Common use of BORROWERS Clause in Contracts

BORROWERS. PERNIX THERAPEUTICS, LLC, a Louisiana limited liability company By: Pernix Therapeutics Holdings, Inc., a Maryland corporation Its: Sole Member and Sole Manager By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer CYPRESS PHARMACEUTICALS, INC., a Mississippi corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer BORROWERS: GTA GP, INC., a Maryland corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer GTA LP, INC., a Maryland corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer GAINE, INC., a Delaware corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer RESPICOPEA INC., a Delaware corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer HAWTHORN PHARMACEUTICALS, INC., a Mississippi corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer PERNIX SLEEP, INC., a Delaware corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer LENDER: MIDCAP FUNDING IV, LLC, a Delaware limited liability company By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx Managing Director AGENT: MIDCAP FUNDING IV, LLC, a Delaware limited liability company By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx Managing Director

BORROWERS. PERNIX THERAPEUTICSSOLUTIA INC., LLC, as a Louisiana limited liability company By: Pernix Therapeutics Holdings, Inc., debtor and a Maryland corporation Its: Sole Member and Sole Manager debtor-in- possession By: /s/ Xxxxxxx Xxxxx X. Xxxxxxxx (SEAL) Xxxxxxx -------------------------------------------- Name: Xxxxx X. Xxxxxxxx President and Chief Executive Officer CYPRESS PHARMACEUTICALSTitle: Assistant Treasurer SOLUTIA BUSINESS ENTERPRISES, INC., as a Mississippi corporation debtor and a debtor-in-possession By: /s/ Xxxxxxx Xxxxx X. Xxxxxxxx (SEAL) Xxxxxxx ------------------------------------------- Name: Xxxxx X. Xxxxxxxx Title: Vice President & Treasurer GUARANTORS: ---------- AXIO RESEARCH CORPORATION, as a debtor and Chief Executive Officer BORROWERSa debtor-in-possession By: GTA GP/s/ Xxxxx X. Xxxxxxxx -------------------------------------------- Name: Xxxxx X. Xxxxxxxx Title: Vice President & Treasurer XXXXXX XXXX MANAGEMENT COMPANY, as a debtor and a debtor-in-possession By: /s/ Xxxxx X. Xxxxxxxx ------------------------------------------- Name: Xxxxx X. Xxxxxxxx Title: Vice President & Treasurer CPFILMS INC., as a debtor and a debtor- in-possession By: /s/ Xxxxx X. Xxxxxxxx ------------------------------------------- Name: Xxxxx X. Xxxxxxxx Title: Vice President & Assistant Treasurer MONCHEM, INC., as a Maryland corporation debtor and a debtor-in- possession By: /s/ Xxxxxxx Xxxxx X. Xxxxxxxx (SEAL) Xxxxxxx ------------------------------------------- Name: Xxxxx X. Xxxxxxxx Title: Vice President and Chief Executive Officer GTA LP& Treasurer MONCHEM INTERNATIONAL, INC., as a Maryland corporation debtor and a debtor-in-possession By: /s/ Xxxxxxx Xxxxx X. Xxxxxxxx (SEAL) Xxxxxxx -------------------------------------------- Name: Xxxxx X. Xxxxxxxx Title: Vice President and Chief Executive Officer GAINE& Treasurer SOLUTIA GREATER CHINA, INC., as a Delaware corporation debtor and a debtor-in-possession By: /s/ Xxxxxxx Xxxxx X. Xxxxxxxx (SEAL) Xxxxxxx -------------------------------------------- Name: Xxxxx X. Xxxxxxxx Title: Vice President and Chief Executive Officer RESPICOPEA INC., a Delaware corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer HAWTHORN PHARMACEUTICALS& Treasurer SOLUTIA INTER-AMERICA, INC., as a Mississippi corporation debtor and a debtor-in-possession By: /s/ Xxxxxxx Xxxxx X. Xxxxxxxx (SEAL) Xxxxxxx ------------------------------------------- Name: Xxxxx X. Xxxxxxxx Title: Vice President & Treasurer SOLUTIA INTERNATIONAL HOLDING, LLC, as a debtor and Chief Executive Officer PERNIX SLEEPa debtor-in-possession By: /s/ Xxxxx X. Xxxxxxxx ------------------------------------------- Name: Xxxxx X. Xxxxxxxx Title: Vice President & Treasurer SOLUTIA INVESTMENTS, LLC, as a debtor and a debtor-in-possession By: /s/ Xxxxx X. Xxxxxxxx ------------------------------------------- Name: Xxxxx X. Xxxxxxxx Title: Vice President & Treasurer SOLUTIA MANAGEMENT COMPANY, INC., as a Delaware corporation debtor and a debtor-in-possession \ By: /s/ Xxxxxxx Xxxxx X. Xxxxxxxx (SEAL) Xxxxxxx ------------------------------------------- Name: Xxxxx X. Xxxxxxxx Title: Vice President & Treasurer SOLUTIA OVERSEAS, INC., as a debtor and Chief Executive Officer LENDER: MIDCAP FUNDING IV, LLC, a Delaware limited liability company debtor-in-possession By: /s/ Xxxxxxx Xxxxx X. Xxxxxxxx (SEAL) Xxxxxxx ------------------------------------------ Name: Xxxxx X. Xxxxxxxx Managing Director AGENTTitle: MIDCAP FUNDING IVVice President & Treasurer SOLUTIA SYSTEMS, LLCINC., as a Delaware limited liability company debtor and a debtor-in-possession By: /s/ Xxxxxxx Xxxxx X. Xxxxxxxx (SEAL) Xxxxxxx ------------------------------------------- Name: Xxxxx X. Xxxxxxxx Managing Title: Vice President & Treasurer SOLUTIA TAIWAN, INC., as a debtor and a debtor-in-possession By: /s/ Xxxxx X. Xxxxxxxx ------------------------------------------- Name: Xxxxx X. Xxxxxxxx Title: Vice President & Treasurer ADMINISTRATIVE AGENT, COLLATERAL AGENT, --------------------------------------- CO-DOCUMENTATION AGENT AND A LENDER: ----------------------------------- CITICORP USA, INC., for itself as the Administrative Agent, the Collateral Agent, a Co-Documentation Agent and a Lender By: /s/ Xxxxx Xxxxxx ------------------------------------------- Name: Xxxxx Xxxxxx Title: Director/Vice President

BORROWERS. PERNIX THERAPEUTICS, LLC, a Louisiana limited liability company By: Pernix Therapeutics Holdings, Inc., a Maryland corporation Its: Sole Member and Sole Manager By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer CYPRESS PHARMACEUTICALSGOODY'S FAMILY CLOTHING, INC., a Mississippi Tennessee corporation By:/s/ Xxxxx X. Call Name: Xxxxx X. Call Title: President Attest: /s/Xxxxx X. Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Assistant Secretary GOODY'S MS, L.P. By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer BORROWERS: GTA GPTREBOR of TN, INC.Inc., a Maryland corporation General Partner By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer GTA LP/s/Xxxxx X. Call Name: Xxxxx X. Call Title: President. GOODY'S IN, INC., a Maryland corporation L.P. By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer GAINETREBOR of TN, Inc., General Partner By: /s/Xxxxx X. Call Name: Xxxxx X. Call Title: President. GUARANTORS: SYDOOG, INC., a Delaware corporation By: /s/ /s/Xxxxxxx Xxxxxxxx (SEAL) X. Xxxxxx XX Name: Xxxxxxx Xxxxxxxx President and Chief Executive Officer RESPICOPEA INC., a Delaware corporation ByX. Xxxxxx XX Title: /s/ President. Attest: /s/Xxxxxx X. Xxxxxxx Xxxxxxxx (SEAL) Name: Xxxxxx X. Xxxxxxx Xxxxxxxx President and Chief Executive Officer HAWTHORN PHARMACEUTICALS, INC., a Mississippi corporation ByTitle: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer PERNIX SLEEPSecretary. GOFAMCLO, INC., a Delaware corporation By: /s/ /s/Xxxxxxx Xxxxxxxx (SEAL) X. Xxxxxx XX Name: Xxxxxxx Xxxxxxxx President and Chief Executive Officer LENDERX. Xxxxxx XX Title: MIDCAP FUNDING IVPresident. Attest: /s/Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Secretary. TREBOR OF TN, LLCINC., a Delaware limited liability company Tennessee corporation By: /s/ /s/Xxxxx X. Call Name: Xxxxx X. Call Title: President. Attest: /s/Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Secretary. PAGES FOLLOW]ATURE [Lender's Signature Page to $100,000,000 Amended and Restated Credit Agreement dated October 31, 1996] FIRST TENNESSEE BANK NATIONAL ASSOCIATION, as a Lender and as Administrative Agent By:_/s/XxxxxX Xxxxxxx Xxxxxxxx (SEAL) Title: Vice President Address: First Tennessee Bank National Association Corporate Lending Group Plaza Tower 000 X. Xxx Xxxxxx Xxxxxxxxx, Xxxxxxxxx 00000 Attn: Xxxxx X. Xxxxxxx Xxxxxxxx Managing Director AGENTTelecopy No. 000-000-0000 Initial Commitment: MIDCAP FUNDING IV$ 20,000,000 Percentage: 20.00% [Lender's Signature Page to $100,000,000 Amended and Restated Credit Agreement dated October 31, LLC1996] FIRST AMERICAN NATIONAL BANK, as a Lender By:/s/Xxxx X. Xxxxxxxxxxxxxx Title: Vice President Address: 000 X. Xxx Xxxxxx, Xxxxxxxxx Xxxxxxxxx, Xxxxxxxxx 00000 Attn: Xxxx X. Xxxxxxxxxxxxxx Telecopy No. 000-000-0000 Initial Commitment: $ 15,000,000 Percentage: 15.00% [Lender's Signature Page to $100,000,000 Amended and Restated Credit Agreement dated October 31, 1996] AMSOUTH BANK OF ALABAMA, as a Lender By: Xxxxxxx Xxxxxx Title: Vice President_______________________ Address: 0000 0xx Xxxxxx Xxxxx, 0xx xxxxx Xxxxxxxxxx, Xxxxxxx 00000 Attn: Xxx Xxxxxxx Telecopy No. 000-000-0000 Initial Commitment: $17,500,000 Percentage: 17.50% [Lender's Signature Page to $100,000,000 Amended and Restated Credit Agreement dated October 31, 1996] SOUTHTRUST BANK OF ALABAMA, N.A., as a Lender By:/s/Xxxxx X. Xxxxxxx, III Title: Commercial Loan Officer Address: 000 Xxxxx 00xx Xxxxxx Xxxxxxxxxx, Xxxxxxx 00000 Attn: Xxxxx X. Xxxxxxx, III Telecopy No. 000-000-0000 Initial Commitment: $17,500,000 Percentage: 17.50% AMENDED AND RESTATED PROMISSORY NOTE $17,500,000 Knoxville, Tennessee November 1, 1996 FOR VALUE RECEIVED, on or before the Termination Date, as defined in the hereinafter described Credit Agreement, the undersigned, GOODY'S FAMILY CLOTHING, INC., a Delaware limited liability company By: /s/ Xxxxxxx Xxxxxxxx Tennessee corporation (SEAL"Maker"), promises to pay to the order of FIRST UNION NATIONAL BANK OF TENNESSEE ("Payee"; Payee, and any subsequent holder[s] hereof, being hereinafter referred to collectively as "Holder"), the principal sum of SEVENTEEN MILLION FIVE HUNDRED THOUSAND AND 00/100THS DOLLARS ($17,500,000.00) Xxxxxxx Xxxxxxxx Managing Directoror, if less, the aggregate unpaid principal amount of all Loans advanced here against pursuant to that certain Amended and Restated Credit Agreement dated November 1, 1996, by and among Maker, First Tennessee Bank National Association, a national banking association, as Administrative Agent, and the Lenders party thereto, as amended by that certain Amendment Agreement of even date herewith (together with any amendments thereto and/or modifications thereof, herein referred to as the "Credit Agreement"; capitalized terms used but not otherwise defined herein shall have the same meanings as in the Credit Agreement), together with interest on the unpaid principal balance of the Loans evidenced hereby at the rate(s) specified in the Credit Agreement; provided that in no event shall the interest and loan charges payable in respect of the indebtedness evidenced hereby exceed the maximum amounts from time to time allowed to be collected under applicable law. Principal and interest payable in respect of the indebtedness evidenced by this Note shall be due and payable at the times and in the manner specified in the Credit Agreement. Holder hereby is authorized to record and endorse the date and principal amount of each Loan made by it, and the amount of each payment of principal and interest made to such Holder with respect to such Loans, on a schedule annexed to and constituting a part of this Note, which recordation and endorsement shall constitute prima facie evidence of the respective Loans made by Holder to Maker and payments made by Maker to Holder, absent manifest error; provided, however, that (a) Holder's failure to make any such recordation or endorsement shall not in any way limit or otherwise affect the obligations of Maker or the rights and remedies of Holder under this Note or the Credit Agreement and (b) payments to Holder of the principal of and interest on the Loans evidenced hereby shall not be affected by the failure to make any such recordation or endorsement thereof. In lieu of making recordation or endorsement, Holder hereby is authorized, at its option, to record the date and principal amount of each Loan made by it, and the amount of each payment of principal and interest made to such Holder with respect to such Loans, on its books and records in accordance with its usual and customary practice, which recordation shall constitute prima facie evidence of the Loans made by Holder to Maker and payments in respect thereof made by Maker to Holder, absent manifest error. Upon the occurrence of an Event of Default, the entire outstanding principal balance of the indebtedness evidenced hereby, together with all accrued and unpaid interest thereon, may be declared, and immediately shall become, due and payable in full, all as provided in the Credit Agreement, subject to applicable notice and cure provisions in the said Credit Agreement. Presentment for payment, demand, protest and notice of demand, protest and nonpayment are hereby waived by Maker and all other parties hereto, except as provided in the Credit Agreement. This Note is one of the "Notes" in the aggregate principal amount of $100,000,000 issued by Maker pursuant to the Credit Agreement, and this Note is entitled to the benefits of the Credit Agreement and the other Loan Documents. It is the intention of Maker and Holder to conform strictly to all laws applicable to the Holder that govern or limit the interest and loan charges that may be charged in respect of the indebtedness evidenced hereby. Anything in this Note, the Credit Agreement or any of the other Loan Documents to the contrary notwithstanding, in no event whatsoever, whether by reason of advancement of proceeds of the Loans or the Letters of Credit, acceleration of the maturity of the unpaid balance of any of the Obligations or otherwise, shall the interest and loan charges agreed to be paid to any of the Lenders for the use of the money advanced or to be advanced under the Credit Agreement exceed the maximum amounts collectible pursuant to applicable law. Pursuant to the Credit Agreement, Maker and the Lenders have agreed that:

