THE MERGER 1 1.1. The Merger 1 1.2. Effective Time of the Merger 1 1.3. The Closing 2 1.4. Articles of Incorporation 2 1.5. Bylaws 2 1.6. Directors and Officers 2Agreement and Plan of Merger • July 30th, 1998 • Alaris Medical Systems Inc • Surgical & medical instruments & apparatus • New York
AMENDMENT NO. 2 TO CREDIT AGREEMENT AMENDMENT NO. 2 (this "Amendment"), dated as of August 12, 1997, among ALARIS MEDICAL, INC. (formerly named Advanced Medical, Inc.), a Delaware corporation ("Alaris Medical"), ALARIS MEDICAL SYSTEMS, INC. (formerly...Credit Agreement • August 19th, 1997 • Alaris Medical Systems Inc • Surgical & medical instruments & apparatus • New York
SERIES A AND SERIES B $170,000,000 11 5/8% SENIOR SECURED NOTES DUE 2006Indenture • November 20th, 2001 • Alaris Medical Systems Inc • Surgical & medical instruments & apparatus • New York
October 11, 2001 New York, New York UBS WARBURG LLC BEAR, STEARNS & CO. INC. c/o UBS Warburg LLC 299 Park Avenue New York, New York 10171 Ladies and Gentlemen: ALARIS Medical Systems, Inc., a Delaware corporation (the "ISSUER"), agrees with you as...Alaris Medical Systems Inc • November 20th, 2001 • Surgical & medical instruments & apparatus
and UBS WARBURG LLC and BEAR, STEARNS & CO. INC., as Initial Purchasers 11-5/8% Senior Secured Notes due 2006Registration Rights Agreement • November 20th, 2001 • Alaris Medical Systems Inc • Surgical & medical instruments & apparatus • New York
AMENDMENT NO. 7 AND CONSENT Amendment No. 7 and Consent (this "Consent"), dated as of August 28, 2000, among ALARIS MEDICAL, INC. a Delaware corporation ("Holdings"), ALARIS MEDICAL SYSTEMS, INC., a Delaware corporation (the "Borrower"), the financial...Alaris Medical Systems Inc • December 4th, 2000 • Surgical & medical instruments & apparatus
Exhibit 10.1 AMENDMENT NO. 3 AND CONSENT TO CREDIT AGREEMENT AMENDMENT NO. 3 AND CONSENT (this "Amendment"), dated as of March 4, 1998, among ALARIS MEDICAL, INC. (formerly named Advanced Medical, Inc.), a Delaware corporation ("ALARIS Medical"),...Credit Agreement • May 15th, 1998 • Alaris Medical Systems Inc • Surgical & medical instruments & apparatus • New York
Exhibit 99.6 EXCHANGE AGENCY AGREEMENTExchange Agency Agreement • December 3rd, 2001 • Alaris Medical Systems Inc • Surgical & medical instruments & apparatus • New York
RECITALSResignation and Consulting Agreement • November 15th, 1999 • Alaris Medical Systems Inc • Surgical & medical instruments & apparatus • California
EXHIBIT 10.4 [ALARIS LOGO] Option No. ISO-"Number" ALARIS MEDICAL, INC. NON- QUALIFIED STOCK OPTION AGREEMENT Optionee: David L. Schlotterbeck Exercise Price Per Share: Average of the daily closing prices for ALARIS Medical, Inc. stock from January 2...Stock Option Agreement • November 20th, 2001 • Alaris Medical Systems Inc • Surgical & medical instruments & apparatus • Delaware
EXHIBIT 10.1(a) AGREEMENT) Agreement • August 14th, 1998 • Alaris Medical Systems Inc • Surgical & medical instruments & apparatus
EXHIBIT 10.18 CHANGE IN CONTROL AGREEMENT ALARIS MEDICAL, INC. 10221 Wateridge Circle San Diego, CA 92121 Dated: April 20, 2000 Dear Hazel M. Aker: ALARIS Medical, Inc. (the "Corporation") considers it essential to the best interests of its...Control Agreement • August 10th, 2000 • Alaris Medical Systems Inc • Surgical & medical instruments & apparatus • California
ARTICLE 1Patent Assignment Agreement • August 14th, 1998 • Alaris Medical Systems Inc • Surgical & medical instruments & apparatus • California
ALARIS LOGO] EXHIBIT 10.5 Option No. ISO-"Number" ALARIS MEDICAL, INC. NON- QUALIFIED STOCK OPTION AGREEMENT Optionee: William C. Bopp Exercise Price Per Share: Average of the daily closing prices for ALARIS Medical, Inc. stock from January 2 to...Alaris Logo • November 20th, 2001 • Alaris Medical Systems Inc • Surgical & medical instruments & apparatus • Delaware
EXHIBIT 10.1(b) ALARIS Medical Systems, Inc. hereby agrees to furnish to the Securities and Exchange Commission, upon its request, the schedules and exhibits to the Agreement dated May 7, 1998 among ALARIS Medical Systems, Inc. and Caesarea Medical...Alaris Medical Systems Inc • August 14th, 1998 • Surgical & medical instruments & apparatus
ALARIS Medical Systems, Inc. hereby agrees to furnish to the Securities and Exchange Commission, upon its request, the schedules and exhibits to the Agreement dated May 7, 1998 among ALARIS Medical Systems, Inc. and Caesarea Medical Electronics Limited filed as Exhibit 10.1(a) to ALARIS Medical Systems, Inc.'s Form 10-Q dated August 11, 1998.
ALARIS Medical Systems, Inc. hereby agrees to furnish to the Securities and Exchange Commission, upon its request, the schedules and exhibits to the Agreement and Plan of Merger dated June 24, 1998 by and among ALARIS Medical, Inc., ALARIS Medical...Alaris Medical Systems Inc • July 30th, 1998 • Surgical & medical instruments & apparatus
EXHIBIT 2.1(b) ALARIS Medical Systems, Inc. hereby agrees to furnish to the Securities and Exchange Commission, upon its request, the exhibits to the Agreement to Purchase Selected Assets dated May 18, 1998 by and among ALARIS Medical Systems, Inc.,...Alaris Medical Systems Inc • August 14th, 1998 • Surgical & medical instruments & apparatus
ALARIS Medical Systems, Inc. hereby agrees to furnish to the Securities and Exchange Commission, upon its request, the exhibits to the Agreement to Purchase Selected Assets dated May 18, 1998 by and among ALARIS Medical Systems, Inc., Invacare Corporation and Patient Solutions, Inc. filed as Exhibit 2.1(a) to ALARIS Medical Systems, Inc.'s Form 10-Q dated August 11, 1998.
