Guarantee Agreement, but no such waiver shall extend to any subsequent or
other default or impair any right consequent thereon.
SECTION 307. EVENT OF DEFAULT; NOTICE. The Trustee shall give the
Holders notice of any default hereunder known to it as and to the extent
provided by the Trust Indenture Act; provided, that, except in the case of
default in any payment pursuant to the Guarantees, the Trustee shall be
protected in withholding such notice if and so long as a committee of
Responsible Officers in good faith determines that the withholding of such
notice is in the interests of the holders of the Securities.
SECTION 308. CONFLICTING INTERESTS. If the Trustee has or shall
acquire a conflicting interest within the meaning of the Trust Indenture Act,
the Trustee shall either eliminate such interest or resign, to the extent and in
the manner provided by, and subject to the provisions of, the Trust Indenture
Act and the Indenture.
ARTICLE IV
Miscellaneous
-------------
SECTION 401. CONDITIONS OF EFFECTIVENESS. This Guarantee Agreement
shall become effective as of the date of this Guarantee Agreement when and if
this Guarantee Agreement has been duly executed by each of the Guarantors and
the Trustee.
SECTION 402. REFERENCE TO AND EFFECT ON THE INDENTURE. The execution,
delivery and effectiveness of this Guarantee Agreement shall not operate as a
waiver of any right, power or remedy of the Trustee under the Indenture, nor
constitute a waiver of any provision of the Indenture, and the Indenture shall
remain in full force and effect and are hereby ratified and confirmed.
SECTION 403. GOVERNING LAW. This Guarantee Agreement shall be governed
by and construed in accordance with the laws of the State of New York, but
without regard to the principles of conflicts of laws thereof.
SECTION 404. HEADINGS. Section headings in this Guarantee Agreement
are included herein for convenience of reference only and shall not constitute
a part of this Guarantee Agreement for any other purpose.
SECTION 405. COUNTERPARTS. This Guarantee Agreement may be executed in
any number of counterparts, all of which taken together shall constitute one
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and the same instrument, and any party hereto may execute this Guarantee
Agreement by signing any such counterpart.
SECTION 406. NOTICES. Any notice or communication shall be in writing
and delivered in person or mailed by first class mail addressed as follows:
if to any Guarantor or all Guarantors:
c/o NCS HealthCare, Inc.
3201 Enterprise Parkway, Suite 220
Beachwood, Ohio 44122
Attention: Chief Financial Officer
if to the Trustee:
National City Bank
Corporate Trust Administration
629 Euclid Avenue, Room 635
Cleveland, Ohio 44114
Attention: Janet A. Schwartz
SECTION 407. RIGHTS OF HOLDERS. The Guarantors expressly acknowledge
that any Holder may institute a legal proceeding directly against the Guarantor
to enforce its rights under this Guarantee Agreement, without first instituting
a legal proceeding against the Company or any other Person.
SECTION 408. AMENDMENTS AND WAIVERS. The provisions of this Guarantee
Agreement may be amended, modified or supplemented by the Trustee and the
Guarantors, provided that, without the consent of each Holder, no amendment,
modification or supplement to this Guarantee Agreement shall be made which
adversely affects the rights of the Holders hereunder in any material respect.
The foregoing notwithstanding, no consent of any Holders shall be required to
(i) reflect the release of any Guarantor from its Guarantee, or the addition of
any Wholly-owned Subsidiary of the Company as a Guarantor, in the manner
provided by the Indenture and this Guarantee Agreement or (ii) cure any
ambiguity, to correct or supplement any provision herein which may be defective
or inconsistent with any other provision herein, or to make any other provisions
with respect to matters or questions arising under this Guarantee Agreement
which shall not be inconsistent with the provisions of this Guarantee Agreement,
provided that such action pursuant to this clause (ii) shall not adversely
affect the rights of Holders hereunder in any material respect.
SECTION 409. SEVERABILITY. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.
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IN WITNESS WHEREOF, the parties hereto have caused this Guarantee
Agreement to be duly executed as of the day and year first above written.
ADVANCED RX SERVICES, INC.
By: /s/Jeffrey R. Steinhilber
-----------------------------------
Jeffrey R. Steinhilber,
Treasurer
Attest:
/s/ Judith B. Wasen
- ----------------------
NATIONAL CITY BANK,
as Trustee
By: /s/ Marla Clark
-----------------------------------
Attest:
/s/ Holly Retina
- ----------------------
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IN WITNESS WHEREOF, the parties hereto have caused this Guarantee
Agreement to be duly executed as of the day and year first above written.
