River Holding Corp Sample Contracts

River Holding Corp – UNSECURED SENIOR PROMISSORY NOTE DUE 2008 (November 14th, 2003)

Exhibit 10.39 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS. $____________ Temecula,California ___________, 2003 UNSECURED SENIOR PROMISSORY NOTE DUE 2008 Hudson Respiratory Care Inc., a California corporation (the "Maker"), for value received, promises to pay to_________________________ (the "Holder") the principal sum of ______________________ ($__________) on March 31, 2008 (the "Maturity Date") as provided herein. The Maker also promises to pay interest from the date of this Note until payment in full on the unpaid principal balance as set forth in Section

River Holding Corp – INTERCOMPANY SUBORDINATION AGREEMENT (November 14th, 2003)

Exhibit 10.17 INTERCOMPANY SUBORDINATION AGREEMENT THIS INTERCOMPANY SUBORDINATION AGREEMENT (this "Agreement"), dated as of October 7, 2003, is made among WELLS FARGO FOOTHILL, INC., a California corporation ("Agent"), and the Debtors (as defined below), with reference to the following: WHEREAS, Hudson Respiratory Care Inc., a California corporation (the "Borrower"), the lenders signatory thereto from time to time (individually and collectively, being referred to as "Lenders"; together with Agent, individually and collectively, the "Lender Group"), and Agent have entered into that certain Loan and Security Agreement, dated as of even date herewith (as amended, restated, modified, supplemented, refinanced, renewed, or extended from time to time, the "Loan Agreement"), pursuant to which the Lender Group has agreed to make certain financial accommodations to Borrower; WHEREAS, ea

River Holding Corp – INTERCOMPANY SUBORDINATION AGREEMENT (November 14th, 2003)

Exhibit 10.36 INTERCOMPANY SUBORDINATION AGREEMENT THIS INTERCOMPANY SUBORDINATION AGREEMENT (this "Agreement"), dated as of October 7, 2003, is made among MW POST ADVISORY GROUP, LLC, a Delaware limited liability company ("Agent"), and the Debtors (as defined below), with reference to the following: WHEREAS, Hudson Respiratory Care Inc., a California corporation (the "Borrower"), the lenders signatory thereto from time to time (individually and collectively, being referred to as "Lenders"; together with Agent, individually and collectively, the "Lender Group"), and Agent have entered into that certain Loan and Security Agreement, dated as of even date herewith (as amended, restated, modified, supplemented, refinanced, renewed, or extended from time to time, the "Loan Agreement"), pursuant to which the Lender Group has agreed to make certain financial accommodations to Borr

River Holding Corp – AGREEMENT TO AMEND NOTES (November 14th, 2003)

Exhibit 10.40 AGREEMENT TO AMEND NOTES This Agreement to Amend Notes (the "Agreement") is entered into as of September __, 2003 by and among Hudson Respiratory Care Inc., a California corporation (the "Company"), and a majority of the holders of the outstanding principal amount of those certain Unsecured Senior Promissory Notes due 2004 that are signatories hereto (the "Holders"). All capitalized terms used in this Agreement not otherwise defined herein shall have the same meanings given to such terms in the Notes. R E C I T A L S - - - - - - - - WHEREAS, the Company has previously issued a series of Unsecured Senior Promissory Notes due 2004 in an aggregate principal amount of $12,000,000 to the holders set forth on Schedule A hereto (the "Notes"); WHEREAS, pursuant to Section 7 of the Notes, the Holders

River Holding Corp – TRADEMARK SECURITY AGREEMENT (November 14th, 2003)

Exhibit 10.34 TRADEMARK SECURITY AGREEMENT ---------------------------- This TRADEMARK SECURITY AGREEMENT (this "Agreement"), dated as of October 7, 2003, is executed and delivered by and between HUDSON RESPIRATORY CARE INC., a California corporation ("Debtor"), and MW POST ADVISORY GROUP, LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, together with its successors and assigns, if any, in such capacity, "Agent"), with reference to the following: WHEREAS, Debtor, the Lenders (such Lenders, together with Agent, individually and collectively, the "Lender Group"), and Agent have entered into that certain Loan and Security Agreement, dated as of even date herewith (as amended, restated, modified, supplemented, refinanced, renewed, or extended from time to time, the "Loan Agreement"), pursuant to

River Holding Corp – AGREEMENT TO AMEND NOTES (November 14th, 2003)