BORROWERS. PERNIX THERAPEUTICS[Corporate Seal] BTG, LLCINC., ATTEST: a Louisiana limited liability company By: Pernix Therapeutics Holdings, Inc., a Maryland Virginia corporation Its: Sole Member and Sole Manager /s/ MARIXXXX X. XXXXXXX By: /s/ EDWAXX X XXXXXXX --------------------------------------- ------------------------------- Name: Marixxxx X. Xxxxxxx Xxxxxxxx (SEAL) Name: Edwaxx X Xxxxxxx Xxxxxxxx Xxxle: Secretary Title: President and Chief Executive Officer CYPRESS PHARMACEUTICALSCEO [Corporate Seal] BTG TECHNOLOGY SYSTEMS, INC., a Mississippi ATTEST: Virginia corporation formerly known as BDS, Inc. /s/ MARIXXXX X. XXXXXXX By: /s/ EDWAXX X XXXXXXX --------------------------------------- ------------------------------- Name: Marixxxx X. Xxxxxxx Xxxxxxxx (SEAL) Name: Edwaxx X Xxxxxxx Xxxxxxxx Xxxle: Secretary Title: President and Chief Executive Officer BORROWERSCEO [Corporate Seal] DELTA RESEARCH CORPORATION, ATTEST: GTA GP, INC., a Maryland Virginia corporation /s/ MARIXXXX X. XXXXXXX By: /s/ EDWAXX X XXXXXXX --------------------------------------- ------------------------------- Name: Marixxxx X. Xxxxxxx Xxxxxxxx (SEAL) Name: Edwaxx X Xxxxxxx Xxxxxxxx Xxxle: Secretary Title: President and Chief Executive Officer GTA LPCEO [Corporate Seal] CONCEPT AUTOMATION, INC.. OF ATTEST: AMERICA, a Maryland Virginia corporation /s/ MARIXXXX X. XXXXXXX By: /s/ EDWAXX X XXXXXXX --------------------------------------- ------------------------------- Name: Marixxxx X. Xxxxxxx Xxxxxxxx (SEAL) Name: Edwaxx X Xxxxxxx Xxxxxxxx Xxxle: Secretary Title: President and Chief Executive Officer GAINE, INC., a Delaware corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer RESPICOPEA INC., a Delaware corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer HAWTHORN PHARMACEUTICALS, INC., a Mississippi corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer PERNIX SLEEP, INC., a Delaware corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer LENDER: MIDCAP FUNDING IV, LLC, a Delaware limited liability company By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx Managing Director AGENT: MIDCAP FUNDING IV, LLC, a Delaware limited liability company By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx Managing DirectorCEO [Signatures continued on the following page]

BORROWERS. PERNIX THERAPEUTICSNOBEL LEARNING COMMUNITIES, LLC, a Louisiana limited liability company By: Pernix Therapeutics Holdings, Inc., a Maryland corporation Its: Sole Member and Sole Manager INC. By: /s/ Xxxxxxx Xxxxxxxx X. Xxxxxx ------------------------------------- Xxxxxxx X. Xxxxxx, Executive Vice President MERRYHILL SCHOOLS, INC. By: /s/ Xxxxxxx X. Xxxxxx ------------------------------------- Xxxxxxx X. Xxxxxx, Executive Vice President NEDI, INC. By: /s/ Xxxxxxx Xxxxx ------------------------------------- Xxxxxxx Xxxxx, Vice President ------------------------------------- MERRYHILL SCHOOLS NEVADA, INC. By: /s/ Xxxx X. Xxxxx ------------------------------------- Xxxx X. Xxxxx, Treasurer HOUSTON LEARNING ACADEMY, INC. By: /s/ Xxxx X. Xxxxx ------------------------------------- Xxxx X. Xxxxx, Vice President (SEALSIGNATURES CONTINUED ON FOLLOWING PAGE) Xxxxxxx Xxxxxxxx President and Chief Executive Officer CYPRESS PHARMACEUTICALSPALADIN ACADEMY, L.L.C. By: NOBEL LEARNING COMMUNITIES, INC., a Mississippi corporation its sole member' By: /s/ Xxxx X. Xxxxx ------------------------------------- Xxxx X. Xxxxx, Executive Vice President ------------------------------------- NOBEL SCHOOL MANAGEMENT SERVICES, INC. By: /s/ Xxxxxxx Xxxxxxxx (SEAL) X. Xxxxxx ------------------------------------- Xxxxxxx Xxxxxxxx President and Chief Executive Officer BORROWERS: GTA GPX. Xxxxxx, Treasurer NOBEL LEARNING TECHNOLOGIES, INC., a Maryland corporation . By: /s/ Xxxxxxx Xxxxxxxx (SEAL) X. Xxxxxx ------------------------------------- Xxxxxxx Xxxxxxxx President and Chief Executive Officer GTA LPX. Xxxxxx, Treasurer NOBEL EDUCATION DYNAMICS FLORIDA, INC., a Maryland corporation . By: /s/ Xxxxxxx Xxxxxxxx (SEAL) X. Xxxxxx ------------------------------------- Xxxxxxx Xxxxxxxx X. Xxxxxx, Vice President and Chief Executive Officer GAINETHE ACTIVITIES CLUB, INC., a Delaware corporation . By: /s/ Xxxxxxx Xxxxxxxx Xxxx X. Xxxxx ------------------------------------- Xxxx X. Xxxxx, President (SEALSIGNATURES CONTINUED ON FOLLOWING PAGE) Xxxxxxx Xxxxxxxx President and Chief Executive Officer RESPICOPEA INC.AGENT: ----- FLEET NATIONAL BANK, a Delaware corporation as successor by merger to Summit Bank, as Agent By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx Xxxxxx X. Xxxxxx ------------------------------------- Xxxxxx X. Xxxxxx, Vice President and Chief Executive Officer HAWTHORN PHARMACEUTICALS----------------------------- LENDERS: ------- FLEET NATIONAL BANK, INC., a Mississippi corporation as successor by merger to Summit Bank By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx Xxxxxx X. Xxxxxx ------------------------------------- Xxxxxx X. Xxxxxx, Vice President and Chief Executive Officer PERNIX SLEEP, INC., a Delaware corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer LENDER: MIDCAP FUNDING IV, LLC, a Delaware limited liability company By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx Managing Director AGENT: MIDCAP FUNDING IV, LLC, a Delaware limited liability company By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx Managing Director-----------------------------

BORROWERS. PERNIX THERAPEUTICSVALUE CITY DEPARTMENT STORES, LLCINC., a Louisiana limited liability company By: Pernix Therapeutics Holdings, Inc., a Maryland an Ohio corporation Its: Sole Member and Sole Manager By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Xxxxx X. XxXxxxx --------------------------------- Name: Xxxxx X. XxXxxxx Title: Chief Executive Financial Officer CYPRESS PHARMACEUTICALSSHONAC CORPORATION, an Ohio corporation By: /s/ Xxxxx X. XxXxxxx --------------------------------- Name: Xxxxx X. XxXxxxx Title: Chief Financial Officer DSW SHOE WAREHOUSE, INC., a Mississippi Missouri corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Xxxxx X. XxXxxxx --------------------------------- Name: Xxxxx X. XxXxxxx Title: Chief Executive Financial Officer BORROWERS: GTA GP, INC., a Maryland corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer GTA LP, INC., a Maryland corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer GAINEGRAMEX RETAIL STORES, INC., a Delaware corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Xxxxx X. XxXxxxx --------------------------------- Name: Xxxxx X. XxXxxxx Title: Chief Executive Financial Officer RESPICOPEA INC., a Delaware corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer HAWTHORN PHARMACEUTICALS, INC., a Mississippi corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer PERNIX SLEEPFILENE'S BASEMENT, INC., a Delaware corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Xxxxx X. XxXxxxx --------------------------------- Name: Xxxxx X. XxXxxxx Title: Chief Executive Financial Officer LENDERVALUE CITY LIMITED PARTNERSHIP, an Ohio limited partnership By: MIDCAP FUNDING IVWesterville Road GP, LLCInc.,its General Partner By: /s/ Xxxxx X. XxXxxxx --------------------------------- Name: Xxxxx X. XxXxxxx Title: Chief Financial Officer VALUE CITY OF MICHIGAN, INC., a Michigan corporation By: /s/ Xxxxx X. XxXxxxx --------------------------------- Name: Xxxxx X. XxXxxxx Title: Chief Financial Officer GB RETAILERS, INC., a Delaware limited liability company corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx Managing Director AGENTXxxxx X. XxXxxxx --------------------------------- Name: MIDCAP FUNDING IV, LLC, a Delaware limited liability company ByXxxxx X. XxXxxxx Title: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx Managing DirectorChief Financial Officer GUARANTORS:

BORROWERS. PERNIX THERAPEUTICS, LLC, a Louisiana limited liability company By: Pernix Therapeutics Holdings, Inc., a Maryland corporation Its: Sole Member and Sole Manager By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer CYPRESS PHARMACEUTICALS[Corporate Seal] BTG, INC., a Mississippi Virginia corporation ATTEST: By: /s/ Marixxxx X. Xxxxxxx By: /s/ Edwaxx X. Xxxxxxx ------------------------------ ---------------------------------- Name: Marixxxx X. Xxxxxxx Name: Edwaxx X. Xxxxxxx Xxxle: Secretary Title: President and CEO [Corporate Seal] BTG TECHNOLOGY SYSTEMS, INC., ATTEST: a Virginia corporation By: /s/ Marixxxx X. Xxxxxxx Xxxxxxxx (SEAL) By: /s/ Edwaxx X. Xxxxxxx Xxxxxxxx ------------------------------ ---------------------------------- Name: Marixxxx X. Xxxxxxx Name: Edwaxx X. Xxxxxxx Xxxle: Secretary Title: President [Corporate Seal] DELTA RESEARCH CORPORATION, ATTEST: a Virginia corporation By: /s/ Marixxxx X. Xxxxxxx By: /s/ Edwaxx X. Xxxxxxx ------------------------------ ---------------------------------- Name: Marixxxx X. Xxxxxxx Name: Edwaxx X. Xxxxxxx Xxxle: Secretary Title: CEO [Corporate Seal] CONCEPT AUTOMATION, INC. OF ATTEST: AMERICA, a Virginia corporation By: /s/ Marixxxx X. Xxxxxxx By: /s/ Edwaxx X. Xxxxxxx ------------------------------ ---------------------------------- Name: Marixxxx X. Xxxxxxx Name: Edwaxx X. Xxxxxxx Xxxle: Secretary Title: CEO [Corporate Seal] NATIONS, INC., ATTEST: a New Jersey corporation By: /s/ Marixxxx X. Xxxxxxx By: /s/ Edwaxx X. Xxxxxxx ------------------------------ ---------------------------------- Name: Marixxxx X. Xxxxxxx Name: Edwaxx X. Xxxxxxx Xxxle: Secretary Title: President and Chief Executive Officer BORROWERS: GTA GPCEO [Corporate Seal] STAC, INC., a Maryland Virginia corporation ATTEST: By: /s/ Deboxxx Xxx By: /s/ Edwaxx X. Xxxxxxx ------------------------------ ---------------------------------- Name: Deboxxx Xxx Name: Edwaxx X. Xxxxxxx Xxxle: Secretary Title: CEO AGENT: ----- BANK OF AMERICA, N.A., a national banking association (as successor-in-interest to NationsBank, N.A.), acting in its capacity as Agent By: /s/ Dougxxx X. Xxxxx ---------------------------------- Name: Dougxxx X. Xxxxx Title: Senior Vice President LENDER(S): --------- BANK OF AMERICA, N.A., a national banking association (as successor-in-interest to NationsBank, N.A.), acting in its capacity as Lender By: /s/ Dougxxx X. Xxxxx ---------------------------------- Name: Dougxxx X. Xxxxx Title: Senior Vice President FLEET CAPITAL CORPORATION, a Rhode Island corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx Dennxx X. Xxxxx ---------------------------------- Name: Dennxx X. Xxxxx Title: Vice President and Chief Executive Officer GTA LPEXHIBIT A For purposes of this Modification, INC., a Maryland corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer GAINE, INC., a Delaware corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer RESPICOPEA INC., a Delaware corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer HAWTHORN PHARMACEUTICALS, INC., a Mississippi corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer PERNIX SLEEP, INC., a Delaware corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer LENDER: MIDCAP FUNDING IV, LLC, a Delaware limited liability company By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx Managing Director AGENT: MIDCAP FUNDING IV, LLC, a Delaware limited liability company By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx Managing Directorthe following terms shall have the following meanings:

BORROWERS. PERNIX THERAPEUTICSWITNESS/ATTEST: OREGON METALLURGICAL, LLC, an Oregon limited liability company /s/ Xxxxxx Xxxx By: /s/ Xxxxxxx X. XxXxxxxx Name: Xxxxxxx X. XxXxxxxx Title: Executive Vice President WITNESS/ATTEST: ALLEGHENY XXXXXX, LLC, a Louisiana Pennsylvania limited liability company /s/ Xxxxxx Xxxx By: /s/ Xxxxxxx X. XxXxxxxx Name: Xxxxxxx X. XxXxxxxx Title: Executive Vice President WITNESS/ATTEST: TDY INDUSTRIES, LLC, a California limited liability company /s/ Xxxxxx Xxxx By: /s/ Xxxxxxx X. XxXxxxxx Name: Xxxxxxx X. XxXxxxxx Title: Executive Vice President WITNESS/ATTEST: INTERNATIONAL HEARTH MELTING, LLC, an Oregon limited liability company By: Pernix Therapeutics HoldingsOregon Metallurgical, Inc.LLC, a Maryland corporation Its: Sole Member and its Sole Manager /s/ Xxxxxx Xxxx By: /s/ Xxxxxxx Xxxxxxxx (SEAL) X. XxXxxxxx Name: Xxxxxxx Xxxxxxxx X. XxXxxxxx Title: Executive Vice President and Chief WITNESS/ATTEST: ATI PRECISION FINISHING, LLC, a Pennsylvania limited liability company /s/ Xxxxxx Xxxx By: /s/ Xxxxxxx X. XxXxxxxx Name: Xxxxxxx X. XxXxxxxx Title: Executive Officer CYPRESS PHARMACEUTICALSVice President WITNESS/ATTEST: TITANIUM WIRE CORPORATION, a Pennsylvania corporation /s/ Xxxxxx Xxxx By: /s/ Xxxxxxx X. XxXxxxxx Name: Xxxxxxx X. XxXxxxxx Title: Executive Vice President WITNESS/ATTEST: ENVIRONMENTAL, INC., a Mississippi California corporation /s/ Xxxxxx Xxxx By: /s/ Xxxxxxx Xxxxxxxx (SEAL) X. XxXxxxxx Name: Xxxxxxx Xxxxxxxx X. XxXxxxxx Title: Executive Vice President and Chief Executive Officer BORROWERSWITNESS/ATTEST: GTA GP, INC.ATI TITANIUM LLC, a Maryland corporation Delaware limited liability company /s/ Xxxxxx Xxxx By: /s/ Xxxxxxx Xxxxxxxx (SEAL) X. XxXxxxxx Name: Xxxxxxx Xxxxxxxx X. XxXxxxxx Title: Executive Vice President and Chief Executive Officer GTA LP, INC., a Maryland corporation ByWITNESS/ATTEST: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer GAINE, INC., a Delaware corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer RESPICOPEA INC., a Delaware corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer HAWTHORN PHARMACEUTICALS, INC., a Mississippi corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer PERNIX SLEEP, INC., a Delaware corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer LENDER: MIDCAP FUNDING IVATI FLOWFORM PRODUCTS, LLC, a Delaware limited liability company /s/ Xxxxxx Xxxx By: /s/ Xxxxxxx Xxxxxxxx (SEAL) X. XxXxxxxx Name: Xxxxxxx Xxxxxxxx Managing Director AGENTX. XxXxxxxx Title: MIDCAP President WITNESS/ATTEST: ATI XXXXXX LLC, a Wisconsin limited liability company /s/ Xxxxxx Xxxx By: /s/ Xxxxxxx X. XxXxxxxx Name: Xxxxxxx X. XxXxxxxx Title: Executive Vice President WITNESS/ATTEST: ATI XXXXXX MACHINING, INC., a Nevada corporation /s/ Xxxxxx Xxxx By: /s/ Xxxxxxx X. XxXxxxxx Name: Xxxxxxx X. XxXxxxxx Title: Executive Vice President WITNESS/ATTEST: CHEN-TECH INDUSTRIES, INC., a Nevada corporation /s/ Xxxxxx Xxxx By: /s/ Xxxxxxx X. XxXxxxxx Name: Xxxxxxx X. XxXxxxxx Title: Executive Vice President WITNESS/ATTEST: PACIFIC CAST TECHNOLOGIES, INC., a Nevada corporation /s/ Xxxxxx Xxxx By: /s/ Xxxxxxx X. XxXxxxxx Name: Xxxxxxx X. XxXxxxxx Title: Executive Vice President WITNESS/ATTEST: ATI POWDER METALS LLC, a Pennsylvania limited liability company /s/ Xxxxxx Xxxx By: /s/ Xxxxxxx X. XxXxxxxx Name: Xxxxxxx X. XxXxxxxx Title: Executive Vice President WITNESS/ATTEST: ATI FLAT ROLLED PRODUCTS HOLDINGS, LLC, a Pennsylvania limited liability company /s/ Xxxxxx Xxxx By: /s/ Xxxxxxx X. XxXxxxxx Name: Xxxxxxx X. XxXxxxxx Title: Executive Vice President WITNESS/ATTEST: ATI FUNDING IVCORPORATION, a Delaware corporation /s/ Xxxxxx Xxxx By: /s/ Rose Xxxxx Xxxxxx Name: Rose Xxxxx Xxxxxx Title: President WITNESS/ATTEST: TDY HOLDINGS, LLC, a Delaware limited liability company /s/ Xxxxxx Xxxx By: /s/ Rose Xxxxx Xxxxxx Name: Rose Xxxxx Xxxxxx Title: President WITNESS/ATTEST: ATI OPERATING HOLDINGS, LLC, a Delaware limited liability company /s/ Xxxxxx Xxxx By: /s/ Xxxxxxx X. XxXxxxxx Name: Xxxxxxx X. XxXxxxxx Title: President WITNESS/ATTEST: ATI PROPERTIES, LLC., a Delaware limited liability company /s/ Xxxxxx Xxxx By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President WITNESS/ATTEST: ALC FUNDING CORPORATION, a Delaware corporation /s/ Xxxxxx Xxxx By: /s/ Rose Xxxxx Xxxxxx Name: Rose Xxxxx Xxxxxx Title: President WITNESS/ATTEST: ALLEGHENY TECHNOLOGIES INCORPORATED, a Delaware corporation /s/ Xxxxxx Xxxx By: /s/ Xxxxxxx X. XxXxxxxx Name: Xxxxxxx X. XxXxxxxx Title: Senior Vice President WITNESS/ATTEST: ATI CANADA HOLDINGS, INC., a Delaware corporation /s/ Xxxxxx Xxxx By: /s/ Xxxxxxx X. XxXxxxxx Name: Xxxxxxx X. XxXxxxxx Title: President WITNESS/ATTEST: ALLEGHENY TECHNOLOGIES INTERNATIONAL, INC., a California corporation /s/ Xxxxxx Xxxx By: /s/ Xxxxxxx X. XxXxxxxx Name: Xxxxxxx X. XxXxxxxx Title: President WITNESS/ATTEST: AII INVESTMENT CORP., a Delaware corporation /s/ Xxxxxx Xxxx By: /s/ Rose Xxxxx Xxxxxx Name: Rose Xxxxx Xxxxxx Title: President WITNESS/ATTEST: ATI ALLEGHENY XXXXXX, INC., a Massachusetts corporation /s/ Xxxxxx Xxxx By: /s/ Xxxxxxx X. XxXxxxxx Name: Xxxxxxx X. XxXxxxxx Title: Executive Vice President WITNESS/ATTEST: TI OREGON, INC., an Oregon corporation /s/ Xxxxxx Xxxx By: /s/ Xxxxxxx X. XxXxxxxx Name: Xxxxxxx X. XxXxxxxx Title: Executive Vice President WITNESS/ATTEST: XXXXXX STEEL, LLC, a Pennsylvania limited liability company /s/ Xxxxxx Xxxx By: /s/ Xxxxxxx X. XxXxxxxx Name: Xxxxxxx X. XxXxxxxx Title: Executive Vice President WITNESS/ATTEST: JEWEL ACQUISITION, LLC, a Delaware limited liability company /s/ Xxxxxx Xxxx By: /s/ Xxxxxxx X. XxXxxxxx Name: Xxxxxxx X. XxXxxxxx Title: Executive Vice President WITNESS/ATTEST: AII ACQUISITION, LLC, a Pennsylvania limited liability company /s/ Xxxxxx Xxxx By: /s/ Xxxxxxx X. XxXxxxxx Name: Xxxxxxx X. XxXxxxxx Title: President WITNESS/ATTEST: ATI FRP PROPERTIES, LLC, a Delaware limited liability company /s/ Xxxxxx Xxxx By: /s/ Xxxxxxx X. XxXxxxxx Name: Xxxxxxx X. XxXxxxxx Title: President PNC BANK, NATIONAL ASSOCIATION, As Lender and as Agent By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Senior Vice President Three PNC Plaza, Sixth Floor 000 Xxxxx Xxxxxx Xxxxxxxxxx, XX 00000 Revolving Commitment Percentage: 21.2500000000% Revolving Commitment Amount $85,000,000.00 Term Loan Commitment Percentage: 63.7500000000% Term Loan Commitment Amount $63,750,000.00 BANK OF AMERICA, N.A. By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Vice President Four Penn Center, 0000 XXX Xxxx. Xxxxxxxxxxxx, XX 00000 Attention: Xxxxx X. Xxxxxxxx, Vice President; XX Xx. Portfolio Specialist Revolving Commitment Percentage: 17.5000000000% Revolving Commitment Amount $70,000,000.00 Term Loan Commitment Percentage: 16.2500000000% Term Loan Commitment Amount $16,250,000.00 CITIBANK, N.A. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Vice President and Director 000 Xxxxxxxxx Xx. Xxx Xxxx, XX 00000 Revolving Commitment Percentage: 12.5000000000% Revolving Commitment Amount $50,000,000.00 Term Loan Commitment Percentage: 20.0000000000% Term Loan Commitment Amount $20,000,000.00 JPMORGAN CHASE BANK, N.A. By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Vice President 000 Xxxxxxx Xxxxxx, Xxxxx 00 Xxx Xxxx, XX 00000 Revolving Commitment Percentage: 11.2500000000% Revolving Commitment Amount $45,000,000.00 Term Loan Commitment Percentage: 0.00% Term Loan Commitment Amount $0.00 MUFG UNION BANK, N.A. By: /s/ Xxxxx Hosteau Name: Xxxxx Xxxxxxxx Title: Director 000 Xxxxx Xxxxxxxx Xxxxxx Los Angeles, CA 90071 Revolving Commitment Percentage: 12.5000000000% Revolving Commitment Amount $50,000,000.00 Term Loan Commitment Percentage: 0.00% Term Loan Commitment Amount $0.00 THE BANK OF NEW YORK MELLON By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Director 000 Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxxx, XX 00000-0000 Revolving Commitment Percentage: 8.7500000000% Revolving Commitment Amount $35,000,000.00 Term Loan Commitment Percentage: 0.00% Term Loan Commitment Amount $0.00 CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, the “Exiting Lender” By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Authorized Signatory By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Authorized Signatory Eleven Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Revolving Commitment Percentage: 0.00% Revolving Commitment Amount $0.00 Term Loan Commitment Percentage: 0.00% Term Loan Commitment Amount $0.00 XXXXX FARGO BANK, NATIONAL ASSOCIATION By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorized Signatory 0000 Xxxxxxxx Xxx., Xxxxx 0000 Xxxx Xxxxx Xxxxxx, XX 00000 Revolving Commitment Percentage: 11.2500000000% Revolving Commitment Amount $45,000,000.00 Term Loan Commitment Percentage: 0.00% Term Loan Commitment Amount $0.00 HSBC Bank USA, N.A. By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Assistant Vice President 000 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx X. Xxxxx Revolving Commitment Percentage: 5.0000000000% Revolving Commitment Amount $20,000,000.00 Term Loan Commitment Percentage: 0.00% Term Loan Commitment Amount $0.00 COMMONWEALTH OF COUNTY OF PENNSYLVANIA ) COUNTY OF ALLEGHENY ) On this, the 8th day of June, 2017, before me, a Notary Public, personally appeared Xxxxxxx X. XxXxxxxx, who acknowledged himself to be the Executive Vice President of Oregon Metallurgical, LLC, an Oregon limited liability company (SEAL) Xxxxxxx Xxxxxxxx Managing Directorthe “Company”), and that he, as such officer of the Company, executed the foregoing instrument for the purposes therein contained by signing his name on behalf of the Company.

BORROWERS. PERNIX THERAPEUTICS[CORPORATE SEAL] URBAN OUTFITTERS, LLCINC., as a Louisiana limited liability company By: Pernix Therapeutics Holdings, Inc., a Maryland corporation Its: Sole Member and Sole Manager Borrower By: /s/ Xxxxxxx Xxxxxxxx X. Xxxxx --------------------------------- Name: Xxxxxxx X. Xxxxx Title: President [CORPORATE SEAL] UO FENWICK, INC., as a Borrower By: /s/ Xxxxxxx X. Xxxxxxx --------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: President [CORPORATE SEAL] INTER-URBAN, INC., as a Borrower By: /s/ Xxxxxxx X. Xxxxxxx --------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: President [CORPORATE SEAL] URBAN OUTFITTERS (DELAWARE), INC., as a Borrower By: /s/ Xxxxxxx X. Xxxx --------------------------------- Name: Xxxxxxx X. Xxxx Title: Treasurer [CORPORATE SEAL) ] ANTHROPOLOGIE (DELAWARE), INC., as a Borrower By: /s/ Xxxxxxx Xxxxxxxx X. Xxxx --------------------------------- Name: Xxxxxxx X. Xxxx Title: Treasurer [Executions Continued] [CORPORATE SEAL] URBAN OUTFITTERS UK LIMITED, as a Borrower By: /s/ Xxxxxxx X. Xxxxx ------------------------------------ Name: Xxxxxxx X. Xxxxx Title: Director [CORPORATE SEAL] URBAN OUTFITTERS UK LIMITED, as a Borrower By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ Name: Xxxxxxx X. Xxxxxxx Title: Director [CORPORATE SEAL] URBAN OUTFITTERS IRELAND LIMITED, as a Borrower By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ Name: Xxxxxxx X. Xxxxxxx Title: Director [CORPORATE SEAL] URBAN OUTFITTERS IRELAND LIMITED, as a Borrower By: /s/ Xxxx X. Xxxxx ------------------------------------ Name: Xxxx X. Xxxxx Title: Director LENDERS: FIRST UNION NATIONAL BANK, as a Lender and as Administrative Agent By: /s/ Xxxx X. Xxxxxx ------------------------------------ Name: Xxxx X. Xxxxxx Title: Vice President and Chief Executive Officer CYPRESS PHARMACEUTICALSEXHIBITS -------- Exhibit A - Form of Note Exhibit B - Form of Notice of Borrowing Exhibit C - Form of Notice of Account Designation Exhibit D - Form of Notice of Conversion/Continuation Exhibit E - Form of Officer's Compliance Certificate Exhibit F - Form of Termination Date Extension Request Exhibit G - Form of Assignment Agreement Exhibit H - MLA Costs Exhibit I - Form of Continuing Letter of Credit Agreement EXHIBIT A --------- FORM OF NOTE ------------ $___________ September __, 2001 FOR VALUE RECEIVED, the undersigned, URBAN OUTFITTERS, INC., a Mississippi corporation By: /s/ Xxxxxxx Xxxxxxxx organized under the laws of Pennsylvania (SEAL"Urban"), and each Subsidiary of Urban listed on Schedule 1 to the Credit Agreement referred to below (Urban and each such Subsidiary, each a "Borrower" and collectively, the "Borrowers"), jointly and severally, promise to pay to the order of ________________________ (the "Lender"), at the office of the Administrative Agent and times provided in the Credit Agreement referred to below, the principal sum of______________________ ($__________) Xxxxxxx Xxxxxxxx President or, if less, the principal amount of all Loans made by the Lender from time to time pursuant to that certain Credit Agreement dated of even date herewith (as may be amended, restated or otherwise modified from time to time, the "Credit Agreement") by and Chief Executive Officer BORROWERS: GTA GPamong the Borrowers, INCthe Lender, the other lenders referred to therein, and First Union National Bank, as Administrative Agent. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement. The unpaid principal amount of this Note from time to time outstanding is subject to repayment from time to time as provided in the Credit Agreement and shall bear interest as provided in Section 4.1 of the Credit Agreement. All payments of principal and interest on this Note shall be payable in lawful currency of the United States of America in immediately available funds to the account designated in the Credit Agreement. This Note is entitled to the benefits of, and evidences Obligations incurred under, the Credit Agreement, to which reference is made for a description of the collateral for this Note, if any, and for a statement of the terms and conditions on which the Borrowers are permitted and required to make prepayments and repayments of principal of the Obligations evidenced by this Note and on which such Obligations may be declared to be immediately due and payable. THIS NOTE SHALL BE GOVERNED, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA, WITHOUT REFERENCE TO THE CONFLICTS OF LAW PRINCIPLES THEREOF. The Borrowers hereby waive all requirements as to diligence, presentment, demand of payment, protest and (except as required by the Credit Agreement) notice of any kind with respect to this Note., a Maryland corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer GTA LP, INC., a Maryland corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer GAINE, INC., a Delaware corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer RESPICOPEA INC., a Delaware corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer HAWTHORN PHARMACEUTICALS, INC., a Mississippi corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer PERNIX SLEEP, INC., a Delaware corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer LENDER: MIDCAP FUNDING IV, LLC, a Delaware limited liability company By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx Managing Director AGENT: MIDCAP FUNDING IV, LLC, a Delaware limited liability company By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx Managing Director