HLF ADULT HOME PHARMACY CORP.
By: /s/Jeffrey R. Steinhilber
-----------------------------------
Jeffrey R. Steinhilber,
Secretary and Treasurer
Attest:
/s/ Judith B. Wasen
- ----------------------
NATIONAL CITY BANK,
as Trustee
By: /s/ Marla Clark
-----------------------------------
Attest:
/s/ Holly Retina
- ----------------------
10
IN WITNESS WHEREOF, the parties hereto have caused this Guarantee
Agreement to be duly executed as of the day and year first above written.
KINETIC SERVICES, INC.
By: /s/Jon H. Outcalt
-----------------------------------
Jon H. Outcalt,
Secretary and Treasurer
Attest:
/s/ Judith B. Wasen
- ----------------------
NATIONAL CITY BANK,
as Trustee
By: /s/ Marla Clark
-----------------------------------
Attest:
/s/ Holly Retina
- ----------------------
11
IN WITNESS WHEREOF, the parties hereto have caused this Guarantee
Agreement to be duly executed as of the day and year first above written.
LOOK DRUG STORES, INC.
By: /s/Jeffrey R. Steinhilber
-----------------------------------
Jeffrey R. Steinhilber,
Secretary and Treasurer
Attest:
/s/ Judith B. Wasen
- ----------------------
NATIONAL CITY BANK,
as Trustee
By: /s/ Marla Clark
-----------------------------------
Attest:
/s/ Holly Retina
- ----------------------
12
IN WITNESS WHEREOF, the parties hereto have caused this Guarantee
Agreement to be duly executed as of the day and year first above written.
LOOMIS ENTERPRISES, INC.
By: /s/Jeffrey R. Steinhilber
-----------------------------------
Jeffrey R. Steinhilber,
Treasurer
Attest:
/s/ Judith B. Wasen
- ----------------------
NATIONAL CITY BANK,
as Trustee
By: /s/ Marla Clark
-----------------------------------
Attest:
/s/ Holly Retina
- ----------------------
13
IN WITNESS WHEREOF, the parties hereto have caused this Guarantee
Agreement to be duly executed as of the day and year first above written.
MANAGEMENT & NETWORK
SERVICES, INC.
By: /s/Jeffrey R. Steinhilber
-----------------------------------
Jeffrey R. Steinhilber,
Treasurer
Attest:
/s/ Judith B. Wasen
- ----------------------
NATIONAL CITY BANK,
as Trustee
By: /s/ Marla Clark
-----------------------------------
Attest:
/s/ Holly Retina
- ----------------------
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IN WITNESS WHEREOF, the parties hereto have caused this Guarantee
Agreement to be duly executed as of the day and year first above written.
MEDI CENTRE, INC.
By: /s/Jeffrey R. Steinhilber
-----------------------------------
Jeffrey R. Steinhilber,
Secretary and Treasurer
Attest:
/s/ Judith B. Wasen
- ----------------------
NATIONAL CITY BANK,
as Trustee
By: /s/ Marla Clark
-----------------------------------
Attest:
/s/ Holly Retina
- ----------------------
15
IN WITNESS WHEREOF, the parties hereto have caused this Guarantee
Agreement to be duly executed as of the day and year first above written.
NCS DAVEN DRUG, INC.
By: /s/Jon H. Outcalt
-----------------------------------
Jon H. Outcalt,
Secretary and Treasurer
Attest:
/s/ Judith B. Wasen
- ----------------------
NATIONAL CITY BANK,
as Trustee
By: /s/ Marla Clark
-----------------------------------
Attest:
/s/ Holly Retina
- ----------------------
16
IN WITNESS WHEREOF, the parties hereto have caused this Guarantee
Agreement to be duly executed as of the day and year first above written.
NCS HEALTHCARE
OF ARKANSAS, INC.
By: /s/Jeffrey R. Steinhilber
-----------------------------------
Jeffrey R. Steinhilber,
Treasurer
Attest:
/s/ Judith B. Wasen
- ----------------------
NATIONAL CITY BANK,
as Trustee
By: /s/ Marla Clark
-----------------------------------
Attest:
/s/ Holly Retina
- ----------------------
17
IN WITNESS WHEREOF, the parties hereto have caused this Guarantee
Agreement to be duly executed as of the day and year first above written.
