PURCHASE AGREEMENT ASSUMPTION AGREEMENT
PURCHASE AGREEMENT ASSUMPTION AGREEMENT (this "Agreement"), dated as
of November 26, 1996, is by IVAC Holdings, Inc., a Delaware corporation (the
"Company"), and IVAC Overseas Holdings, Inc., a Delaware corporation (the
"Second Guarantor").
W I T N E S S E T H
WHEREAS, IMED Corporation, a Delaware corporation, ("IMED") has
heretofore executed and delivered to the Initial Purchasers a purchase agreement
(the "Purchase Agreement"), dated as of November 19, 1996, providing for the
terms pursuant to which the Initial Purchasers will purchase $200,000,000 of
aggregate principal amount of 9 3/4% Series A Senior Subordinated Notes due 2006
(the "Series A Notes") of IMED.
WHEREAS, IMED has been merged with and into the Company (the
"Merger");
WHEREAS, pursuant to the Purchase Agreement, the Company upon
consummation of the Merger is required to succeed to the obligations of IMED
under the Purchase Agreement and to execute and deliver this Agreement
concurrently with the Merger; and
WHEREAS, pursuant to the Purchase Agreement immediately subsequent
to the Merger, the Second Guarantor is required to become a party to the
Purchase Agreement;
NOW THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the
Company and the Second Guarantor mutually covenant and agree for the equal and
ratable benefit of the Initial Purchasers as follows:
1. ASSUMPTION. The Company hereby agrees to assume all of the
obligations of IMED under the Purchase Agreement and, hereafter, shall be deemed
the "Company" for all purposes under the Purchase Agreement.
2. ADDITIONAL GUARANTOR. The Second Guarantor hereby agrees to be
deemed a "Guaranteeing Subsidiary" for all purposes under the Purchase Agreement
and to perform all obligations and duties of a Guaranteeing Subsidiary
thereunder.
3. DEFINITIONS. Capitalized terms used herein but not defined shall
have the meanings given to such terms in the Purchase Agreement.
4. NEW YORK LAW TO GOVERN. The internal law of the State of New
York, without regard to the choice of law rules thereof, shall govern and be
used to construe this Agreement.
5. COUNTERPARTS. The parties may sign any number of copies of this
Agreement. Each signed copy shall be an original, but all of them together
represent the same agreement.
6. EFFECT OF HEADINGS. The Section headings herein are for
convenience only and shall not affect the construction hereof.
[Signatures on following page]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and attested, all as of the date first above written.
IVAC HOLDINGS, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: President
IVAC OVERSEAS HOLDINGS, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: President
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