BORROWERS. PERNIX THERAPEUTICS, LLC, a Louisiana limited liability company By: Pernix Therapeutics Holdings, Inc., a Maryland corporation Its: Sole Member and Sole Manager By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer CYPRESS PHARMACEUTICALS[Corporate Seal] BTG, INC., ATTEST: a Mississippi Virginia corporation /s/ MARIXXXX X. XXXXXXX By: /s/ EDWAXX X. XXXXXXX -------------------------- ---------------------- Name: Marixxxx X. Xxxxxxx Xxxxxxxx (SEAL) Name: Edwaxx X. Xxxxxxx Xxxxxxxx Xxxle: Secretary Title: President and Chief Executive Officer BORROWERSCEO [Corporate Seal] ADVANCED COMPUTER ATTEST: GTA GP, INC., a Maryland corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer GTA LP, INC., a Maryland corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer GAINETECHNOLOGY, INC., a Delaware corporation /s/ MARIXXXX X. XXXXXXX By: /s/ EDWAXX X. XXXXXXX -------------------------- ---------------------- Name: Marixxxx X. Xxxxxxx Xxxxxxxx (SEAL) Name: Edwaxx X. Xxxxxxx Xxxxxxxx Xxxle: Secretary Title: President and Chief Executive Officer RESPICOPEA CEO [Corporate Seal] BDS, INC., ATTEST: a Virginia corporation /s/ MARIXXXX X. XXXXXXX By: /s/ EDWAXX X. XXXXXXX -------------------------- ---------------------- Name: Marixxxx X. Xxxxxxx Name: Edwaxx X. Xxxxxxx Xxxle: Secretary Title: CEO [Corporate Seal] DELTA RESEARCH CORPORATION, ATTEST: a Virginia corporation /s/ MARIXXXX X. XXXXXXX By: /s/ EDWAXX X. XXXXXXX -------------------------- ---------------------- Name: Marixxxx X. Xxxxxxx Name: Edwaxx X. Xxxxxxx Xxxle: Secretary Title: CEO [Corporate Seal] BTG PRODUCTS, INC., ATTEST: a Virginia corporation /s/ MARIXXXX X. XXXXXXX By: /s/ EDWAXX X. XXXXXXX -------------------------- ---------------------- Name: Marixxxx X. Xxxxxxx Name: Edwaxx X. Xxxxxxx Xxxle: Secretary Title: CEO [Corporate Seal] CONCEPT AUTOMATION, INC. OF ATTEST: AMERICA, a Virginia corporation /s/ MARIXXXX X. XXXXXXX By: /s/ EDWAXX X. XXXXXXX -------------------------- ---------------------- Name: Marixxxx X. Xxxxxxx Name: Edwaxx X. Xxxxxxx Xxxle: Secretary Title: CEO [Corporate Seal] CONCEPT AUTOMATION SERVICES, ATTEST: INC., a Delaware Virginia corporation /s/ MARIXXXX X. XXXXXXX By: /s/ EDWAXX X. XXXXXXX -------------------------- ---------------------- Name: Marixxxx X. Xxxxxxx Xxxxxxxx (SEAL) Name: Edwaxx X. Xxxxxxx Xxxxxxxx President and Chief Executive Officer HAWTHORN PHARMACEUTICALSXxxle: Secretary Title: CEO [Corporate Seal] NATIONS, INC., a Mississippi New Jersey corporation ATTEST: /s/ MARIXXXX X. XXXXXXX By: /s/ EDWAXX X. XXXXXXX -------------------------- ---------------------- Name: Marixxxx X. Xxxxxxx Xxxxxxxx (SEAL) Name: Edwaxx X. Xxxxxxx Xxxxxxxx President and Chief Executive Officer PERNIX SLEEPXxxle: Secretary Title: CEO AGENT: ------ NATIONSBANK, INC.N.A., a Delaware corporation national banking association, acting in its capacity as Agent By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx DOUGXXX X. XXXXX ---------------------- Name: Dougxxx X. Xxxxx Title: Vice President and Chief Executive Officer LENDER: MIDCAP FUNDING IVLENDER(S): --------- NATIONSBANK, LLCN.A., a Delaware limited liability company national banking association By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx Managing Director AGENTDOUGXXX X. XXXXX ---------------------- Name: MIDCAP FUNDING IV, LLC, a Delaware limited liability company ByDougxxx X. Xxxxx Title: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx Managing DirectorVice President

BORROWERS. PERNIX THERAPEUTICSXXXX-XXXXX STORES, INC., as the Administrative Borrower and a Borrower By: /s/ Xxxxxx X. Xxxxxx -------------------------------------------- Title: Vice President, Finance and Treasurer SAVE RITE GROCERY WAREHOUSE, INC., as a Borrower By: /s/ Xxxxxx X. Xxxxxx -------------------------------------------- Title: Vice President, Finance and Treasurer XXXX-XXXXX CHARLOTTE, INC., as a Borrower By: /s/ Xxxxxx X. Xxxxxx -------------------------------------------- Title: Vice President, Finance and Treasurer XXXX-XXXXX SUPERMARKETS, INC., as a Borrower By: /s/ Xxxxxx X. Xxxxxx -------------------------------------------- Title: Vice President, Finance and Treasurer XXXX-XXXXX LOUISIANA, INC., as a Borrower By: /s/ Xxxxxx X. Xxxxxx --------------------------------------------- Title: Vice President, Finance and Treasurer XXXX-XXXXX XXXXXXXXXX, INC., as a Borrower By: /s/ Xxxxxx X. Xxxxxx --------------------------------------------- Title: Vice President, Finance and Treasurer XXXX-XXXXX PROCUREMENT, INC., as a Borrower By: /s/ Xxxxxx X. Xxxxxx --------------------------------------------- Title: Vice President, Finance and Treasurer XXXX-XXXXX XXXXXXX, INC., as a Borrower By: /s/ Xxxxxx X. Xxxxxx --------------------------------------------- Title: Vice President, Finance and Treasurer AGENTS AND LENDERS: WACHOVIA BANK, NATIONAL ASSOCIATION, as the Administrative Agent, Issuer and Swing Line Lender By: /s/ Xxx Xxxxx ------------------------------------------------ Title: Director WACHOVIA CAPITAL MARKETS, LLC, a Louisiana limited liability company as the Arranger By: Pernix Therapeutics Holdings/s/ Xxx Xxxxx ------------------------------------------------- Title: Director GMAC COMMERCIAL FINANCE LLC as the Syndication Agent By: /s/ Field Xxxxx ------------------------------------------------- Title: Director XXXXX FARGO FOOTHILL, Inc., a Maryland corporation ItsLLC as Co-Documentation Agent By: Sole Member and Sole Manager /s/ Xxx X. Xxxxx ------------------------------------------------- Title: Executive Vice President GENERAL ELECTRIC CAPITAL CORPORATION as Co-Documentation Agent By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer CYPRESS PHARMACEUTICALSXxxxxx -------------------------------------- Title: Duly Authorized Signatory THE CIT GROUP/BUSINESS CREDIT, INC.. as Co-Documentation Agent By: /s/ Xxxxx Xxxxxxxx -------------------------------------- Title: Assistant Vice President CONGRESS FINANCIAL CORPORATION (FLORIDA), a Mississippi corporation as the Collateral Monitoring Agent By: /s/ Xxxxxx Xxxxxxx -------------------------------------- Title: Vice President AMSOUTH BANK By: /s/ Xxxxx X. Xxxxxx -------------------------------------- Title: Attorney-In-Fact BANK ONE By: /s/ J. Xxxxx Xxxx -------------------------------------- Title: Director FLEET RETAIL GROUP, INC. By: /s/ Xxxxxxxxx X. Xxxxx -------------------------------------- Title: Vice President ISRAEL DISCOUNT BANK By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxx and Xxxxxxx Xxxxxxxx Xxxxx -------------------------------------- Title: Each a Senior Vice President and Chief Executive Officer BORROWERSXXXXXXX XXXXX CAPITAL By: GTA GP/s/ Xxxx Xxxxxx -------------------------------------- Title: Vice President NATIONAL CITY BUSINESS CREDIT, INC.. By: /s/ Xxxxxx X. Xxxx, a Maryland corporation Xx. -------------------------------------- Title: Vice President PNC BUSINESS CREDIT By: /s/ Xxxx Xxxxxxx ---------------------------------------------- Title: Senior Vice President RZB FINANCE LLC By: /s/ Xxxx Xxxxx ---------------------------------------------- Title: Group Vice President SIEMENS FINANCIAL SERVICES, INC. By: /s/ Xxxxx Xxxxxx ---------------------------------------------- Title: Vice President-Credit SUNTRUST BANK By: /s/ Xxxxxxx Xxxxxxxx (SEAL) X. Xxxxxxx Xxxxxxxx President and Chief Executive Officer GTA LPIII ---------------------------------------------- Title: Director UBS AG, INC., a Maryland corporation STAMFORD BRANCH By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer GAINEWinstowe Ogbourne ---------------------------------------------- Title: Associate Director, INC., a Delaware corporation Banking Products XXXXXXX BUSINESS CREDIT CORP. By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx Xxxxx ---------------------------------------------- Title: Vice President and Chief Executive Officer RESPICOPEA INCSCHEDULE I DISCLOSURE SCHEDULE TO CREDIT AGREEMENT ITEM 5.1.15. Properties. ITEM 6.6. Material Adverse Changes., a Delaware corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer HAWTHORN PHARMACEUTICALS, INC., a Mississippi corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer PERNIX SLEEP, INC., a Delaware corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer LENDER: MIDCAP FUNDING IV, LLC, a Delaware limited liability company By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx Managing Director AGENT: MIDCAP FUNDING IV, LLC, a Delaware limited liability company By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx Managing Director

BORROWERS. PERNIX THERAPEUTICS, LLC, a Louisiana limited liability company By: Pernix Therapeutics Holdings, Inc., a Maryland corporation Its: Sole Member and Sole Manager By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer CYPRESS PHARMACEUTICALS[Corporate Seal] BTG, INC., ATTEST: a Mississippi Virginia corporation By: /s/ MARIXXXX X. XXXXXXX By: /s/ EDWAXX X. XXXXXXX ---------------------------- --------------------------- Name: Marixxxx X. Xxxxxxx Xxxxxxxx (SEAL) Name: Edwaxx X. Xxxxxxx Xxxxxxxx Xxxle: Secretary Title: President and Chief Executive Officer BORROWERS: GTA GPCEO [Corporate Seal] BTG TECHNOLOGY SYSTEMS, INC., ATTEST: a Maryland Virginia corporation By: /s/ MARIXXXX X. XXXXXXX By: /s/ EDWAXX X. XXXXXXX ---------------------------- --------------------------- Name: Marixxxx X. Xxxxxxx Xxxxxxxx (SEAL) Name: Edwaxx X. Xxxxxxx Xxxxxxxx Xxxle: Secretary Title: President and Chief Executive Officer GTA LP[Corporate Seal] DELTA RESEARCH CORPORATION, INC., ATTEST: a Maryland Virginia corporation By: /s/ MARIXXXX X. XXXXXXX By: /s/ EDWAXX X. XXXXXXX ---------------------------- --------------------------- Name: Marixxxx X. Xxxxxxx Xxxxxxxx (SEAL) Name: Edwaxx X. Xxxxxxx Xxxxxxxx President and Chief Executive Officer GAINEXxxle: Secretary Title: CEO [Corporate Seal] CONCEPT AUTOMATION, INC.. OF ATTEST: AMERICA, a Delaware Virginia corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer RESPICOPEA INC., a Delaware corporation MARIXXXX X. XXXXXXX By: /s/ EDWAXX X. XXXXXXX ---------------------------- --------------------------- Name: Marixxxx X. Xxxxxxx Xxxxxxxx (SEAL) Name: Edwaxx X. Xxxxxxx Xxxxxxxx President and Chief Executive Officer HAWTHORN PHARMACEUTICALS, INC., a Mississippi corporation ByXxxle: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer PERNIX SLEEP, INC., a Delaware corporation BySecretary Title: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer LENDER: MIDCAP FUNDING IV, LLC, a Delaware limited liability company By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx Managing Director AGENT: MIDCAP FUNDING IV, LLC, a Delaware limited liability company By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx Managing DirectorCEO

BORROWERS. PERNIX THERAPEUTICS, LLC, a Louisiana limited liability company By: Pernix Therapeutics Holdings, Inc., a Maryland corporation Its: Sole Member and Sole Manager By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer CYPRESS PHARMACEUTICALSXXXXXX BOATS & MOTORS, INC., a Mississippi corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer BORROWERS: GTA GPTexas corporation, XXXXXX XXXXXXX MARINE, INC., A Texas corporation, XXXXXX BOATING CENTER ARLINGTON, INC., a Maryland corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer GTA LPTexas corporation, FALCON MARINE, INC., a Maryland Texas corporation, FALCON MARINE ABILENE, INC., a Texas corporation, XXXXXX BOATING CENTER BEAUMONT, INC., a Texas corporation, XXXXXX BOATING CENTER TENNESSEE, INC., a Texas corporation, XXXXXX BOATING CENTER ALABAMA, INC., a Texas corporation, XXXXXX BOATING CENTER GEORGIA, INC., a Texas corporation and XXXXXX BOATING CENTER FLORIDA, INC., a Texas corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President ________________________________ Name: ________________________________ Title: ________________________________ XXXXXX BOATS & MOTORS BATON ROUGE, INC., a Louisiana corporation and Chief Executive Officer GAINEXXXXXX BOATING CENTER LOUISIANA, INC., a Louisiana corporation By: ________________________________ Name: ________________________________ Title: ________________________________ TBC ARKANSAS, INC., an Arkansas corporation, RED RIVER MARINE ARKANSAS, INC., a Arkansas corporation and XXXXXX BOATING CENTER LITTLE ROCK, INC., a Arkansas corporation By: ________________________________ Name: ________________________________ Title: ________________________________ TBC MANAGEMENT, INC., a Delaware corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer RESPICOPEA INC________________________________ Name: ________________________________ Title: ________________________________ TBC MANAGEMENT, LTD., a Delaware corporation Texas limited partnership By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer HAWTHORN PHARMACEUTICALSXXXXXX BOATS & MOTORS, INC., a Mississippi corporation Texas corporation, as General Partner By: /s/ Xxxxxxx Xxxxxxxx ____________________________ Name: ____________________________ Title: ____________________________ EXHIBIT B --------- BORROWING BASE CERTIFICATE In accordance with the terms of the Revolving Credit Agreement dated December ___, 1996 (SEAL) Xxxxxxx Xxxxxxxx President the "Agreement"), executed by Borrowers, NationsBank of Texas, N.A., as Agent, and Chief Executive the Lenders, as therein defined, the undersigned hereby certifies, in his/her capacity as the Authorized Officer PERNIX SLEEPof TBM, INCthat attached hereto is a current Borrowing Base Schedule and the information set forth therein is true and correct in all material respects to the best of my knowledge. Unless defined herein or indicated otherwise, each capitalized term used herein and in the attached Borrowing Base Schedule shall have the meaning given to such term in the Agreement., a Delaware corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer LENDER: MIDCAP FUNDING IV, LLC, a Delaware limited liability company By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx Managing Director AGENT: MIDCAP FUNDING IV, LLC, a Delaware limited liability company By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx Managing Director

