EXHIBIT 10.7 SHAREHOLDERS AGREEMENTShareholders Agreement • June 5th, 1998 • Hudson Respiratory Care Inc • California
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...Hudson Respiratory Care Inc • June 5th, 1998 • New York
BETWEENMerger Agreement • June 5th, 1998 • Hudson Respiratory Care Inc • California
amongCredit Agreement • June 5th, 1998 • Hudson Respiratory Care Inc • New York
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
R E C I T A L S: - - - - - - - -Employment Agreement • June 5th, 1998 • Hudson Respiratory Care Inc • California
INDENTUREHudson Respiratory Care Inc • June 5th, 1998 • New York
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...Subrogation and Contribution Agreement • June 5th, 1998 • Hudson Respiratory Care Inc • New York
------------------------------------------------------ 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 • June 5th, 1998 • Hudson Respiratory Care Inc
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
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...Hudson Respiratory Care Inc • June 5th, 1998
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
ARTICLE 2Exchange Indenture • 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