NCS HEALTHCARE OF
CALIFORNIA, INC.
By: /s/Jon H. Outcalt
-----------------------------------
Jon H. Outcalt,
Secretary and Treasurer
Attest:
/s/ Judith B. Wasen
- ----------------------
NATIONAL CITY BANK,
as Trustee
By: /s/ Marla Clark
-----------------------------------
Attest:
/s/ Holly Retina
- ----------------------
18
IN WITNESS WHEREOF, the parties hereto have caused this Guarantee
Agreement to be duly executed as of the day and year first above written.
NCS HEALTHCARE
OF FLORIDA, INC.
By: /s/Jeffrey R. Steinhilber
-----------------------------------
Jeffrey R. Steinhilber,
Treasurer
Attest:
/s/ Judith B. Wasen
- ----------------------
NATIONAL CITY BANK,
as Trustee
By: /s/ Marla Clark
-----------------------------------
Attest:
/s/ Holly Retina
- ----------------------
19
IN WITNESS WHEREOF, the parties hereto have caused this Guarantee
Agreement to be duly executed as of the day and year first above written.
NCS HEALTHCARE
OF ILLINOIS, INC.
By: /s/Jeffrey R. Steinhilber
-----------------------------------
Jeffrey R. Steinhilber,
Treasurer
Attest:
/s/ Judith B. Wasen
- ----------------------
NATIONAL CITY BANK,
as Trustee
By: /s/ Marla Clark
-----------------------------------
Attest:
/s/ Holly Retina
- ----------------------
20
IN WITNESS WHEREOF, the parties hereto have caused this Guarantee
Agreement to be duly executed as of the day and year first above written.
NCS HEALTHCARE
OF INDIANA, INC.
By: /s/Jeffrey R. Steinhilber
-----------------------------------
Jeffrey R. Steinhilber,
Secretary and Treasurer
Attest:
/s/ Judith B. Wasen
- ----------------------
NATIONAL CITY BANK,
as Trustee
By: /s/ Marla Clark
-----------------------------------
Attest:
/s/ Holly Retina
- ----------------------
21
IN WITNESS WHEREOF, the parties hereto have caused this Guarantee
Agreement to be duly executed as of the day and year first above written.
NCS HEALTHCARE
OF IOWA, INC.
By: /s/Jeffrey R. Steinhilber
-----------------------------------
Jeffrey R. Steinhilber,
Vice President
Attest:
/s/ Judith B. Wasen
- ----------------------
NATIONAL CITY BANK,
as Trustee
By: /s/ Marla Clark
-----------------------------------
Attest:
/s/ Holly Retina
- ----------------------
22
IN WITNESS WHEREOF, the parties hereto have caused this Guarantee
Agreement to be duly executed as of the day and year first above written:
NCS HEALTHCARE
OF KANSAS, INC.
By: /s/Jeffrey R. Steinhilber
-----------------------------------
Jeffrey R. Steinhilber,
Treasurer
Attest:
/s/ Judith B. Wasen
- ----------------------
NATIONAL CITY BANK,
as Trustee
By: /s/ Marla Clark
-----------------------------------
Attest:
/s/ Holly Retina
- ----------------------
23
IN WITNESS WHEREOF, the parties hereto have caused this Guarantee
Agreement to be duly executed as of the day and year first above written:
NCS HEALTHCARE
OF KENTUCKY, INC.
By: /s/Jeffrey R. Steinhilber
-----------------------------------
Jeffrey R. Steinhilber,
Treasurer
Attest:
/s/ Judith B. Wasen
- ----------------------
NATIONAL CITY BANK,
as Trustee
By: /s/ Marla Clark
-----------------------------------
Attest:
/s/ Holly Retina
- ----------------------
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IN WITNESS WHEREOF, the parties hereto have caused this Guarantee
Agreement to be duly executed as of the day and year first above written:
RESCOT SYSTEMS GROUP, INC.
By: /s/Jeffrey R. Steinhilber
-----------------------------------
Jeffrey R. Steinhilber,
Treasurer
Attest:
/s/ Judith B. Wasen
- ----------------------
NATIONAL CITY BANK,
as Trustee
By: /s/ Marla Clark
-----------------------------------
Attest:
/s/ Holly Retina
- ----------------------
25
IN WITNESS WHEREOF, the parties hereto have caused this Guarantee
Agreement to be duly executed as of the day and year first above written:
NCS HEALTHCARE
OF MARYLAND, INC.