BORROWERS. PERNIX THERAPEUTICSWITNESS/ATTEST: OREGON METALLURGICAL, LLC, an Oregon limited liability company /s/ X.X. Xxxxxxx By: /s/ Xxxxxxx X. XxXxxxxx Name: Xxxxxxx X. XxXxxxxx Title: Executive Vice President WITNESS/ATTEST: ALLEGHENY XXXXXX, LLC, a Louisiana Pennsylvania limited liability company /s/ X.X. Xxxxxxx By: /s/ Xxxxxxx X. XxXxxxxx Name: Xxxxxxx X. XxXxxxxx Title: Executive Vice President WITNESS/ATTEST: TDY INDUSTRIES, LLC, a California limited liability company /s/ X.X. Xxxxxxx By: /s/ Xxxxxxx X. XxXxxxxx Name: Xxxxxxx X. XxXxxxxx Title: Executive Vice President WITNESS/ATTEST: INTERNATIONAL HEARTH MELTING, LLC, an Oregon limited liability company By: Pernix Therapeutics HoldingsOregon Metallurgical, Inc.LLC, a Maryland corporation Its: Sole Member and its Sole Manager /s/ X.X. Xxxxxxx By: /s/ Xxxxxxx Xxxxxxxx (SEAL) X. XxXxxxxx Name: Xxxxxxx Xxxxxxxx X. XxXxxxxx Title: Executive Vice President and Chief [SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT] WITNESS/ATTEST: ATI PRECISION FINISHING, LLC, a Pennsylvania limited liability company /s/ X.X. Xxxxxxx By: /s/ Xxxxxxx X. XxXxxxxx Name: Xxxxxxx X. XxXxxxxx Title: Executive Officer CYPRESS PHARMACEUTICALSVice President WITNESS/ATTEST: TITANIUM WIRE CORPORATION, a Pennsylvania corporation /s/ X.X. Xxxxxxx By: /s/ Xxxxxxx X. XxXxxxxx Name: Xxxxxxx X. XxXxxxxx Title: Executive Vice President WITNESS/ATTEST: ENVIRONMENTAL, INC., a Mississippi California corporation /s/ X.X. Xxxxxxx By: /s/ Xxxxxxx Xxxxxxxx (SEAL) X. XxXxxxxx Name: Xxxxxxx Xxxxxxxx X. XxXxxxxx Title: Executive Vice President and Chief Executive Officer BORROWERSWITNESS/ATTEST: GTA GP, INC.ATI TITANIUM LLC, a Maryland corporation Delaware limited liability company /s/ X.X. Xxxxxxx By: /s/ Xxxxxxx Xxxxxxxx (SEAL) X. XxXxxxxx Name: Xxxxxxx Xxxxxxxx X. XxXxxxxx Title: Executive Vice President and Chief Executive Officer GTA LP, INC., a Maryland corporation ByWITNESS/ATTEST: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer GAINE, INC., a Delaware corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer RESPICOPEA INC., a Delaware corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer HAWTHORN PHARMACEUTICALS, INC., a Mississippi corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer PERNIX SLEEP, INC., a Delaware corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer LENDER: MIDCAP FUNDING IVATI FLOWFORM PRODUCTS, LLC, a Delaware limited liability company /s/ X.X. Xxxxxxx By: Name: Title: /s/ Xxxxxxx Xxxxxxxx (SEAL) X. XxXxxxxx Xxxxxxx Xxxxxxxx Managing Director AGENTX. XxXxxxxx President WITNESS/ATTEST: MIDCAP FUNDING IVATI XXXXXX LLC, a Wisconsin limited liability company /s/ X.X. Xxxxxxx By: Name: Title: /s/ Xxxxxxx X. XxXxxxxx Xxxxxxx X. XxXxxxxx Executive Vice President WITNESS/ATTEST: VALLEY MACHINING, INC., a Wisconsin corporation /s/ X.X. Xxxxxxx By: Name: Title: /s/ Xxxxxxx X. XxXxxxxx Xxxxxxx X. XxXxxxxx Executive Vice President WITNESS/ATTEST: ATI XXXXXX MACHINING, INC., a Nevada corporation /s/ X.X. Xxxxxxx By: Name: Title: /s/ Xxxxxxx X. XxXxxxxx Xxxxxxx X. XxXxxxxx Executive Vice President WITNESS/ATTEST: CHEN-TECH INDUSTRIES, INC., a Nevada corporation /s/ X.X. Xxxxxxx By: Name: Title: /s/ Xxxxxxx X. XxXxxxxx Xxxxxxx X. XxXxxxxx Executive Vice President WITNESS/ATTEST: PACIFIC CAST TECHNOLOGIES, INC., a Nevada corporation /s/ X.X. Xxxxxxx By: Name: Title: /s/ Xxxxxxx X. XxXxxxxx Xxxxxxx X. XxXxxxxx Executive Vice President WITNESS/ATTEST: ATI POWDER METALS LLC, a Pennsylvania limited liability company /s/ X.X. Xxxxxxx By: Name: Title: /s/ Xxxxxxx X. XxXxxxxx Xxxxxxx X. XxXxxxxx Executive Vice President WITNESS/ATTEST: ATI CAST PRODUCTS SALEM OPERATIONS, LLC, a Delaware limited liability company /s/ X.X. Xxxxxxx By: Name: Title: /s/ Xxxxxxx X. XxXxxxxx Xxxxxxx X. XxXxxxxx Executive Vice President WITNESS/ATTEST: ATI FUNDING CORPORATION, a Delaware corporation /s/ X.X. Xxxxxxx By: Name: Title: /s/ Xxxx Xxxxx Xxxxxx Xxxx Xxxxx Xxxxxx President WITNESS/ATTEST: TDY HOLDINGS, LLC, a Delaware limited liability company /s/ X.X. Xxxxxxx By: Name: Title: /s/ Xxxx Xxxxx Xxxxxx Xxxx Xxxxx Xxxxxx President WITNESS/ATTEST: ATI OPERATING HOLDINGS, LLC, a Delaware limited liability company /s/ X.X. Xxxxxxx By: Name: Title: /s/ Xxxxxxx X. XxXxxxxx Xxxxxxx X. XxXxxxxx President WITNESS/ATTEST: ATI PROPERTIES, INC., a Delaware corporation /s/ X.X. Xxxxxxx By: Name: Title: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Vice President WITNESS/ATTEST: ALC FUNDING CORPORATION, a Delaware corporation /s/ X.X. Xxxxxxx By: /s/ Rose Xxxxx Xxxxxx Name: Rose Xxxxx Xxxxxx Title: President WITNESS/ATTEST: ALLEGHENY TECHNOLOGIES INCORPORATED, a Delaware corporation /s/ X.X. Xxxxxxx By: /s/ Xxxxxxx X. XxXxxxxx Name: Xxxxxxx X. XxXxxxxx Title: Senior Vice President WITNESS/ATTEST: ATI CANADA HOLDINGS, INC., a Delaware corporation /s/ X.X. Xxxxxxx By: /s/ Xxxxxxx X. XxXxxxxx Name: Xxxxxxx X. XxXxxxxx Title: President WITNESS/ATTEST: ALLEGHENY TECHNOLOGIES INTERNATIONAL, INC., a California corporation /s/ X.X. Xxxxxxx By: /s/ Xxxxxxx X. XxXxxxxx Name: Xxxxxxx X. XxXxxxxx Title: President WITNESS/ATTEST: AII INVESTMENT CORP., a Delaware corporation /s/ X.X. Xxxxxxx By: /s/ Rose Xxxxx Xxxxxx Name: Rose Xxxxx Xxxxxx Title: President WITNESS/ATTEST: ATI ALLEGHENY XXXXXX, INC., a Massachusetts corporation /s/ X.X. Xxxxxxx By: /s/ Xxxxxxx X. XxXxxxxx Name: Xxxxxxx X. XxXxxxxx Title: Executive Vice President WITNESS/ATTEST: TI OREGON, INC., an Oregon corporation /s/ X.X. Xxxxxxx By: /s/ Xxxxxxx X. XxXxxxxx Name: Xxxxxxx X. XxXxxxxx Title: Executive Vice President WITNESS/ATTEST: XXXXXX STEEL, LLC, a Pennsylvania limited liability company /s/ X.X. Xxxxxxx By: /s/ Xxxxxxx X. XxXxxxxx Name: Xxxxxxx X. XxXxxxxx Title: Executive Vice President WITNESS/ATTEST: JEWEL ACQUISITION, LLC, a Delaware limited liability company /s/ X.X. Xxxxxxx By: /s/ Xxxxxxx X. XxXxxxxx Name: Xxxxxxx X. XxXxxxxx Title: Executive Vice President WITNESS/ATTEST: AII ACQUISITION, LLC, a Pennsylvania limited liability company /s/ X.X. Xxxxxxx By: /s/ Xxxxxxx X. XxXxxxxx Name: Xxxxxxx X. XxXxxxxx Title: President PNC BANK, NATIONAL ASSOCIATION, As Lender and as Agent By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President Three PNC Plaza, Sixth Floor 000 Xxxxx Xxxxxx Xxxxxxxxxx, XX 00000 Revolving Commitment Percentage: 21.2500000000% Revolving Commitment Amount $85,000,000.00 Term Loan Commitment Percentage: 63.75% Term Loan Commitment Amount $63,750,000.00 BANK OF AMERICA, N.A. By: /s/ Xxxxx X. Xxxxxxxx V.P. Name: Xxxxx X. Xxxxxxxx Title: Vice President Four Penn Center, 0000 XXX Xxxx. Xxxxxxxxxxxx, XX 00000 Attention: Xxxxx X. Xxxxxxxx, Vice President; XX Xx. Portfolio Specialist Revolving Commitment Percentage: 16.2500000000% Revolving Commitment Amount $65,000,000.00 Term Loan Commitment Percentage: 16.25% Term Loan Commitment Amount $16,250,000.00 CITIBANK, N.A. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Director 000 Xxxxxxxxx Xx. Xxx Xxxx, XX 00000 Revolving Commitment Percentage: 12.5000000000% Revolving Commitment Amount $50,000,000.00 Term Loan Commitment Percentage: 20.0% Term Loan Commitment Amount $20,000,000.00 JPMORGAN CHASE BANK, N.A. By: /s/ Xxxx X. Xxxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: Executive Director 000 Xxxxxxx Xxxxxx, Xxxxx 00 Xxx Xxxx, XX 00000 Revolving Commitment Percentage: 10.0000000000% Revolving Commitment Amount $40,000,000.00 Term Loan Commitment Percentage: 0.00% Term Loan Commitment Amount $0.00 MUFG UNION BANK, N.A. By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice President 000 Xxxxx Xxxxxxxx Xxxxxx Los Angeles, CA 90071 Revolving Commitment Percentage: 10.0000000000% Revolving Commitment Amount $40,000,000.00 Term Loan Commitment Percentage: 0.00% Term Loan Commitment Amount $0.00 THE BANK OF NEW YORK MELLON By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Vice President 000 Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxxx, XX 00000-0000 Revolving Commitment Percentage: 8.7500000000% Revolving Commitment Amount $35,000,000.00 Term Loan Commitment Percentage: 0.00% Term Loan Commitment Amount $0.00 CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Authorized Signatory Eleven Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Revolving Commitment Percentage: 8.7500000000% Revolving Commitment Amount $35,000,000.00 Term Loan Commitment Percentage: 0.00% Term Loan Commitment Amount $0.00 XXXXX FARGO BANK, NATIONAL ASSOCIATION By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Senior Vice President 0000 Xxxxxxxx Xxx., Xxxxx 0000 Xxxx Xxxxx Xxxxxx, XX 00000 Revolving Commitment Percentage: 8.7500000000% Revolving Commitment Amount $35,000,000.00 Term Loan Commitment Percentage: 0.00% Term Loan Commitment Amount $0.00 HSBC Bank, USA, N.A. By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: AVP 000 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxxxx Revolving Commitment Percentage: 3.7500000000% Revolving Commitment Amount $15,000,000.00 Term Loan Commitment Percentage: 0.00% Term Loan Commitment Amount $0.00 COMMONWEALTH OF PENNSYLVANIA ) ) SS: COUNTY OF ALLEGHENY ) On this, the 9 day of May, 2016, before me, a Notary Public, personally appeared Xxxxxxx X. XxXxxxxx, who acknowledged himself to be the Executive Vice President of Oregon Metallurgical, LLC, an Oregon limited liability company (SEAL) Xxxxxxx Xxxxxxxx Managing Directorthe “Company”), and that he, as such officer of the Company, executed the foregoing instrument for the purposes therein contained by signing his name on behalf of the Company.

BORROWERS. PERNIX THERAPEUTICSSOLUTIA INC., LLC, as a Louisiana limited liability company By: Pernix Therapeutics Holdings, Inc., debtor and a Maryland corporation Its: Sole Member and Sole Manager debtor-in- possession By: /s/ Xxxxxxx Xxxxx X. Xxxxxxxx (SEAL) Xxxxxxx -------------------------------------- Name: Xxxxx X. Xxxxxxxx President and Chief Executive Officer CYPRESS PHARMACEUTICALSTitle: Assistant Treasurer SOLUTIA BUSINESS ENTERPRISES, INC., as a Mississippi corporation debtor and a debtor-in-possession By: /s/ Xxxxxxx Xxxxx X. Xxxxxxxx (SEAL) Xxxxxxx -------------------------------------- Name: Xxxxx X. Xxxxxxxx Title: Vice President & Treasurer GUARANTORS: ---------- AXIO RESEARCH CORPORATION, as a debtor and Chief Executive Officer BORROWERSa debtor-in-possession By: GTA GP/s/ Xxxxx X. Xxxxxxxx -------------------------------------- Name: Xxxxx X. Xxxxxxxx Title: Vice President & Treasurer XXXXXX XXXX MANAGEMENT COMPANY, as a debtor and a debtor-in-possession By: /s/ Xxxxx X. Xxxxxxxx -------------------------------------- Name: Xxxxx X. Xxxxxxxx Title: Vice President & Treasurer CPFILMS INC., as a debtor and a debtor-in- possession By: /s/ Xxxxx X. Xxxxxxxx -------------------------------------- Name: Xxxxx X. Xxxxxxxx Title: Vice President & Assistant Treasurer MONCHEM, INC., as a Maryland corporation debtor and a debtor- in-possession By: /s/ Xxxxxxx Xxxxx X. Xxxxxxxx (SEAL) Xxxxxxx -------------------------------------- Name: Xxxxx X. Xxxxxxxx Title: Vice President and Chief Executive Officer GTA LP& Treasurer MONCHEM INTERNATIONAL, INC., as a Maryland corporation debtor and a debtor-in-possession By: /s/ Xxxxxxx Xxxxx X. Xxxxxxxx (SEAL) Xxxxxxx -------------------------------------- Name: Xxxxx X. Xxxxxxxx Title: Vice President and Chief Executive Officer GAINE& Treasurer SOLUTIA GREATER CHINA, INC., as a Delaware corporation debtor and a debtor-in-possession By: /s/ Xxxxxxx Xxxxx X. Xxxxxxxx (SEAL) Xxxxxxx -------------------------------------- Name: Xxxxx X. Xxxxxxxx Title: Vice President and Chief Executive Officer RESPICOPEA INC., a Delaware corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer HAWTHORN PHARMACEUTICALS& Treasurer SOLUTIA INTER-AMERICA, INC., as a Mississippi corporation debtor and a debtor-in-possession By: /s/ Xxxxxxx Xxxxx X. Xxxxxxxx (SEAL) Xxxxxxx -------------------------------------- Name: Xxxxx X. Xxxxxxxx Title: Vice President & Treasurer SOLUTIA INTERNATIONAL HOLDING, LLC, as a debtor and Chief Executive Officer PERNIX SLEEPa debtor-in-possession By: /s/ Xxxxx X. Xxxxxxxx -------------------------------------- Name: Xxxxx X. Xxxxxxxx Title: Vice President & Treasurer SOLUTIA INVESTMENTS, LLC, as a debtor and a debtor-in-possession By: /s/ Xxxxx X. Xxxxxxxx -------------------------------------- Name: Xxxxx X. Xxxxxxxx Title: Vice President & Treasurer SOLUTIA MANAGEMENT COMPANY, INC., as a Delaware corporation debtor and a debtor-in-possession By: /s/ Xxxxxxx Xxxxx X. Xxxxxxxx (SEAL) Xxxxxxx -------------------------------------- Name: Xxxxx X. Xxxxxxxx Title: Vice President & Treasurer SOLUTIA OVERSEAS, INC., as a debtor and Chief Executive Officer LENDER: MIDCAP FUNDING IV, LLC, a Delaware limited liability company debtor-in-possession By: /s/ Xxxxxxx Xxxxx X. Xxxxxxxx (SEAL) Xxxxxxx -------------------------------------- Name: Xxxxx X. Xxxxxxxx Managing Director AGENTTitle: MIDCAP FUNDING IVVice President & Treasurer SOLUTIA SYSTEMS, LLCINC., as a Delaware limited liability company debtor and a debtor-in-possession By: /s/ Xxxxxxx Xxxxx X. Xxxxxxxx (SEAL) Xxxxxxx -------------------------------------- Name: Xxxxx X. Xxxxxxxx Managing Title: Vice President & Treasurer SOLUTIA TAIWAN, INC., as a debtor and a debtor-in-possession By: /s/ Xxxxx X. Xxxxxxxx -------------------------------------- Name: Xxxxx X. Xxxxxxxx Title: Vice President & Treasurer ADMINISTRATIVE AGENT, --------------------- COLLATERAL AGENT, CO-DOCUMENTATION ---------------------------------- AGENT AND A LENDER: ------------------ CITICORP USA, INC., for itself as the Administrative Agent, the Collateral Agent, a Co-Documentation Agent and a Lender By: /s/ Xxxxx Xxxxx -------------------------------------- Name: Xxxxx Xxxxx Title: Director/Vice President