Exhibit 10.43 AGREEMENT TO AMEND NOTES This Agreement to Amend Notes (the "Agreement") is entered into as of September __, 2003 by and among Hudson Respiratory Care Inc., a California corporation (the "Company"), HRC Holding Inc., a Delaware corporation and wholly-owned subsidiary of the Company ("HRC") and FS Equity Partners IV, L.P., a Delaware limited partnership ("FSEP IV") to amend that certain Senior Subordinated Convertible Promissory Note set forth on Schedule A hereto made by the Company in favor of FSEP IV and those certain Promissory Notes set forth on Schedule A hereto made by HRC in favor of FSEP IV. R E C I T A L S - - - - - - - - WHEREAS, the Company has previously issued to FSEP IV a Senior Subordinated Convertible Promissory Note in a principal amount of $5,000,000 (the "Hudson Note") and HRC ha

River Holding Corp – LOAN AND SECURITY AGREEMENT (November 14th, 2003)

Exhibit 10.1 ================================================================================ LOAN AND SECURITY AGREEMENT by and among HUDSON RESPIRATORY CARE INC. as Borrower, THE LENDERS THAT ARE SIGNATORIES HERETO as the Lenders, and WELLS FARGO FOOTHILL, INC. as the Arranger and Administrative Agent Dated as of October 7, 2003 ================================================================================ TABLE OF CONTENTS 1. DEFINITIONS AND CONSTRUCTION..............................................1 1.1 Definitions........................................................1

River Holding Corp – SECURITY AGREEMENT (November 14th, 2003)

EXHIBIT 10.26 SECURITY AGREEMENT (GUARANTORS) This SECURITY AGREEMENT (this "Agreement"), is entered into as of October 7, 2003, is executed and delivered by and among each of the undersigned Affiliates of HUDSON RESPIRATORY CARE INC., a California corporation ("Borrower") (each such Affiliate individually a "Guarantor", and individually and collectively, jointly and severally, the "Guarantors") and MW POST ADVISORY GROUP, LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, together with its successors and assigns, if any, in such capacity, "Agent"), in light of the following: WHEREAS, Borrower, the Lenders (such Lenders, together with Agent, individually and collectively, jointly and severally, the "Lender Group"), and Agent are entering into that certain Loan and Security Agreemen

River Holding Corp – PATENT SECURITY AGREEMENT (November 14th, 2003)

Exhibit 10.33 PATENT SECURITY AGREEMENT ------------------------- This PATENT SECURITY AGREEMENT (this "Agreement"), dated as of October 7, 2003, is executed and delivered by and between HUDSON RESPIRATORY CARE INC., a California corporation ("Debtor"), and MW POST ADVISORY GROUP, LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, together with its successors and assigns, if any, in such capacity, "Agent"), with reference to the following: WHEREAS, Debtor, the Lenders (such Lenders, together with Agent, individually and collectively, the "Lender Group"), and Agent have entered into that certain Loan and Security Agreement, dated as of even date herewith (as amended, restated, modified, supplemented, refinanced, renewed, or extended from time to time, the "Loan Agreement"), pursuant to which

River Holding Corp – AGREEMENT TO AMEND NOTES (November 14th, 2003)

Exhibit 10.41 AGREEMENT TO AMEND NOTES This Agreement to Amend Notes (the "Agreement") is entered into as of September __, 2003 by and among HRC Holding Inc., a Delaware corporation (the "Company"), and a majority of the holders of the outstanding principal amount of those certain Unsecured Senior Promissory Notes due 2004 that are signatories hereto (the "Holders"). All capitalized terms used in this Agreement not otherwise defined herein shall have the same meanings given to such terms in the Notes. R E C I T A L S - - - - - - - - WHEREAS, the Company has previously issued a series of Unsecured Senior Promissory Notes due 2004 in an aggregate principal amount of $10,100,000 to the holders set forth on Schedule A hereto (the "Notes"); WHEREAS, pursuant to Section 7 of the Notes, the Holders of a majority

River Holding Corp – AND SECURITY AGREEMENT (November 14th, 2003)

Exihibit 10.38 PREPARED BY, RECORDING REQUESTED BY, AND WHEN RECORDED MAIL TO: Sheppard, Mullin, Richter & Hampton LLP 333 South Hope Street, 48/th/ Floor Los Angeles, California 90071 Attention: William M. Scott IV, Esq. DEED OF TRUST, FINANCING STATEMENT, FIXTURE FILING, ASSIGNMENT OF RENTS AND LEASES AND SECURITY AGREEMENT by and from HUDSON RESPIRATORY CARE INC., "Grantor" to CHICAGO TITLE COMPANY, "Trustee" for the benefit of MW POST ADVISORY GROUP, LLC, "Beneficiary" Dated as of October 7, 2003 Municipality: Temecula County: Riverside State:

River Holding Corp – LOAN AND SECURITY AGREEMENT (November 14th, 2003)

Exhibit 10.23 ================================================================================ LOAN AND SECURITY AGREEMENT among HUDSON RESPIRATORY CARE INC. as Borrower, the Lenders Referred to herein and MW POST ADVISORY GROUP, LLC as Administrative Agent Dated as of October 7, 2003 ================================================================================ TABLE OF CONTENTS 1. DEFINITIONS AND CONSTRUCTION............................................. 1 1.1 Definitions........................................................ 1 1.2 Accounting Terms.................................

River Holding Corp – GENERAL CONTINUING GUARANTY (November 14th, 2003)

Exhibit 10.13 GENERAL CONTINUING GUARANTY --------------------------- This GENERAL CONTINUING GUARANTY (this "Guaranty"), dated as of October 7, 2003, is executed and delivered by and among each of the undersigned Affiliates of HUDSON RESPIRATORY CARE INC., a California corporation ("Borrower") (each such Affiliate individually a "Guarantor", and individually and collectively, jointly and severally, the "Guarantors"), and WELLS FARGO FOOTHILL, INC., a California corporation, as the arranger and administrative agent for the Lenders (in such capacity, together with its successors and assigns, if any, in such capacity, "Agent"), in light of the following: WHEREAS, Borrower and the Lender Group are, contemporaneously herewith, entering into the Loan Agreement; WHEREAS, in order to induce the Lender Group to extend financial accommodati

River Holding Corp – STOCK PLEDGE AGREEMENT (November 14th, 2003)

Exhibit 10.24 STOCK PLEDGE AGREEMENT ---------------------- (HOLDING) ------- This STOCK PLEDGE AGREEMENT (this "Agreement"), dated as of October 7, 2003, is entered into by and between RIVER HOLDING CORP., a California corporation ("Pledgor"), and MW POST ADVISORY GROUP, LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, together with its successors, if any, in such capacity, "Agent"), with reference to the following: WHEREAS, Hudson Respiratory Care Inc., a California corporation (the "Borrower"), the Lenders (such Lenders, together with Agent, individually and collectively, the "Lender Group"), and Agent have entered into that certain Loan and Security Agreement, dated as of even date herewith (as amended, restate

River Holding Corp – STOCK PLEDGE AGREEMENT (November 14th, 2003)

Exhibit 10.2 STOCK PLEDGE AGREEMENT ---------------------- (HOLDING) --------- This STOCK PLEDGE AGREEMENT (this "Agreement"), dated as of October 7, 2003, is entered into by and between RIVER HOLDING CORP., a California corporation ("Pledgor"), and WELLS FARGO FOOTHILL, INC., a California corporation, as the arranger and administrative agent for the Lenders (in such capacity, together with its successors, if any, in such capacity, "Agent"), with reference to the following: WHEREAS, Hudson Respiratory Care Inc., a California corporation (the "Borrower"), the Lenders (such Lenders, together with Agent, individually and collectively, the "Lender Group"), and Agent have entered into that certain Loan and Security Agreement, dated as of even date herewith (as amended, re

River Holding Corp – TRADEMARK SECURITY AGREEMENT (November 14th, 2003)

Exhibit 10.6 TRADEMARK SECURITY AGREEMENT ---------------------------- This TRADEMARK SECURITY AGREEMENT (this "Agreement"), dated as of October 7, 2003, is executed and delivered by and between HUDSON RESPIRATORY CARE INC., a California corporation ("Debtor"), and WELLS FARGO FOOTHILL, INC., a California corporation, as arranger and administrative agent for the Lenders (in such capacity, together with its successors and assigns, if any, in such capacity, "Agent"), with reference to the following: WHEREAS, Debtor, the Lenders (such Lenders, together with Agent, individually and collectively, the "Lender Group"), and Agent have entered into that certain Loan and Security Agreement, dated as of even date herewith (as amended, restated, modified, supplemented, refinanced, renewed, or extended from time to time, the "Loan Agreement"), pursuant to

River Holding Corp – SUBORDINATION AGREEMENT (November 14th, 2003)

