CREDIT AGREEMENT Dated as of June 30, 2003 among ALARIS MEDICAL SYSTEMS, INC. as Borrower and THE LENDERS AND ISSUERS PARTY HERETO and CITICORP NORTH AMERICA, INC. as Administrative Agent and UBS SECURITIES LLC as Syndication Agent and BEAR STEARNS...Credit Agreement • July 30th, 2003 • Alaris Medical Systems Inc • Surgical & medical instruments & apparatus • New York
CREDIT AGREEMENT, dated as of June 30, 2003, among ALARIS MEDICAL SYSTEMS, INC., the surviving corporation of the Merger described herein, a Delaware corporation (the “Borrower”), the Lenders (as defined below), the Issuers (as defined below) and CITICORP NORTH AMERICA, INC. (“Citicorp”), as agent for the Lenders and the Issuers (in such capacity, and as agent for the Secured Parties (as defined below) under the Collateral Documents, the “Administrative Agent”), UBS SECURITIES LLC, as syndication agent for the Lenders and the Issuers (in such capacity, the “Syndication Agent”), and BEAR STEARNS CORPORATE LENDING INC. and CIBC WORLD MARKETS CORP., as co-documentation agents for the Lenders and the Issuers (in such capacity, each a “Co-Documentation Agent” and collectively, the “Co-Documentation Agents”).
GUARANTYGuaranty • July 30th, 2003 • Alaris Medical Systems Inc • Surgical & medical instruments & apparatus • New York
GUARANTY, dated as of June 30, 2003, by ALARIS RELEASE CORPORATION, ALARIS CONSENT CORPORATION, RIVER MEDICAL, INC., IVAC OVERSEAS HOLDINGS, INC. and each other entity listed on the signature pages hereof or that becomes a party hereto pursuant to Section 24 (Additional Guarantors) hereof (each a “Guarantor” and, collectively, the “Guarantors”), in favor of the Administrative Agent, each Lender, each Issuer and each other holder of an Obligation (as each such term is defined in the Credit Agreement referred to below) (each, a “Guarantied Party” and, collectively, the “Guarantied Parties”).
PLEDGE AND SECURITY AGREEMENT Dated as of June 30, 2003 among ALARIS MEDICAL SYSTEMS, INC. as a Grantor and Each Other Grantor From Time to Time Party Hereto and CITICORP NORTH AMERICA, INC. as Administrative Agent WEIL, GOTSHAL & MANGES LLP 767 FIFTH...Pledge and Security Agreement • July 30th, 2003 • Alaris Medical Systems Inc • Surgical & medical instruments & apparatus • New York
PLEDGE AND SECURITY AGREEMENT, dated as of June 30, 2003, by ALARIS MEDICAL SYSTEMS, INC. (the “Borrower”) and each of the other entities listed on the signature pages hereof or that becomes a party hereto pursuant to Section 7.10 (Additional Grantors) (each a “Grantor” and, collectively, the “Grantors”), in favor of CITICORP NORTH AMERICA, INC. (“Citicorp”), as agent for the Secured Parties (as defined in the Credit Agreement referred to below) (in such capacity, the “Administrative Agent”).