BORROWERS. PERNIX THERAPEUTICSGULF STATES STEEL, LLC, a Louisiana limited liability company By: Pernix Therapeutics Holdings, Inc., a Maryland corporation Its: Sole Member and Sole Manager INC. OF ALABAMA By: /s/ Xxxxxxx Xxxxxxxx (SEAL) X. Xxxxx ------------------------------------ Xxxxxxx Xxxxxxxx X. Xxxxx, Vice-President and Chief Executive Officer CYPRESS PHARMACEUTICALSAssistant Secretary Address: 000 Xxxxx 00xx Xxxxxx Xxxxxxx, INCXxxxxxx 00000 Attention: President Telecopier No., a Mississippi corporation : (000) 000-0000 -------------- ALABAMA STRUCTURAL BEAM CORP. By: /s/ Xxxxxxx Xxxxxxxx (SEAL) X. Xxxxx ------------------------------------ Xxxxxxx Xxxxxxxx X. Xxxxx, Vice-President and Chief Executive Officer BORROWERSAssistant Secretary Address: GTA GP000 Xxxxx 00xx Xxxxxx Xxxxxxx, INCXxxxxxx 00000 Attention: President Telecopier No., a Maryland corporation : (000) 000-0000 -------------- LENDERS: ------- FLEET CAPITAL CORPORATION Revolver Commitment: $35,000,000 By: /s/ Xxxxxxx Xxxxxxxx X. Xxxxxxxxx Equipment Commitment: $5,000,000 ------------------------------------- Total Commitment: $40,000,000 Title: Senior Vice President ---------------------------------- LIBOR Lending Office: 000 Xxxxxxxxxxx Xxxxxxxxx Xxxxxxxxxxx, Xxxxxxxxxxx 00000 Attention: Office Head Telecopier No.: (SEAL000) 000-0000 -------------- CONGRESS FINANCIAL CORPORATION Revolver Commitment: $35,000,000 By: /s/ Xxxxxx X. Xxxxxxx Xxxxxxxx Term Loan Commitment: $5,000,000 ------------------------------------- Total Commitment: $40,000,000 Title: Senior Vice President and Chief Executive Officer GTA LP---------------------------------- LIBOR Lending Office: Xxx Xxxx Xxxxxx Xxxxxx Xxxxxx, INCXxxxxxxxxxxxx 00000 Attention: Xx. Xxxx Xxxxxx Telecopier No.: (000) 000-0000 -------------- AGENT: ----- FLEET CAPITAL CORPORATION, a Maryland corporation as Agent By: /s/ Xxxxxxx Xxxxxxxx X. Xxxxxxxxx ------------------------------------ Title: Senior Vice President --------------------------------- Address: 000 Xxxxxxxxxxx Xxxxxxxxx Xxxxxxxxxxx, Xxxxxxxxxxx 00000 Attention: Office Head Telecopier No.: (SEAL000) Xxxxxxx Xxxxxxxx President and Chief Executive Officer GAINE000-0000 -------------- EXHIBIT A FORM OF REVOLVER NOTE November 13, 1997 U.S. $________.__ FOR VALUE RECEIVED, the undersigned, GULF STATES STEEL, INC. OF ALABAMA ("GSS"), an Alabama corporation, ALABAMA STRUCTURAL BEAM CORP. ("ASB"), an Alabama corporation; GSS and ASB being referred to collectively as "Borrowers," and individually as a "Borrower"), hereby unconditionally, and jointly and severally, promise to pay to the order of ________________ (herein, together with any subsequent holder hereof, called the "Lender") the principal sum of $_______________ or such lesser sum as may constitute Lender's Pro Rata share of the outstanding principal amount of all Revolver Loans pursuant to the terms of the Loan Agreement referred to below on the date on which such outstanding principal amounts become due and payable pursuant to Section 4.2 of the Loan Agreement (as defined below), in strict accordance with the terms thereof. Borrowers likewise unconditionally, and jointly and severally, promise to pay to Lender interest from and after the date hereof on Lender's Pro Rata share of the outstanding principal amount of Revolver Loans at such interest rates, payable at such times, and computed in such manner as are specified in Section 2.1 of the Loan Agreement, in strict accordance with the terms thereof. This Revolver Note ("Note") is issued pursuant to, and is one of the "Revolver Notes" referred to in, the Loan and Security Agreement dated the date hereof (as the same may be amended from time to time, the "Loan Agreement"), among Borrowers, Fleet Capital Corporation ("Agent"), as agent for the financial institutions from time to time parties thereto as lenders ("Lenders"), and such Lenders, and Lender is and shall be entitled to all benefits thereof and of all Loan Documents executed and delivered in connection therewith. The provisions of the Loan Agreement are incorporated herein by this reference. All capitalized terms used herein, unless otherwise defined herein, shall have the meanings ascribed to such terms in the Loan Agreement. The repayment of the principal balance of this Note is subject to the provisions of Section 4.2 of the Loan Agreement. The entire unpaid principal balance and all accrued interest on this Note shall be due and payable immediately upon the termination of the Commitments as set forth in Section 5.2 of the Loan Agreement. All payments of principal and interest shall be made in Dollars in immediately available funds as specified in the Loan Agreement. Upon or after the occurrence of an Event of Default and for so long as such Event of Default exists, the principal balance and all accrued interest of this Note may be declared due and payable in the manner and with the effect provided in the Loan Agreement, and the unpaid principal balance hereof shall bear interest at the Default Rate as and when provided in Section 2.1.5 of the Loan Agreement. Borrowers jointly and severally agree to pay, and save Lender harmless against, any liability for the payment of, all costs and expenses, including, but not limited to, reasonable attorneys' fees, arising in connection with the enforcement by Lender of any of its rights under this Note, the Loan Agreement or any of the other Loan Documents. All principal amounts of Revolver Loans made by Lender to Borrowers pursuant to the Loan Agreement, and all accrued and unpaid interest thereon, shall be deemed outstanding under this Note and shall continue to be owing by Borrowers in accordance with the terms of this Note and the Loan Agreement. In no contingency or event whatsoever, whether by reason of advancement of the proceeds hereof or otherwise, shall the amount paid or agreed to be paid to Lender for the use, forbearance or detention of money advanced hereunder exceed the highest lawful rate permissible under any law which a court of competent jurisdiction may deem applicable hereto; and, in the event of any such payment inadvertently paid by Borrowers or inadvertently received by Lender, such excess sum shall be, at Borrowers' option, returned to Borrowers forthwith or credited as a payment of principal, but shall not be applied to the payment of interest. It is the intent hereof that Borrowers not pay or contract to pay, and that Lender not receive or contract to receive, directly or indirectly in any manner whatsoever, interest in excess of that which may be paid by Borrowers under Applicable Law. Time is of the essence of this Note. To the fullest extent permitted by Applicable Law, each Borrower, for itself and its legal representatives, successors and assigns, expressly waives presentment, demand, protest, notice of dishonor, notice of non-payment, notice of maturity, notice of protest, presentment for the purpose of accelerating maturity, diligence in collection, and the benefit of any exemption or insolvency laws. Wherever possible each provision of this Note shall be interpreted in such a manner as to be effective and valid under Applicable Law, but if any provision of this Note shall be prohibited or invalid under Applicable Law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or remaining provisions of this Note. No delay or failure on the part of Lender in the exercise of any right or remedy hereunder shall operate as a waiver thereof, nor as an acquiescence in any default, nor shall any single or partial exercise by Lender of any right or remedy preclude any other right or remedy. Lender, at its option, may enforce its rights against any Collateral securing this Note without enforcing its rights against any Borrower, any guarantor of the indebtedness evidenced hereby or any other property or indebtedness due or to become due to any Borrower. Each Borrower agrees that, without releasing or impairing such Borrower's liability hereunder, Lender may at any time release, surrender, substitute or exchange any Collateral securing this Note and may at any time release any party primarily or secondarily liable for the indebtedness evidenced by this Note. The rights and obligations of Lender and Borrowers hereunder shall be construed in accordance with and governed by the laws (without giving effect to the conflict of law principles thereof) of the State of Georgia. This Note is intended to take effect as an instrument under seal under Georgia law., a Delaware corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer RESPICOPEA INC., a Delaware corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer HAWTHORN PHARMACEUTICALS, INC., a Mississippi corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer PERNIX SLEEP, INC., a Delaware corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer LENDER: MIDCAP FUNDING IV, LLC, a Delaware limited liability company By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx Managing Director AGENT: MIDCAP FUNDING IV, LLC, a Delaware limited liability company By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx Managing Director

BORROWERS. PERNIX THERAPEUTICS, LLC, a Louisiana limited liability company By: Pernix Therapeutics Holdings, Inc., a Maryland corporation Its: Sole Member and Sole Manager By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer CYPRESS PHARMACEUTICALS[Corporate Seal] BTG, INC., ATTEST: a Mississippi Virginia corporation By:/s/ MARIXXXX X. XXXXXXX By: /s/ EDWAXX X. XXXXXXX ---------------------------------- ------------------------------ Name: Marixxxx X. Xxxxxxx Name: Edwaxx X. Xxxxxxx Xxxle: Secretary Title: President and CEO [Corporate Seal] BTG TECHNOLOGY SYSTEMS, INC., ATTEST: a Virginia corporation By:/s/ MARIXXXX X. XXXXXXX By: /s/ EDWAXX X. XXXXXXX ---------------------------------- ------------------------------ Name: Marixxxx X. Xxxxxxx Name: Edwaxx X. Xxxxxxx Xxxle: Secretary Title: President [Corporate Seal] DELTA RESEARCH CORPORATION, ATTEST: a Virginia corporation By:/s/ MARIXXXX X. XXXXXXX By: /s/ EDWAXX X. XXXXXXX ---------------------------------- ------------------------------ Name: Marixxxx X. Xxxxxxx Name: Edwaxx X. Xxxxxxx Xxxle: Secretary Title: CEO [Corporate Seal] CONCEPT AUTOMATION, INC. OF ATTEST: AMERICA, a Virginia corporation By:/s/ MARIXXXX X. XXXXXXX By: /s/ EDWAXX X. XXXXXXX ---------------------------------- ------------------------------ Name: Marixxxx X. Xxxxxxx Name: Edwaxx X. Xxxxxxx Xxxle: Secretary Title: CEO Corporate Seal] NATIONS, INC., ATTEST: a New Jersey corporation By:/s/ MARIXXXX X. XXXXXXX By: /s/ EDWAXX X. XXXXXXX ---------------------------------- ------------------------------ Name: Marixxxx X. Xxxxxxx Name: Edwaxx X. Xxxxxxx Xxxle: Secretary Title: President and CEO AGENT: NATIONSBANK, N.A., a national banking association, acting in its capacity as Agent By: /s/ DOUGXXX X. XXXXX ------------------------------ Name: Dougxxx X. Xxxxx Title: Vice President LENDER(S): NATIONSBANK, N.A., a national banking association By: /s/ DOUGXXX X. XXXXX ------------------------------ Name: Dougxxx X. Xxxxx Title: Vice President FLEET CAPITAL CORPORATION, a Rhode Island corporation By: /s/ STUAXX X. XXXXXXX ------------------------------ Name: Stuaxx X. Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer BORROWERSTitle: GTA GP, INC., a Maryland corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer GTA LP, INC., a Maryland corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer GAINE, INC., a Delaware corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer RESPICOPEA INC., a Delaware corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer HAWTHORN PHARMACEUTICALS, INC., a Mississippi corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer PERNIX SLEEP, INC., a Delaware corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer LENDER: MIDCAP FUNDING IV, LLC, a Delaware limited liability company By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx Managing Director AGENT: MIDCAP FUNDING IV, LLC, a Delaware limited liability company By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx Managing DirectorSenior Vice President

BORROWERS. PERNIX THERAPEUTICSAttest: AMERICAN TIRE DISTRIBUTORS, LLCINC. ----------------------------- BY: J. XXXXXXX XXXXXXX, a Louisiana limited liability company Secretary ------------------------------------------- XXXXX X. XXXXXXXXX, Senior Vice President Finance and Administration and Treasurer Attest: THE SPEED MERCHANT, INC. ----------------------------- BY: J. XXXXXXX XXXXXXX, Secretary ------------------------------------------- XXXXX X. XXXXXXXXX, Vice President and Treasurer Attest: T.O. XXXX HOLDING CO., INC. ----------------------------- BY: J. XXXXXXX XXXXXXX, Secretary ------------------------------------------- XXXXX X. XXXXXXXXX, Vice President and Treasurer Attest: T.O. XXXX TIRE COMPANY, INC. ----------------------------- BY: J. XXXXXXX XXXXXXX, Secretary ------------------------------------------- XXXXX X. XXXXXXXXX, Vice President and Treasurer (Signatures continued on following page) Attest: TEXAS MARKET TIRE HOLDINGS I, INC. ----------------------------- By: Pernix Therapeutics HoldingsJ. XXXXXXX XXXXXXX, Inc.Secretary ----------------------------------------- XXXXX X. XXXXXXXXX, a Maryland corporation ItsVice President and Treasurer Attest: Sole Member and Sole Manager TEXAS MARKET TIRE, INC. ----------------------------- By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx J. XXXXXXX XXXXXXX, Secretary ----------------------------------------- XXXXX X. XXXXXXXXX, Vice President and Chief Executive Officer CYPRESS PHARMACEUTICALSTreasurer (See Attached) SCHEDULE 6.1(a) JURISDICTIONS IN WHICH BORROWERS ARE QUALIFIED AS FOREIGN CORPORATIONS AMERICAN TIRE DISTRIBUTORS, INC., a Mississippi corporation By: /s/ A DELAWARE CORPORATION Alabama* Maine Oklahoma Arizona* Maryland* Oregon Arkansas* Massachusetts Pennsylvania* California* Michigan Rhode Island Colorado Minnesota South Carolina* Connecticut Mississippi* South Dakota* District of Columbia Missouri* Tennessee* Florida* Montana Texas (Xxxxxxx Xxxxxxxx (SEALTire Group) Xxxxxxx Xxxxxxxx President and Chief Executive Officer BORROWERS: GTA GPGeorgia* Nebraska* Utah Idaho Nevada Vermont Illinois New Jersey Virginia* Indiana New Mexico Washington Iowa* New York* West Virginia* Kansas* North Carolina* Wisconsin Kentucky North Dakota Wyoming Louisiana Ohio THE SPEED MERCHANT, INC., a Maryland corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer GTA LP, INC., a Maryland corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer GAINE, INC., a Delaware corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer RESPICOPEA INC., a Delaware corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer HAWTHORN PHARMACEUTICALS, INC., a Mississippi corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer PERNIX SLEEP, INC., a Delaware corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer LENDER: MIDCAP FUNDING IV, LLC, a Delaware limited liability company By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx Managing Director AGENT: MIDCAP FUNDING IV, LLC, a Delaware limited liability company By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx Managing DirectorA CALIFORNIA CORPORATION* Arizona**