Exhibit 10.37 SUBORDINATION AGREEMENT ----------------------- This SUBORDINATION AGREEMENT, dated as of October 7, 2003 (the "Agreement"), is made by and among Hudson Respiratory Care Inc. (the "Borrower"), FS Equity Partners IV, L.P., a Delaware limited partnership, and the additional parties signatory hereto (collectively, the "Subordinated Creditors"), and MW Post Advisory Group, LLC, as the administrative agent (in such capacity, the "Agent") for the lenders (collectively, the "Lenders") from time to time party to the Loan Agreement (as defined below). RECITALS A. The Borrower has entered into that certain Loan and Security Agreement (as amended, restated, supplemented, or modified from time to time, the "Loan Agreement") dated as of October 7, 2003, among the Borrower, the Lenders and the Agent, whereby t

River Holding Corp – GENERAL CONTINUING GUARANTY (November 14th, 2003)

Exhibit 10.35 GENERAL CONTINUING GUARANTY --------------------------- This GENERAL CONTINUING GUARANTY (this "Guaranty"), dated as of October 7, 2003, is executed and delivered by and among each of the undersigned Affiliates of HUDSON RESPIRATORY CARE INC., a California corporation ("Borrower") (each such Affiliate individually a "Guarantor", and individually and collectively, jointly and severally, the "Guarantors"), and MW POST ADVISORY GROUP, LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, together with its successors and assigns, if any, in such capacity, "Agent"), in light of the following: WHEREAS, Borrower and the Lender Group are, contemporaneously herewith, entering into the Loan Agreement; WHEREAS, in order to induce the Lender Group to extend financial accommodations

River Holding Corp – AND SECURITY AGREEMENT (November 14th, 2003)

Exhibit 10.22 PREPARED BY, RECORDING REQUESTED BY, AND WHEN RECORDED MAIL TO: Paul, Hastings, Janofsky & Walker LLP 3579 Valley Centre Drive San Diego, California 92130 Attention: Scott G. Sand, Esq. DEED OF TRUST, FINANCING STATEMENT, FIXTURE FILING, ASSIGNMENT OF RENTS AND LEASES AND SECURITY AGREEMENT by and from HUDSON RESPIRATORY CARE INC., "Grantor" to CHICAGO TITLE COMPANY, "Trustee" for the benefit of WELLS FARGO FOOTHILL, INC., "Beneficiary" Dated as of October __, 2003 Municipality: Temecula County: Riverside State: California

River Holding Corp – STOCK PLEDGE AGREEMENT (November 14th, 2003)

Exhibit 10.25 STOCK PLEDGE AGREEMENT ---------------------- (BORROWER) ---------- This STOCK PLEDGE AGREEMENT (this "Agreement"), dated as of October 7, 2003, is entered into by and among HUDSON RESPIRATORY CARE INC., a California corporation ("Borrower"), IH Holding LLC, a Delaware limited liability company ("Guarantor", together with the Borrower, collectively the "Pledgor"), and MW POST ADVISORY GROUP, LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, together with its successors, if any, in such capacity, "Agent"), with reference to the following: WHEREAS, Borrower, the Lenders (such Lenders, together with Agent, individually and collectively, the "Lender Group"), and Agent have entered into that certain Loan and S

River Holding Corp – AGREEMENT TO AMEND NOTES (November 14th, 2003)

Exhibit 10.42 AGREEMENT TO AMEND NOTES This Agreement to Amend Notes (the "Agreement") is entered into as of September __, 2003 by and among Hudson Respiratory Care Inc., a California corporation (the "Company"), and a majority of the holders of the outstanding principal amount of those certain Senior Subordinated Convertible Promissory Notes due 2005 that are signatories hereto (the "Holders"). All capitalized terms used in this Agreement not otherwise defined herein shall have the same meanings given to such terms in the Notes. R E C I T A L S - - - - - - - - WHEREAS, the Company has previously issued a series of Senior Subordinated Convertible Promissory Notes due 2005 in an aggregate principal amount of $9,951,250 to the holders set forth on Schedule A hereto (the "Notes"); WHEREAS, pursuant to the ter

River Holding Corp – INTERCOMPANY SUBORDINATION AGREEMENT (November 14th, 2003)

Exhibit 10.16 INTERCOMPANY SUBORDINATION AGREEMENT THIS INTERCOMPANY SUBORDINATION AGREEMENT (this "Agreement"), dated as of October 7, 2003, is made among WELLS FARGO FOOTHILL, INC., a California corporation ("Agent"), and the Debtors (as defined below), with reference to the following: WHEREAS, Hudson Respiratory Care Inc., a California corporation (the "Borrower"), the lenders signatory thereto from time to time (individually and collectively, being referred to as "Lenders"; together with Agent, individually and collectively, the "Lender Group"), and Agent have entered into that certain Loan and Security Agreement, dated as of even date herewith (as amended, restated, modified, supplemented, refinanced, renewed, or extended from time to time, the "Loan Agreement"), pursuant to which the Lender Group has agreed to make certain financial accommodations to Borrower;