By: /s/Jeffrey R. Steinhilber
-----------------------------------
Jeffrey R. Steinhilber,
Treasurer
Attest:
/s/ Judith B. Wasen
- ----------------------
NATIONAL CITY BANK,
as Trustee
By: /s/ Marla Clark
-----------------------------------
Attest:
/s/ Holly Retina
- ----------------------
26
IN WITNESS WHEREOF, the parties hereto have caused this Guarantee
Agreement to be duly executed as of the day and year first above written.
NCS HEALTHCARE OF
MICHIGAN, INC.
By: /s/Jeffrey R. Steinhilber
-----------------------------------
Jeffrey R. Steinhilber,
Vice President and Treasurer
Attest:
/s/ Judith B. Wasen
- ----------------------
NATIONAL CITY BANK,
as Trustee
By: /s/ Marla Clark
-----------------------------------
Attest:
/s/ Holly Retina
- ----------------------
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IN WITNESS WHEREOF, the parties hereto have caused this Guarantee
Agreement to be duly executed as of the day and year first above written.
NCS HEALTHCARE OF
MODESTO, INC.
By: /s/Jon H. Outcalt
-----------------------------------
Jon H. Outcalt,
Secretary and Treasurer
Attest:
/s/ Judith B. Wasen
- ----------------------
NATIONAL CITY BANK,
as Trustee
By: /s/ Marla Clark
-----------------------------------
Attest:
/s/ Holly Retina
- ----------------------
28
IN WITNESS WHEREOF, the parties hereto have caused this Guarantee
Agreement to be duly executed as of the day and year first above written.
NCS HEALTHCARE OF OHIO, INC.
By: /s/Jeffrey R. Steinhilber
-----------------------------------
Jeffrey R. Steinhilber,
Treasurer
Attest:
/s/ Judith B. Wasen
- ----------------------
NATIONAL CITY BANK,
as Trustee
By: /s/ Marla Clark
-----------------------------------
Attest:
/s/ Holly Retina
- ----------------------
29
IN WITNESS WHEREOF, the parties hereto have caused this Guarantee
Agreement to be duly executed as of the day and year first above written.
NCS HEALTHCARE OF
OKLAHOMA, INC.
By: /s/Jeffrey R. Steinhilber
-----------------------------------
Jeffrey R. Steinhilber,
Treasurer
Attest:
/s/ Judith B. Wasen
- ----------------------
NATIONAL CITY BANK,
as Trustee
By: /s/ Marla Clark
-----------------------------------
Attest:
/s/ Holly Retina
- ----------------------
30
IN WITNESS WHEREOF, the parties hereto have caused this Guarantee
Agreement to be duly executed as of the day and year first above written.
NCS HEALTHCARE OF OREGON, INC.
By: /s/Jeffrey R. Steinhilber
-----------------------------------
Jeffrey R. Steinhilber,
Treasurer
Attest:
/s/ Judith B. Wasen
- ----------------------
NATIONAL CITY BANK,
as Trustee
By: /s/ Marla Clark
-----------------------------------
Attest:
/s/ Holly Retina
- ----------------------
31
IN WITNESS WHEREOF, the parties hereto have caused this Guarantee
Agreement to be duly executed as of the day and year first above written.
NCS HEALTHCARE OF
PENNSYLVANIA, INC.
By: /s/Jeffrey R. Steinhilber
-----------------------------------
Jeffrey R. Steinhilber,
Treasurer
Attest:
/s/ Judith B. Wasen
- ----------------------
NATIONAL CITY BANK,
as Trustee
By: /s/ Marla Clark
-----------------------------------
Attest:
/s/ Holly Retina
- ----------------------
32
IN WITNESS WHEREOF, the parties hereto have caused this Guarantee
Agreement to be duly executed as of the day and year first above written.
NCS HEALTHCARE OF
SOUTH CAROLINA, INC.
By: /s/Jeffrey R. Steinhilber
-----------------------------------
Jeffrey R. Steinhilber,
Treasurer
Attest:
/s/ Judith B. Wasen
- ----------------------
NATIONAL CITY BANK,
as Trustee
By: /s/ Marla Clark
-----------------------------------
Attest:
/s/ Holly Retina
- ----------------------
33
IN WITNESS WHEREOF, the parties hereto have caused this Guarantee
Agreement to be duly executed as of the day and year first above written.