BORROWERS. PERNIX THERAPEUTICSCOHO RESOURCES, LLC, a Louisiana limited liability company INC. By: Pernix Therapeutics Holdings----------------------------------- Name: Jeffxxx Xxxxxx Title: Chairman, Inc., a Maryland corporation Its: Sole Member and Sole Manager By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer CYPRESS PHARMACEUTICALSAddress for Notices: 14780 Xxxxxxx Xxxx, INCXxxxx 000 Xxxxxx, Xxxxx 00000 Telecopy No.: (214) 000-0000 Telephone No.: (214) 000-0000 Attention: Jeffxxx Xxxxxx, a Mississippi corporation Xxesident THIRD AMENDED AND RESTATED CREDIT AGREEMENT, PAGE 81 89 COHO LOUISIANA PRODUCTION COMPANY By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx ----------------------------------- Name: Jeffxxx Xxxxxx Title: President and Chief Executive Officer BORROWERSAddress for Notices: GTA GP14780 Xxxxxxx Xxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Telecopy No.: (214) 000-0000 Telephone No.: (214) 000-0000 Attention: Jeffxxx Xxxxxx, Xxesident COHO EXPLORATION, INC., a Maryland corporation . By: /s/ ----------------------------------- Name: Jeffxxx Xxxxxx Title: President Address for Notices: 14780 Xxxxxxx Xxxxxxxx Xxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Telecopy No.: (SEAL214) Xxxxxxx Xxxxxxxx 000-0000 Telephone No.: (214) 000-0000 Attention: Jeffxxx Xxxxxx, Xxesident THIRD AMENDED AND RESTATED CREDIT AGREEMENT, PAGE 82 90 HOLDINGS : COHO ENERGY, INC. By: ----------------------------------- Name: Jeffxxx Xxxxxx Title: Chairman, President and Chief Executive Officer GTA LPAddress for Notices: 14780 Xxxxxxx Xxxx, INCXxxxx 000 Xxxxxx, Xxxxx 00000 Telecopy No.: (214) 000-0000 Telephone No.: (214) 000-0000 Attention: Jeffxxx Xxxxxx, Xxesident THIRD AMENDED AND RESTATED CREDIT AGREEMENT, PAGE 83 91 CO-AGENTS AND LENDERS: COMMITMENTS: BANQUE PARIBAS, Houston Agency as Administrative Agent for Lenders and as a Maryland corporation Lender $50,000,000.00 By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer GAINE, INC., a Delaware corporation ----------------------------------- Name: --------------------------------- Title: -------------------------------- By: /s/ Xxxxxxx Xxxxxxxx ----------------------------------- Name: --------------------------------- Title: -------------------------------- Address for Notices: 1200 Xxxxx Xxxxxx, Suite 3100 Houston, Texas 77002 Telecopy No.: (SEAL713) Xxxxxxx Xxxxxxxx President 000-0000 Telephone No.: (713) 000-0000 with a copy to: 2121 Xxx Xxxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Telecopy No.: (214) 000-0000 Telephone No.: (214) 000-0000 Lending Office for Prime Rate Advances 1200 Xxxxx Xxxxxx, Suite 3100 Houston, Texas 77002 Lending Office for Eurodollar Advances 1200 Xxxxx Xxxxxx, Suite 3100 Houston, Texas 77002 THIRD AMENDED AND RESTATED CREDIT AGREEMENT, PAGE 84 92 $50,000,000.00 MEESPIERSON N.V., as Co-Agent for the Lenders and Chief Executive Officer RESPICOPEA INC., as a Delaware corporation Lender By: /s/ ----------------------------------- Karex Xxxxxx Vice President Address for Operational Notices: MeesPierson N.V. Loan Administration Coolsingel 93 P. O. Box 000 0000 XX Xxxxxxxxx Xxx Xxxxxxxxxxx Attn: Pim xx Xxxx PHONE: 31 10 000 0000 FAX: 31 10 000 0000 With a copy to: Yolaxxx Xxxxxxx Dallas Office MeesPierson N.V. 300 Xxxxxxxx (SEAL) Xxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000 PHONE: 214-000-0000 FAX: 214-000-0000 Address for Other Notices: MeesPierson N.V. Coolsingel 93 P. O. Box 000 0000 XX Xxxxxxxxx Xxx Xxxxxxxxxxx Attn: Donaxx xxx der Klaauw PHONE: 31 10 000 0000 FAX: 31 10 000 0000 THIRD AMENDED AND RESTATED CREDIT AGREEMENT, PAGE 85 93 With a copy to: Karex Xxxxxx Vice President & Manager Dallas Representative Office MeesPierson N.V. 300 Xxxxxxxx President Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000 PHONE: 214-000-0000 FAX: 214-000-0000 Lending Office for Prime Rate Advances P.O. Xxx 000 0000 XX Xxxxxxxxx Xxx Xxxxxxxxxxx Lending Office for Eurodollar Advances P.O. 000 0000 XX Xxxxxxxxx Xxx Xxxxxxxxxxx THIRD AMENDED AND RESTATED CREDIT AGREEMENT, PAGE 86 94 Commitments: BANK ONE, TEXAS, N.A., as Co-Agent for $50,000,000.00 the Lenders and Chief Executive Officer HAWTHORN PHARMACEUTICALS, INC., as a Mississippi corporation Lender By: /s/ ----------------------------------- Name: Mynax X. Xxxxxxx Xxxxxxxx Title: Vice President Address for Notices: 1717 Xxxx Xxxxxx Xxxxxx, Xxxxx 00000 Telecopy No.: (SEAL214) Xxxxxxx Xxxxxxxx 000-0000 Telephone No.: (214) 000-0000 Attention: Mynax X. Xxxxxxx, Vice President and Chief Executive Officer PERNIX SLEEPLending Office for Prime Rate Advance: 1717 Xxxx Xxxxxx Xxxxxx, INC.Xxxxx 00000 Lending Office for Eurodollar Advances: 1717 Xxxx Xxxxxx Xxxxxx, a Delaware corporation Xxxxx 00000 THIRD AMENDED AND RESTATED CREDIT AGREEMENT, PAGE 87 95 $25,000,000.00 BANK OF SCOTLAND By: /s/ Xxxxxxx Xxxxxxxx ----------------------------------- Name: --------------------------------- Title: -------------------------------- Address for Notices for operational matters: Bank of Scotland, Grand Cayman c/o 565 0xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Janex Xxxxx, Xxsistant Vice President Telecopy No. (SEAL212) Xxxxxxx Xxxxxxxx 000-0000 Telephone No. (212) 000-0000 Addresses for Notices for credit matters: Bank of Scotland Two Allex Xxxter 1200 Xxxxx Xxxxxx Suite 1750 Houston, Texas 77002 Attn: Rex XxXxxxx/Xxxe President and Chief Executive Officer LENDER: MIDCAP FUNDING IVTelecopy No. (713) 000-0000 Telephone No. (713) 000-0000 Lending Office for Prime Rate Advances 565 0xx Xxxxxx Xxx Xxxx, LLCXxx Xxxx 00000 Lending Office for Eurodollar Advances 565 0xx Xxxxxx Xxx Xxxx, a Delaware limited liability company Xxx Xxxx 00000 THIRD AMENDED AND RESTATED CREDIT AGREEMENT, PAGE 88 96 $25,000,000.00 CREDIT LYONNAIS NEW YORK BRANCH By: /s/ Xxxxxxx ----------------------------------- Name: --------------------------------- Title: -------------------------------- Address for Notices for operational matters: c/o Credit Lyonnais Houston Representative Offixx 0000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxx 00000 Attn: Ms. Xxxxxxxxxx Xxxxxx Telecopy No. (713) 000-0000 Telephone No. (713) 000-0000 Addresses for Notices for credit matters: c/o Credit Lyonnais Houston Representative Offixx 0000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxx 00000 Attn: Mr. Davix Xxxx Telecopy No. (713) 000-0000 Telephone No. (713) 000-0000 Lending Office for Prime Rate Advances 1301 Xxxxxx xx xxx Xxxxxxxx (SEAL) Xxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Lending Office for Eurodollar Advances 1301 Xxxxxx xx xxx Xxxxxxxx Managing Director AGENT: MIDCAP FUNDING IVXxx Xxxx, LLCXxx Xxxx 00000 THIRD AMENDED AND RESTATED CREDIT AGREEMENT, a Delaware limited liability company PAGE 89 97 $25,000,000.00 CHRISTIANIA BANK OG KREDITKASSE By: /s/ ----------------------------------- Name: --------------------------------- Title: -------------------------------- By: ----------------------------------- Name: --------------------------------- Title: -------------------------------- Address for Notices: Christiania Bank og Kreditkasse 11 W. 00xx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Ms. Xxxxx Xxxxxxxxx Telephone No. (212) 000-0000 Telecopy No. (212) 000-0000 Lending Office for Prime Rate Advances 11 W. 00xx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Lending Office for Eurodollar Advances 11 W. 00xx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 THIRD AMENDED AND RESTATED CREDIT AGREEMENT, PAGE 90 98 $25,000,000.00 DEN NORSKE BANK AS By: ----------------------------------- Name: --------------------------------- Title: -------------------------------- By: ----------------------------------- Name: --------------------------------- Title: -------------------------------- Address for Notices: Den norske Bank AS Attn: Credit Administration 600 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 PHONE: (212) 000-0000 FAX: (212) 000-0000 CC: Den norske Bank AS Attn: Mr. Xxxxxxx Xxxxxxxx X. Xxxx, Vice President Three Allex Xxxter 333 Xxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, XX 00000 PHONE: (SEAL713) Xxxxxxx Xxxxxxxx Managing Director000-0000 FAX: (713) 000-0000 Lending Office for Prime Rate Advances 600 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Lending Office for Eurodollar Advances 600 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 THIRD AMENDED AND RESTATED CREDIT AGREEMENT, PAGE 91 99 COHO CANADA ACKNOWLEDGMENT

BORROWERS. PERNIX THERAPEUTICS, LLC, a Louisiana limited liability company By: Pernix Therapeutics Holdings, Inc., a Maryland corporation Its: Sole Member and Sole Manager By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer CYPRESS PHARMACEUTICALSXXXXXX BOATS & MOTORS, INC., a Mississippi corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer BORROWERS: GTA GPTexas corporation, XXXXXX XXXXXXX MARINE, INC., A Texas corporation, XXXXXX BOATING CENTER ARLINGTON, INC., a Maryland corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer GTA LPTexas corporation, FALCON MARINE, INC., a Maryland Texas corporation, FALCON MARINE ABILENE, INC., a Texas corporation, XXXXXX BOATING CENTER BEAUMONT, INC., a Texas corporation, XXXXXX BOATING CENTER TENNESSEE, INC., a Texas corporation, XXXXXX BOATING CENTER ALABAMA, INC., a Texas corporation, XXXXXX BOATING CENTER GEORGIA, INC., a Texas corporation and XXXXXX BOATING CENTER FLORIDA, INC., a Texas corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx Xxxx X. Xxxxxx ----------------------------------------- Name: Xxxx X. Xxxxxx Title: President XXXXXX BOATS & MOTORS BATON ROUGE, INC., a Louisiana corporation and Chief Executive Officer GAINEXXXXXX BOATING CENTER LOUISIANA, INC., a Louisiana corporation By: /s/ Xxxx X. Xxxxxx ------------------------------------------ Name: Xxxx X. Xxxxxx Title: President TBC ARKANSAS, INC., an Arkansas corporation, RED RIVER MARINE ARKANSAS, INC., a Arkansas corporation and XXXXXX BOATING CENTER LITTLE ROCK, INC., a Arkansas corporation By: /s/ Xxxx X. Xxxxxx ------------------------------------------ Name: Xxxx X. Xxxxxx Title: President TBC MANAGEMENT, INC., a Delaware corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx Xxxx X. Xxxxxx ------------------------------------------- Name: Xxxx X. Xxxxxx Title: President and Chief Executive Officer RESPICOPEA INCTBC MANAGEMENT, LTD., a Delaware corporation Texas limited partnership By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer HAWTHORN PHARMACEUTICALSXXXXXX BOATS & MOTORS, INC., a Mississippi corporation Texas corporation, as General Partner By: /s/ Xxxx X. Xxxxxx -------------------------------------- Name: Xxxx X. Xxxxxx Title: President AGENT: ----- NATIONSBANK OF TEXAS, N.A., a national banking association, as Agent for Lenders By: /s/ R. Xxxx Xxxxxxxxx ------------------------------------------- Name: R. Xxxx Xxxxxxxxx Title: Vice President LENDERS: ------- NATIONSBANK OF TEXAS, N.A., a national banking association By: /s/ R. Xxxx Xxxxxxxxx ------------------------------------------- Name: R. Xxxx Xxxxxxxxx Title: Vice President HIBERNIA NATIONAL BANK, a national banking association By: /s/ Xxxx Xxxxxxx Xxxxxxxx (SEAL) ------------------------------------------- Name: Xxxx Xxxxxxx Xxxxxxxx Title: Assistant Vice President and Chief Executive Officer PERNIX SLEEPEXHIBIT A --------- REVOLVING NOTE $____________ San Antonio, Texas December __, 1996 FOR VALUE RECEIVED, XXXXXX BOATS & MOTORS, INC., a Texas corporation, XXXXXX XXXXXXX MARINE, INC., a Texas corporation, XXXXXX BOATING CENTER ARLINGTON, INC., a Texas corporation, FALCON MARINE, INC., a Texas corporation, FALCON MARINE ABILENE, INC., a Texas corporation, XXXXXX BOATING CENTER BEAUMONT, INC., a Texas corporation, XXXXXX BOATS & MOTORS BATON ROUGE, INC., a Louisiana corporation, TBC ARKANSAS, INC., an Arkansas corporation, TBC MANAGEMENT, Ltd., a Texas limited partnership, TBC MANAGEMENT, INC., a Delaware corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer LENDER: MIDCAP FUNDING IVcorporation, LLCXXXXXX BOATING CENTER LOUISIANA, INC., a Delaware limited liability company By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx Managing Director AGENT: MIDCAP FUNDING IVLouisiana corporation, LLCXXXXXX BOATING CENTER TENNESSEE, INC., a Delaware Texas corporation, XXXXXX BOATING CENTER ALABAMA, INC., a Texas corporation, RED RIVER MARINE ARKANSAS, INC., an Arkansas corporation, XXXXXX BOATING CENTER LITTLE ROCK, INC., an Arkansas corporation, XXXXXX BOATING CENTER GEORGIA, INC., a Texas corporation and XXXXXX BOATING CENTER FLORIDA, INC., a Texas corporation (collectively "Borrowers"), --------- hereby, jointly and severally, promise to pay to the order of ____________________________, a national banking association ("Lender"), at the ------ offices of NationsBank of Texas, N.A., a national banking association (the "Agent") at 000 Xxxxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxx 00000, the principal sum of ------ ___________________ Million and No/100 Dollars ($_______________) (or the unpaid balance of all principal advanced against this Note, if that amount is less), on or before the Termination Date for this Note (as established by the Agreement), in lawful money of the United States of America, together with interest on the unpaid principal balance of this Note from day to day outstanding, in accordance with the terms and provisions of the Agreement; provided, however, that in no event shall interest accrue hereunder at a rate in excess of the Maximum Lawful Rate. Subject to the provisions hereof limiting interest to the Maximum Lawful Rate, interest on Advances shall be computed based on the number of days elapsed and 360-days per year or in the case of interest accruing at the Maximum Lawful Rate, 365/366 days per year. Advances of the principal indebtedness evidenced by this Note shall be made pursuant to the Credit Agreement (as herein defined), which amounts may be borrowed, repaid and reborrowed as provided in and subject to the terms of the Credit Agreement. Each Advance made by Lender to Borrowers pursuant to the Credit Agreement may be recorded by lender and, with respect to any transfer hereof, endorsed on the grid attached hereto which is part of this Note. Any failure by Lender to endorse the grid attached hereto shall not impair the obligation of Borrowers to pay any amount due and owing hereunder. All capitalized terms used herein, but not specifically defined, shall have the same meanings set forth in the Agreement. Principal and all accrued interest hereunder shall be due and payable upon the terms and on the dates provided for in the Credit Agreement. After maturity of this Note or the occurrence of an Event of Default, the outstanding principal balance of this Note shall, at the option of the Required Lenders, bear interest at the Default Rate, as provided in the Agreement. If at any time the Applicable Rate shall be limited liability company By: /s/ Xxxxxxx Xxxxxxxx to the Maximum Lawful Rate, any subsequent reductions in the Applicable Rate shall not reduce the rate of interest on this Note below the Maximum Lawful Rate until the total amount of interest accrued equals the amount of interest which would have accrued if the Applicable Rate had at all times been in effect. In the event that at maturity (SEALstated or by acceleration), or at the final payment of the Credit Facility, the total amount of interest paid or accrued on the Credit Facility is less than the amount of interest which would have accrued if the Applicable Rate had at all times been in effect with respect thereto, then at such time, to the extent permitted by law, Borrowers shall pay to Agent, for the ratable benefit of the Lenders, an amount equal to the difference between (a) Xxxxxxx Xxxxxxxx Managing Directorthe lesser of the amount of interest which would have accrued if the Applicable Rate had at all times been in effect and the amount of interest which would have accrued if the Maximum Lawful Rate had at all times been in effect, and (b) the amount of interest actually paid on the Credit Facility. This Note has been executed and delivered pursuant to the terms of that certain Revolving Credit Agreement (as the same may be modified, amended, supplemented, extended or restated from time to time, the "Credit Agreement") ---------------- dated as of December ___, 1996, executed by and among Borrowers, Agent and the Lenders (which includes the payee of this Note) and is one of the notes defined therein as a "Note", the terms and provisions of the Credit Agreement related to ---- this Note being incorporated herein by reference for all purposes. The terms of the Credit Agreement shall govern in the case of any inconsistency between such terms and the terms hereof. This Note is secured by the Security Agreement and all the other Loan Documents, and all liens and security interests created or evidenced thereby. Any holder shall be entitled to all benefits and remedies and security set forth in the Credit Agreement and all the other Loan Documents. The occurrence of a Default or an Event of Default, under and as defined in the Credit Agreement, shall constitute, respectively, a Default or an Event of Default under this Note, and the unpaid principal of and accrued interest on this Note may be declared due and payable in the manner and with the effect provided in the Credit Agreement. Each Borrower and all sureties, endorsers, guarantors and any other party now or hereafter liable for the payment of this Note in whole or in part, hereby severally (i) waive demand, presentment for payment, notice of dishonor and of nonpayment, protest, notice of protest, notice of intent to accelerate, notice of acceleration and all other notice (except only for any notice that is specifically required by the terms of the Credit Agreement or any other Loan Document), filing of suit and diligence in collecting this Note or enforcing any of the security herefor; (ii) agree to any substitution, subordination, exchange or release of any such security or the release of any party primarily or secondarily liable hereon; (iii) agree that the holder hereof shall not be required first to institute suit or exhaust its remedies against any Borrower or others liable or to become liable hereon or to enforce its rights against them or any security herefor; (iv) consent to any extension or postponement of time of payment of this Note for any period or periods of time and to any partial payments, before or after maturity, and to any other indulgences with respect hereto, without notice thereof to any of them; and (v) submit (and waive all rights to object) to personal jurisdiction in the State of Texas, and venue in Bexar County, Texas, for the enforcement of any and all obligations under the Loan Documents. If any holder of this Note retains an attorney in connection with any default or at maturity or to collect, enforce or defend this Note or any other Loan Document in any lawsuit or in any probate, reorganization, bankruptcy or other proceeding, or if any Borrower sues any holder of this Note in connection with this Note or any other Loan Document and does not prevail, then Borrowers agree to pay to each such holder, in addition to principal and interest, all costs and expenses incurred by such holder in trying to collect this Note or in any such suit or proceeding, including reasonable attorneys' fees as and to the extent provided in the Credit Agreement. Notwithstanding anything herein or in any other Loan Documents, expressed or implied, to the contrary, in no event shall any interest rate charged hereunder or under any of the other Loan Documents, or any interest contracted for, collected or received by Lender or any holder hereof, exceed the Maximum Lawful Rate. It is expressly stipulated and agreed to be the intent of Borrowers and Lender at all times to comply with the applicable law governing the maximum rate or amount of interest payable on or in connection with this Note. If the applicable law is ever judicially interpreted so as to render usurious any amount called for under this Note or under any of the other Loan Documents, or contracted for, charged, taken, reserved or received with respect to this Note, or if acceleration of the maturity of this Note, any prepayment by Borrowers, or any other circumstance whatsoever, results in Lender having been paid any interest in excess of that permitted by applicable law, then it is the express intent of Borrowers and Lender that all excess amounts theretofore collected by Lender be credited on the principal balance of this Note (or, if this Note has been or would thereby be paid in full, refunded to Borrowers), and the provisions of this Note and the other applicable Loan Documents immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the execution of any new document, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder and thereunder. The right to accelerate the maturity of this Note does not include the right to accelerate any interest which has not otherwise accrued on the date of such acceleration, and Lender does not intend to collect any unearned interest in the event of acceleration. All sums paid or agreed to be paid to Lender for the use, forbearance or detention of the indebtedness evidenced hereby or by any other Loan Document shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the Maximum Lawful Rate. The term "applicable law" -------------- as used herein shall mean the laws of the State of Texas, or any applicable United States federal law to the extent that it permits Lender to contract for, charge, take, reserve or receive a greater amount of interest than under Texas law. The provisions of this paragraph shall control all agreements between Borrowers and Lender.