River Holding Corp – SECURITY AGREEMENT (November 14th, 2003)

Exhibit 10.4 SECURITY AGREEMENT (GUARANTORS) This SECURITY AGREEMENT (this "Agreement"), is entered into as of October 7, 2003, is executed and delivered by and among each of the undersigned Affiliates of HUDSON RESPIRATORY CARE INC., a California corporation ("Borrower") (each such Affiliate individually a "Guarantor", and individually and collectively, jointly and severally, the "Guarantors") and WELLS FARGO FOOTHILL, INC., a California corporation, as the arranger and administrative agent for the Lenders (in such capacity, together with its successors and assigns, if any, in such capacity, "Agent"), in light of the following: WHEREAS, Borrower, the Lenders (such Lenders, together with Agent, individually and collectively, jointly and severally, the "Lender Group"), and Agent are entering into that certain Loan and Security Agre

River Holding Corp – STOCK PLEDGE AGREEMENT (November 14th, 2003)

Exhibit 10.3 STOCK PLEDGE AGREEMENT ---------------------- This STOCK PLEDGE AGREEMENT (this "Agreement"), dated as of October 7, 2003, is entered into by and among HUDSON RESPIRATORY CARE INC., a California corporation ("Borrower"), IH HOLDING LLC, a Delaware limited liability company ("Guarantor", together with the Borrower, collectively the "Pledgor"), and WELLS FARGO FOOTHILL, INC., a California corporation, as the arranger and administrative agent for the Lenders (in such capacity, together with its successors, if any, in such capacity, "Agent"), with reference to the following: WHEREAS, Borrower, the Lenders (such Lenders, together with Agent, individually and collectively, the "Lender Group"), and Agent have entered into that certain Loan and Security Agreement, dated as of even date herewith (as amended, restated, modified, suppl

River Holding Corp – PATENT SECURITY AGREEMENT (November 14th, 2003)

Exhibit 10.5 PATENT SECURITY AGREEMENT ------------------------- This PATENT SECURITY AGREEMENT (this "Agreement"), dated as of October 7, 2003, is executed and delivered by and between HUDSON RESPIRATORY CARE INC., a California corporation ("Debtor"), and WELLS FARGO FOOTHILL, INC., a California corporation, as arranger and administrative agent for the Lenders (in such capacity, together with its successors and assigns, if any, in such capacity, "Agent"), with reference to the following: WHEREAS, Debtor, the Lenders (such Lenders, together with Agent, individually and collectively, the "Lender Group"), and Agent have entered into that certain Loan and Security Agreement, dated as of even date herewith (as amended, restated, modified, supplemented, refinanced, renewed, or extended from time to time, the "Loan Agreement"), pursuant to which

River Holding Corp – FIRST AMENDMENT TO PLEDGE AGREEMENT (August 14th, 2002)

EXHIBIT 10.22 FIRST AMENDMENT TO PLEDGE AGREEMENT This FIRST AMENDMENT TO PLEDGE AGREEMENT, dated as of February 25, 2002 (the "First Amendment") is delivered to amend that certain Pledge Agreement, dated as of April 7, 1998, (the "Pledge Agreement") among Hudson Respiratory Care Inc., a California corporation (the "Borrower"), River Holding Corp., a Delaware corporation ("Holding"), each Subsidiary Pledgor of the Borrower thereto and Bankers Trust Company, a New York banking corporation ("BTCo."), as collateral agent (in such capacity, the "Collateral Agent") for the Secured Parties. RECITALS WHEREAS, the Borrower, Holding, the Lenders ( as defined in Article I of the Credit Agreement, as defined below), Salomon Brothers Inc., as Arranger, Advisor and Syndication Agent, and BTCo., as swingline lender, and as issuing bank, and as administrative a

River Holding Corp – STOCK PURCHASE WARRANT (August 14th, 2002)

EXHIBIT 10.26 THE SECURITIES REPRESENTED BY THIS WARRANT HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THIS WARRANT AND RESTRICTING ITS TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS WARRANT TO THE SECRETARY OF THE COMPANY. Warrant No. 2002-1 May 15, 2002 Hudson Respiratory Care Inc. STOCK PURCHASE WARRANT This certifies that FS Equity Partners IV, L.P., a Delaware limited partnership, or assigns (the "Holder"), for value received, is entitled to purchas