CREDIT AGREEMENT AND GUARANTY

Guarantee Agreement

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Title: CREDIT AGREEMENT AND GUARANTY
Governing Law: New York Date: 12/22/2005

Exhibit 10

Exhibit 10.1

EXECUTION COPY

$375,000,000
CREDIT AGREEMENT AND GUARANTY

dated as of December 16, 2005

among

HOSPIRA, INC.,
as the Borrower and the Guarantor,

THE SUBSIDIARY BORROWERS
FROM TIME TO TIME PARTY HERETO,

THE BANKS AND FINANCIAL INSTITUTIONS LISTED HEREIN,
as Lenders,

CITIGROUP GLOBAL MARKETS INC.,
ABN AMRO INCORPORATED
and
MORGAN STANLEY SENIOR FUNDING, INC.,
as Joint Lead Bookunners and Joint Lead Arrangers,

ABN AMRO BANK N.V.
and
MORGAN STANLEY SENIOR FUNDING, INC.,
as Joint Syndication Agents,

and

BANK OF AMERICA, N.A.
and
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Co-Documentation Agents

CITICORP NORTH AMERICA, INC.,
as Administrative Agent

CREDIT AGREEMENT

TABLE OF CONTENTS

		Page

SECTION 1. DEFINITIONS		1

1.1	Certain Defined Terms	1
1.2	Accounting Terms; Utilization of GAAP for Purposes of Calculations Under Agreement	22
1.3	Other Definitional Provisions and Rules of Construction	23

SECTION 2. AMOUNT AND TERMS OF COMMITMENTS AND LOANS		23

2.1	Commitment; Making of Loans; Letters of Credit	23
2.2	Issuance of Letters of Credit and Purchase of Participations Therein	25
2.3	Pro Rata Shares; Availability of Funds; UCP	28
2.4	The Register; Evidence of Debt; Notes	29
2.5	Interest on the Loans	30
2.6	Fees	34
2.7	Provisions Regarding Payments	35
2.8	Increased Costs; Taxes	38
2.9	Special Provisions Governing LIBOR Rate Loans	42
2.10	Matters Relating to Currency Exchange Rates and Conversion of Amounts to Alternative Currencies	43
2.11	Defaulting Lenders	44
2.12	Removal or Replacement of a Lender	45
2.13	Mitigation	45
2.14	Increase in the Aggregate Commitments	46
2.15	Extension of Maturity Date	47

SECTION 3. CONDITIONS PRECEDENT		49

3.1	Conditions to Effectiveness	49
3.2	Conditions Precedent to each Credit Extension	51
3.3	Conditions Precedent to each Commitment Increase and Extension Date	52

SECTION 4. REPRESENTATIONS AND WARRANTIES		52

4.1	Organization, Powers, Qualification, Good Standing, Business and Subsidiaries	52
4.2	Authorization of Borrowing, etc.	53
4.3	Disclosure	53
4.4	Financial Condition	54
4.5	No Material Adverse Change	54
4.6	Intellectual Property Matters	54
4.7	No Litigation; Compliance with Laws	55
4.8	No Default	55

4.9	Governmental Regulation	55
4.10	Securities Activities	55
4.11	Employee Benefit Plans	56
4.12	Environmental Protection	56
4.13	Pari Passu	57
4.14	Restrictions	57

SECTION 5. AFFIRMATIVE COVENANTS		57

5.1	Financial Statements and Other Reports	57
5.2	Books and Records	60
5.3	Existence	60
5.4	Insurance	60
5.5	Payment of Taxes and Claims	60
5.6	Payment and Performance of Obligations	61
5.7	Maintenance of Properties	61
5.8	Compliance with Laws	61
5.9	Use of Proceeds	61
5.10	Claims Pari Passu	61
5.11	Further Assurances	62

SECTION 6. NEGATIVE COVENANTS		62

6.1	Liens	62
6.2	Indebtedness	64
6.3	Acquisitions	65
6.4	Restrictions on Subsidiary Distributions	65
6.5	Restricted Payments	66
6.6	Restriction on Fundamental Changes and Asset Sales	66
6.7	Conduct of Business	66
6.8	Fiscal Year	66
6.9	Other Indebtedness	66
6.10	Transactions with Shareholders and Affiliates	67
6.11	Financial Covenants	67
6.12	Interest Rate Agreements and Currency Agreements	68

SECTION 7. GUARANTY		68

7.1	Guaranty of the Obligations	68
7.2	Payment by the Borrower	68
7.3	Liability of Guarantor Absolute	68
7.4	Waivers by Guarantor	70
7.5	Guarantor’s Rights of Subrogation, Contribution, etc	71
7.6	Subordination of Other Obligations	72
7.7	Continuing Guaranty	72
7.8	Authority of Credit Parties	72
7.9	Financial Condition of Credit Parties	72

7.10	Bankruptcy, etc.	72

SECTION 8. EVENTS OF DEFAULT		73

8.1	Failure to Make Payments When Due	73
8.2	Default in Other Agreements	73
8.3	Breach of Certain Covenants	74
8.4	Breach of Representation or Warranty	74
8.5	Other Defaults Under Loan Documents	74
8.6	Involuntary Bankruptcy; Appointment of Receiver, etc.	74
8.7	Voluntary Bankruptcy; Appointment of Receiver, etc.	75
8.8	Judgments and Attachments	75
8.9	Dissolution	75
8.10	Employee Benefit Plans	75
8.11	Change in Control	75
8.12	Repudiation of Obligations	75

SECTION 9. MISCELLANEOUS		76

9.1	Assignments and Participations in Loans and Letters of Credit	76
9.2	Expenses	78
9.3	Indemnity	79
9.4	Exception for Subsidiary Borrowers	80
9.5	Set-Off	80
9.6	Amendments and Waivers	81
9.7	Independence of Covenants	81
9.8	Notices	81
9.9	Survival of Representations, Warranties and Agreements	83
9.10	Failure or Indulgence Not Waiver; Remedies Cumulative	83
9.11	Marshalling; Payments Set Aside	84
9.12	Severability	84
9.13	Headings	84
9.14	Applicable Law	84
9.15	Successors and Assigns	84
9.16	Consent to Jurisdiction and Service of Process	85
9.17	Waiver of Jury Trial	85
9.18	Confidentiality	86
9.19	Ratable Sharing	87
9.20	Counterparts; Effectiveness	87
9.21	Obligations Several; Independent Nature of Lenders’ Rights	87
9.22	Usury Savings Clause	88
9.23	Judgment Currency	88
9.24	Termination of Existing Credit Agreement	89

SECTION 10. AGENTS		89

10.1	Appointment	89

iii

10.2	Powers and Duties; General Immunity	89
10.3	Representations and Warranties; No Responsibility For Appraisal of Creditworthiness	91
10.4	Right to Indemnity	91
10.5	Successor Administrative Agent	92
10.6	Agents Under Guaranty	92
10.7	Acknowledgment of Potential Related Transactions	92

SECTION 11. SUBSIDIARY BORROWERS		92

11.1	Joinder of Subsidiary Borrowers	92
11.2	Termination of Status as Subsidiary Borrower	94