ICU MEDICAL, INC. ICU MEDICAL (UTAH), INC. 951 CALLE AMANECER SAN CLEMENTE, CALIFORNIA 92673 July 13, 2005
ICU MEDICAL,
INC.
ICU MEDICAL (UTAH), INC.
000 XXXXX XXXXXXXX
XXX XXXXXXXX, XXXXXXXXXX 00000
July 13, 2005
Hospira, Inc.
000 X. Xxxxx Xxxxx
Xxxxxxxx X0, Xxxxxxxxxx 0000
Xxxx Xxxxxx, Xxxxxxxx 00000-0000
Attention: Chief Executive Officer
| Re: | Asset
Purchase Agreement dated February 25, 2005 between ICU Medical, Inc. and Hospira, Inc. |
Dear Xx. Xxxxxx:
The
above-referenced Asset Purchase Agreement was assigned by Buyer to ICU Medical (Utah),
Inc. (“Newco”) by means of an Assignment and Assumption Agreement dated
February 28, 2005 and amended by a letter agreement dated May 1, 2005 among ICU Medical,
Inc., Newco and Hospira, Inc. (as amended, the “Agreement”). This letter
agreement amends and supplements the Agreement. Capitalized terms used, but not
defined, in this letter agreement have the meanings ascribed to them in the Agreement.
References in this letter agreement to articles, sections, subsections, schedules and
exhibits are to articles, sections, subsections, schedules and exhibits of the Agreement
or, when the context indicates, to sections and subsections of schedules and exhibits
of the Agreement. Except as expressly amended by this letter agreement, the Agreement
remains in full force and effect. In the event of any conflict or inconsistency between
this letter agreement and the Agreement, this letter agreement shall control.
Acquired
Assets
Section
2.1(a) is amended to add the following additional Acquired Assets: credits due from
vendors for items returned in the amount of $53,000 and xxxxx cash in the amount of
$2,000.
Purchase
Price
Section
2.3(a) is amended to read as follows:
(a)
The total purchase price for the Acquired Assets and the Real Property will be the
excess of Thirty-three Million Seven Hundred Thousand Dollars ($33,700,000) over the
amount of Seller’s accrued liability as of the Closing Date for certain vacation
pay and other items that will be assumed by Buyer pursuant to Section 2.5(b) (such
excess, the “Purchase Price”), subject to adjustment as provided in Section
2.4, together with the assumption by Buyer of certain obligations of Seller as provided
in Section 2.5.
Purchase
Price Adjustment
Section
2.4(a) is amended to add the following at the end thereof:
The agreed
downward adjustment to the Purchase Price pursuant to this subsection, as determined in
accordance with Section 2.4(b), is $1,252,000.
Section
2.4(c) is deleted.
Assumption
of Certain Obligations
Section
2.5(b) is amended to read as follows:
(b)
Seller’s liabilities:
(i)
To Employees for vacation pay accrued from January 1, 2005 to the Closing Date, the
agreed amount of which is $260,000;
(ii)
For accounts payable accrued for items received but not invoiced as of the Closing
Date, the agreed amount of which is $129,000; and
(iii)
For the amount accrued for utilities and other services as of the Closing Date, the
agreed amount of which is $241,000.
Tax
Allocation
Schedule
2.8 (“Tax Allocation”) attached to the letter agreement dated May 1, 2005 is
replaced with Schedule 2.8 (“Tax Allocation”) attached as Exhibit A hereto.
Additional
Purchase Price Adjustment
Section
2.10 and Exhibit 2.10 and all references in the Agreement to Section 2.10 and Exhibit
2.10 are deleted from the Agreement, and the agreements and covenants of the parties
contained in Section 2.10 and Exhibit 2.10 are terminated and of no further force or
effect. Simultaneously with the execution of this letter agreement, Seller and Buyer
shall execute a document in the form attached as Exhibit B to this letter agreement
sufficient to terminate the Encumbrance recorded against the Property, and shall cause
the same to be recorded in the office of the County Recorder of Salt Lake County, Utah.
Buyer shall be responsible for recording the document and for the applicable recording
fee.
Additional
Payment to Buyer
Pursuant
to the Agreement as amended and supplemented by the provisions above, Seller shall pay
to Buyer, not less than ten (10) days after the date of this letter agreement, $349,000
($32,167,000 estimated Purchase Price paid by Buyer to Seller at the Closing minus the
$31,818,000 final Purchase Price as adjusted). Upon Seller’s receipt of such
payment, the parties agree that no further adjustments to the Purchase Price will be
made, and the parties further agree to raise no further objections regarding the
Closing FTA Statement and the Closing Raw Materials and WIP Statement, it being
understood and agreed that the reconciliation of amounts under this letter agreement
represents the complete and final determination of the parties of the Net Book Value at
Closing of the Facility Tangible Assets and the Net Book Value at Closing of the Raw
Materials and WIP.
Retention
Bonus for Key Employees
Section
4(d) of Schedule 6.8 to the Agreement is deleted.
Please indicate
your agreement to the foregoing by signing below.
| ICU Medical, Inc. | ICU Medical (Utah), Inc. |
| By: /s/ Xxxxxxx X. X’Xxxxx | By: /s/ Xxxxxxx X. X’Xxxxx |
| Name: Xxxxxxx X. X’Xxxxx | Name: Xxxxxxx X. X’Xxxxx |
| Agreed and Accepted this 13th day of July, 2005 |
|
| Hospira, Inc. | |
| By: /s/ Xxxxxxxx X. Xxxxxxx | |
| Name: Xxxxxxxx X. Xxxxxxx |