BORROWERS. PERNIX THERAPEUTICS, LLC, a Louisiana limited liability company By: Pernix Therapeutics Holdings, Inc., a Maryland corporation Its: Sole Member and Sole Manager By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer CYPRESS PHARMACEUTICALS[Corporate Seal] BTG, INC., a Mississippi Virginia corporation ATTEST: By: /s/ Marixxxx X. Xxxxxxx By: /s/ Edwaxx X. Xxxxxxx -------------------------------- -------------------------------- Name: Marixxxx X. Xxxxxxx Name: Edwaxx X. Xxxxxxx Xxxle: Secretary Title: President and CEO [Corporate Seal] BTG TECHNOLOGY SYSTEMS, INC., ATTEST: a Virginia corporation By: /s/ Marixxxx X. Xxxxxxx Xxxxxxxx (SEAL) By: /s/ Edwaxx X. Xxxxxxx Xxxxxxxx --------------------------------- -------------------------------- Name: Marixxxx X. Xxxxxxx Name: Edwaxx X. Xxxxxxx Xxxle: Secretary Title: President [Corporate Seal] DELTA RESEARCH CORPORATION, ATTEST: a Virginia corporation By: /s/ Marixxxx X. Xxxxxxx By: /s/ Edwaxx X. Xxxxxxx --------------------------------- -------------------------------- Name: Marixxxx X. Xxxxxxx Name: Edwaxx X. Xxxxxxx Xxxle: Secretary Title: CEO [Corporate Seal] CONCEPT AUTOMATION, INC. OF ATTEST: AMERICA, a Virginia corporation By: /s/ Marixxxx X. Xxxxxxx By: /s/ Edwaxx X. Xxxxxxx --------------------------------- -------------------------------- Name: Marixxxx X. Xxxxxxx Name: Edwaxx X. Xxxxxxx Xxxle: Secretary Title: CEO [Corporate Seal] NATIONS, INC., ATTEST: a New Jersey corporation By: /s/ Marixxxx X. Xxxxxxx By: /s/ Edwaxx X. Xxxxxxx --------------------------------- -------------------------------- Name: Marixxxx X. Xxxxxxx Name: Edwaxx X. Xxxxxxx Xxxle: Secretary Title: President and Chief Executive Officer BORROWERS: GTA GPCEO [Corporate Seal] STAC, INC., a Maryland Virginia corporation ATTEST: By: /s/ Deboxxx Xxx By: /s/ Edwaxx X. Xxxxxxx Xxxxxxxx (SEAL) --------------------------------- -------------------------------- Name: Deboxxx Xxx Name: Edwaxx X. Xxxxxxx Xxxxxxxx President and Chief Executive Officer GTA LPXxxle: Secretary Title: CEO [Corporate Seal] RESEARCH PLANNING, INC., a Maryland corporation ByATTEST: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer GAINE, INC., a Delaware corporation By: /s/ Deboxxx Xxx By: /s/ Edwaxx X. Xxxxxxx Xxxxxxxx (SEAL) --------------------------------- -------------------------------- Name: Deboxxx Xxx Name: Edwaxx X. Xxxxxxx Xxxxxxxx President and Chief Executive Officer RESPICOPEA INC.Xxxle: Secretary Title: CEO AGENT: ----- BANK OF AMERICA, N.A., a Delaware national banking association (as successor-in-interest to NationsBank, N.A.), acting in its capacity as Agent By: /s/ Lawrxxxx X. Xxxxxxx -------------------------------- Name: Lawrxxxx X. Xxxxxxx Title: Vice President LENDER(S): --------- BANK OF AMERICA, N.A., a national banking association (as successor-in-interest to NationsBank, N.A.), acting in its capacity as Lender By: /s/ Lawrxxxx X. Xxxxxxx -------------------------------- Name: Lawrxxxx X. Xxxxxxx Title: Vice President FLEET CAPITAL CORPORATION, a Rhode Island corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer HAWTHORN PHARMACEUTICALS, INC., a Mississippi corporation BySharxx Xxxxxx -------------------------------- Name: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer PERNIX SLEEP, INC., a Delaware corporation BySharxx Xxxxxx Title: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer LENDER: MIDCAP FUNDING IV, LLC, a Delaware limited liability company By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx Managing Director AGENT: MIDCAP FUNDING IV, LLC, a Delaware limited liability company By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx Managing DirectorVice President

BORROWERS. PERNIX THERAPEUTICS, LLC, a Louisiana limited liability company ByTRANS-LUX CORPORATION By /s/ Xxxxxx Xxxx -------------------------------------- Xxxxxx Xxxx Title: Pernix Therapeutics Holdings, Inc., a Maryland corporation ItsPresident By /s/ Xxxxxx Xxxxx -------------------------------------- Xxxxxx Xxxxx Title: Sole Member and Sole Manager By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx Senior Vice President and Chief Executive Financial Officer CYPRESS PHARMACEUTICALS, INC., a Mississippi corporation ByTRANS-LUX DISPLAY CORPORATION By /s/ Xxxxxx Xxxx -------------------------------------- Xxxxxx Xxxx Title: President By /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx Xxxxxx Xxxxx -------------------------------------- Xxxxxx Xxxxx Title: Senior Vice President and Chief Executive Financial Officer BORROWERSTRANS-LUX MONTEZUMA CORPORATION By /s/ Xxxxxx Xxxx -------------------------------------- Xxxxxx Xxxx Title: GTA GP, INC., a Maryland corporation ByPresident By /s/ Xxxxxx Xxxxx -------------------------------------- Xxxxxx Xxxxx Title: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx Senior Vice President and Chief Executive Financial Officer GTA LPINTEGRATED SYSTEMS ENGINEERING, INC., a Maryland corporation By. By /s/ Xxxxxx Xxxx ------------------------------------- Xxxxxx Xxxx Title: President By /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx Xxxxxx Xxxxx -------------------------------------- Xxxxxx Xxxxx Title: Senior Vice President and Chief Executive Financial Officer GAINEGUARANTORS: TRANS-LUX DISPLAY CORPORATION TRANS-LUX CANADA, LTD. TRANS-LUX COCTEAU CORPORATION TRANS-LUX COLORADO CORPORATION TRANS-LUX DURANGO CORPORATION TRANS-LUX EXPERIENCE CORPORATION TRANS-LUX HIGH FIVE CORPORATION TRANS-LUX INVESTMENT CORPORATION TRANS-LUX LOMA CORPORATION TRANS-LUX LOVELAND CORPORATION TRANS-LUX MIDWEST CORPORATION TRANS-LUX MONTEZUMA CORPORATION TRANS-LUX MULTIMEDIA CORPORATION TRANS-LUX PENNSYLVANIA CORPORATION TRANS-LUX PTY, LTD. TRANS-LUX SEAPORT CORPORATION TRANS-LUX SERVICE CORPORATION TRANS-LUX SOUTHWEST CORPORATION TRANS-LUX STORYTELLER CORPORATION TRANS-LUX SYNDICATED PROGRAMS CORPORATION TRANS-LUX TAOS CORPORATION TRANS-LUX THEATRES CORPORATION INTEGRATED SYSTEMS ENGINEERING, INC., a Delaware corporation By. XXXXXXXX REALTY CORPORATION By /s/ Xxxxxx Xxxx ------------------------------------- Xxxxxx Xxxx Title: President By /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx Xxxxxx Xxxxx -------------------------------------- Xxxxxx Xxxxx Title: Senior Vice President and Chief Executive Officer RESPICOPEA INC., a Delaware corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer HAWTHORN PHARMACEUTICALS, INC., a Mississippi corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer PERNIX SLEEP, INC., a Delaware corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Financial Officer LENDER: MIDCAP FUNDING IV, LLC, a Delaware limited liability company By: FIRST UNION NATIONAL BANK /s/ Xxxxxxx Xxxxxxxx (SEAL) X. Xxxxxx By______________________________________ Xxxxxxx Xxxxxxxx Managing Director AGENTX. Xxxxxx Title: MIDCAP FUNDING IV, LLC, a Delaware limited liability company By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx Managing DirectorSenior Vice President EXHIBIT A TO SEVENTH AMENDMENT AGREEMENT FOURTH ALLONGE TO REVOLVING PROMISSORY NOTE -------------------------------------------

BORROWERS. PERNIX THERAPEUTICS, LLC, a Louisiana limited liability company By: Pernix Therapeutics Holdings, Inc., a Maryland corporation Its: Sole Member and Sole Manager By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer CYPRESS PHARMACEUTICALSFRED'S, INC., a Mississippi corporation ByTennessee corporation, as "Borrower Agent" and a "Borrower" By:___/s/ Xxxxx X. hore________________ Name: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Xxxxx X. Shore Title: Chief Executive Officer BORROWERSAttest: GTA GP, INC., a Maryland corporation By_____/s/ Xxxx X. Dely___________ Name: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Xxxx X. Xxxx Title: Secretary By:___/s/ Xxxxx X. Shore_______________ Name: Xxxxx X. Shore Title: Chief Executive Officer GTA LP, INC., a Maryland corporation ByAttest: _____/s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Xxxx X. Dely___________ Name: Xxxx X. Xxxx Title: Secretary By:___/s/ Xxxxx X. Shore_______________ Name: Xxxxx X. Shore Title: Chief Executive Officer GAINE, Attest: _____/s/ Xxxx X. Dely___________ Name: Xxxx X. Xxxx Title: Secretary FRED'S CAPITAL FINANCE INC., a Delaware corporation Bycorporation, as a "Borrower" By:___/s/ Xxxxxx X. Panaccione_________ Name: Xxxxxx X. Xxxxxxxxxx Title: President Attest: __/s/ Xxxxxxx Xxxxxx X. Jasinski_______ Name: Xxxxxx X. Xxxxxxxx (SEAL) Xxxxxxx Title: Secretary By:___/s/ Xxxxxx X. Panaccione_________ Name: Xxxxxx X. Xxxxxxxxxx Title: President Attest: __/s/ Xxxxxx X. Jasinski_______ Name: Xxxxxx X. Xxxxxxxx Title: Secretary By:____/s/ Xxxxx X. Shore______________ Name: Xxxxx X. Shore Title: President and Chief Executive Officer RESPICOPEA INC., a Delaware corporation ByAttest:______/s/ Xxxx X. Dely__________ Name: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer HAWTHORN PHARMACEUTICALS, INC., a Mississippi corporation ByXxxx X. Xxxx Title: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer PERNIX SLEEP, INC., a Delaware corporation By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx President and Chief Executive Officer LENDER: MIDCAP FUNDING IV, LLC, a Delaware limited liability company By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx Managing Director AGENT: MIDCAP FUNDING IV, LLC, a Delaware limited liability company By: /s/ Xxxxxxx Xxxxxxxx (SEAL) Xxxxxxx Xxxxxxxx Managing DirectorSecretary