NCS HEALTHCARE
OF VERMONT, INC
By: /s/Jeffrey R. Steinhilber
-----------------------------------
Jeffrey R. Steinhilber,
Treasurer
Attest:
/s/ Judith B. Wasen
- ----------------------
NATIONAL CITY BANK,
as Trustee
By: /s/ Marla Clark
-----------------------------------
Attest:
/s/ Holly Retina
- ----------------------
34
IN WITNESS WHEREOF, the parties hereto have caused this Guarantee
Agreement to be duly executed as of the day and year first above written.
NCS HEALTHCARE
OF WASHINGTON, INC.
By: /s/Jeffrey R. Steinhilber
-----------------------------------
Jeffrey R. Steinhilber,
Treasurer and Assistant Secretary
Attest:
/s/ Judith B. Wasen
- ----------------------
NATIONAL CITY BANK,
as Trustee
By: /s/ Marla Clark
-----------------------------------
Attest:
/s/ Holly Retina
- ----------------------
35
IN WITNESS WHEREOF, the parties hereto have caused this Guarantee
Agreement to be duly executed as of the day and year first above written.
NCS QUALITY CARE PHARMACY, INC.
By: /s/Jon H. Outcalt
-----------------------------------
Jon H. Outcalt,
Secretary and Treasurer
Attest:
/s/ Judith B. Wasen
- ----------------------
NATIONAL CITY BANK,
as Trustee
By: /s/ Marla Clark
-----------------------------------
Attest:
/s/ Holly Retina
- ----------------------
36
IN WITNESS WHEREOF, the parties hereto have caused this Guarantee
Agreement to be duly executed as of the day and year first above written.
NCS SERVICES, INC.
By: /s/Jeffrey R. Steinhilber
-----------------------------------
Jeffrey R. Steinhilber,
Treasurer
Attest:
/s/ Judith B. Wasen
- ----------------------
NATIONAL CITY BANK,
as Trustee
By: /s/ Marla Clark
-----------------------------------
Attest:
/s/ Holly Retina
- ----------------------
37
IN WITNESS WHEREOF, the parties hereto have caused this Guarantee
Agreement to be duly executed as of the day and year first above written.
THRIFTY MEDICAL SUPPLY, INC.
By: /s/Jeffrey R. Steinhilber
-----------------------------------
Jeffrey R. Steinhilber,
Treasurer
Attest:
/s/ Judith B. Wasen
- ----------------------
NATIONAL CITY BANK,
as Trustee
By: /s/ Marla Clark
-----------------------------------
Attest:
/s/ Holly Retina
- ----------------------
38
IN WITNESS WHEREOF, the parties hereto have caused this Guarantee
Agreement to be duly executed as of the day and year first above written.
UNI-CARE HEALTH SERVICES, INC.
By: /s/Jeffrey R. Steinhilber
-----------------------------------
Jeffrey R. Steinhilber,
Treasurer
Attest:
/s/ Judith B. Wasen
- ----------------------
NATIONAL CITY BANK,
as Trustee
By: /s/ Marla Clark
-----------------------------------
Attest:
/s/ Holly Retina
- ----------------------
39
IN WITNESS WHEREOF, the parties hereto have caused this Guarantee
Agreement to be duly executed as of the day and year first above written.
UNI-CARE HEALTH SERVICES
OF MAINE, INC.
By: /s/Jeffrey R. Steinhilber
-----------------------------------
Jeffrey R. Steinhilber,
Treasurer
Attest:
/s/ Judith B. Wasen
- ----------------------
NATIONAL CITY BANK,
as Trustee
By: /s/ Marla Clark
-----------------------------------
Attest:
/s/ Holly Retina
- ----------------------
40
IN WITNESS WHEREOF, the parties hereto have caused this Guarantee
Agreement to be duly executed as of the day and year first above written.
CHESHIRE LONG TERM
CARE PHARMACY, INC.
By: /s/Jeffrey R. Steinhilber
-----------------------------------
Jeffrey R. Steinhilber,
Treasurer
Attest:
/s/ Judith B. Wasen
- ----------------------
NATIONAL CITY BANK,
as Trustee
By: /s/ Marla Clark
-----------------------------------
Attest:
/s/ Holly Retina
- ----------------------
41
SCHEDULE I