INDENTUREIndenture • June 5th, 1998 • Hudson Respiratory Care Inc • New York
New York, New York April 2, 1998 Salomon Smith Barney Salomon Brothers Inc BT Alex. Brown Incorporated c/o Salomon Brothers Inc Seven World Trade Center New York, New York 10048 Ladies and Gentlemen: Hudson Respiratory Care Inc., a California...Purchase Agreement • June 5th, 1998 • Hudson Respiratory Care Inc • New York
EXHIBIT 10.7 SHAREHOLDERS AGREEMENTShareholders Agreement • June 5th, 1998 • Hudson Respiratory Care Inc • California
amongCredit Agreement • June 5th, 1998 • Hudson Respiratory Care Inc • New York
BETWEENMerger Agreement • June 5th, 1998 • Hudson Respiratory Care Inc • California
HUDSON RESPIRATORY CARE INC. $115,000,000 9 1/8% Senior Subordinated Notes due 2008Registration Agreement • June 5th, 1998 • Hudson Respiratory Care Inc • New York
EXHIBIT 10.8 STOCK SUBSCRIPTION AGREEMENT THIS STOCK SUBSCRIPTION AGREEMENT (the "Subscription Agreement") is made as of this 7th day of April 1998 by and among: RIVER ACQUISITION CORP., a corporation organized and existing under the laws of the State...Stock Subscription Agreement • June 5th, 1998 • Hudson Respiratory Care Inc • California
EXHIBIT 10.6 INDEMNITY, SUBROGATION and CONTRIBUTION AGREEMENT dated as of April 7, 1998, among HUDSON RESPIRATORY INC., a California corporation (the "Borrower"), RIVER HOLDING CORP., a Delaware Corporation ("Holding"), each Subsidiary of the...Indemnification & Liability • June 5th, 1998 • Hudson Respiratory Care Inc • New York
R E C I T A L S: - - - - - - - -Employment Agreement • June 5th, 1998 • Hudson Respiratory Care Inc • California
------------------------------------------------------ SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS (SEE INSTRUCTIONS 4, 5 AND 6) (SEE EXCHANGE INSTRUCTIONS 4, 5 AND 6) To be completed ONLY if certificates for Notes in a To be completed...Letter of Transmittal • June 5th, 1998 • Hudson Respiratory Care Inc
R E C I T A L S: - - - - - - - -Employment Agreement • June 5th, 1998 • Hudson Respiratory Care Inc • California
EXHIBIT 10.2 SECURITY AGREEMENT dated as of April 7, 1998, among HUDSON RESPIRATORY CARE INC., a California corporation (the "Borrower"), each subsidiary of the Borrower listed on Schedule I hereto (each such subsidiary individually a "Subsidiary...Security Agreement • June 5th, 1998 • Hudson Respiratory Care Inc • New York
ARTICLE 2Exchange Indenture • June 5th, 1998 • Hudson Respiratory Care Inc • New York
EXHIBIT 10.3 PLEDGE AGREEMENT dated as of April 7, 1998, among HUDSON RESPIRATORY CARE INC., a California corporation (the "Borrower"), RIVER HOLDING CORP., a Delaware corporation ("Holding"), each Subsidiary of the Borrower listed on Schedule I...Pledge Agreement • June 5th, 1998 • Hudson Respiratory Care Inc • New York
EXHIBIT 10.5 HOLDING GUARANTEE AGREEMENT dated as of April 7, 1998, between RIVER HOLDING CORP., a Delaware corporation (the "Guarantor") and BANKERS TRUST COMPANY, a New York banking corporation, as collateral agent (the "Collateral Agent") for the...Holding Guarantee Agreement • June 5th, 1998 • Hudson Respiratory Care Inc • New York
EXHIBIT 10.4 Recording Requested by: Bankers Trust Company, as Agent When Recorded Return to: Robert Harvey, Esq. Cravath, Swaine & Moore 825 Eighth Avenue New York, NY 10019 DEED OF TRUST, SECURITY AGREEMENT, FIXTURE FILING AND ASSIGNMENT OF LEASES...Deed of Trust, Security Agreement, Fixture Filing and Assignment of Leases and Rents • June 5th, 1998 • Hudson Respiratory Care Inc
