Acelity L.P. Inc. Sample Contracts

Acelity L.P. Inc. – News Release (September 13th, 2016)

SAN ANTONIO, Sept. 12, 2016 - Acelity L.P. Inc. (“Acelity”), a global advanced wound care and regenerative medicine company, announced today that Tom Casey, Executive Vice President and Chief Financial Officer for Acelity, has resigned from his role at Acelity effective September 16 in order to accept another employment opportunity. Todd Wyatt, Vice President, Global Corporate Finance, will serve as interim CFO while Acelity conducts the formal process of identifying Casey’s successor. Wyatt and Casey will complete a seamless transition during the next 30 days.

Acelity L.P. Inc. – News Release (September 9th, 2016)

SAN ANTONIO, TEXAS, September 6, 2016 - Acelity L.P. Inc. (“Acelity”), a global advanced wound care and regenerative medicine company, announced today that its wholly-owned subsidiaries, Kinetic Concepts, Inc. (“KCI”) and KCI USA, Inc. (together with KCI, the “Issuers”), have commenced a private offer to Eligible Holders (as defined below) to exchange (the “Exchange Offer”) a portion of their 12.5% Senior Notes due 2019 (the “Existing Unsecured Notes”) for up to $450.0 million aggregate principal amount of their new 12.5% Limited Third Lien Senior Secured Notes due 2021 (the “New Notes”). The Issuers are also soliciting (the “Consent Solicitation”) consents (the “Consents”), for no consideration, from holders of Existing Unsecured Notes to certain proposed amendments (the “Proposed Amendments”) to the indenture governing the Existing Unsecured Notes (the “Existing Unsecured Notes Indenture”). Holders of Existing Unsecured Notes may not tender Existing Unsecured Notes without delivering

Acelity L.P. Inc. – News Release (September 9th, 2016)

SAN ANTONIO, TEXAS, September 6, 2016 - Acelity L.P. Inc. (“Acelity”), a global advanced wound care and regenerative medicine company, announced today that its wholly-owned subsidiaries, Kinetic Concepts, Inc. (“KCI”) and KCI USA, Inc. (together with KCI, the “Issuers”), intend, subject to market and other customary conditions, to offer $1,750.0 million in aggregate principal amount of second lien senior secured notes due 2021 (the “Notes”) in a private offering.

Acelity L.P. Inc. – OFFICER’S CERTIFICATE OF KINETIC CONCEPTS, INC. AND KCI USA, INC. June 22, 2016 (June 22nd, 2016)

The undersigned officer of Kinetic Concepts, Inc., a Texas corporation (“KCI”), and KCI USA, Inc., a Delaware corporation (“KCI USA,” and together with KCI, the “Issuers”), pursuant to Section 13.4 of the Indenture, dated as of February 9, 2016 (the “Indenture”), by and among the Issuers, the guarantors party thereto (the “Guarantors”) and Wilmington Trust, National Association, as trustee and as collateral agent, relating to the issuance and sale by the Issuers of $190,000,000 aggregate principal amount of the Issuers’ 7.875% First Lien Senior Secured Notes due 2021 (the “Notes”), does hereby certify, solely in his capacity as an officer of each of the Issuers and not in any personal capacity, as follows (capitalized terms used but defined below have the respective meanings assigned to them in the Indenture):

Acelity L.P. Inc. – News Release (June 22nd, 2016)

SAN ANTONIO, TEXAS, June 17, 2016 – Acelity L.P. Inc. (“Acelity”), a global advanced wound care and regenerative medicine company, announced today the pricing of the private offering by its wholly-owned subsidiaries, Kinetic Concepts, Inc. (“KCI”) and KCI USA, Inc. (“KCI USA” and, together with KCI, the “Issuers”), of $190 million in aggregate principal amount of 7.875% first lien senior secured notes due 2021 (the “Notes”). The Notes will be treated as a single series with the $400 million of 7.875% first lien senior secured notes due 2021 that were issued on February 9, 2016 by the Issuers.

Acelity L.P. Inc. – Contract (June 22nd, 2016)

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.

Acelity L.P. Inc. – News Release (June 22nd, 2016)

SAN ANTONIO, TEXAS, June 17, 2016 – Acelity L.P. Inc. (“Acelity”), a global advanced wound care and regenerative medicine company, announced today that its wholly-owned subsidiaries, Kinetic Concepts, Inc. (“KCI”) and KCI USA, Inc. (“KCI USA” and, together with KCI, the “Issuers”), intend, subject to market and other customary conditions, to offer $190 million in aggregate principal amount of 7.875% first lien senior secured notes due 2021 (the “Notes”) in a private offering. The Notes will be treated as a single series with the $400 million of 7.875% first lien senior secured notes due 2021 that were issued on February 9, 2016 by the Issuers.

Acelity L.P. Inc. – AMENDMENT NO. 9 TO CREDIT AGREEMENT (June 17th, 2016)

This CREDIT AGREEMENT (this “Agreement” or the “Credit Agreement”) is entered into as of November 4, 2011, among CHIRON MERGER SUB, INC., a Texas corporation (the “Initial Borrower”), KINETIC CONCEPTS, INC., a Texas corporation (the “Lead Borrower”), KCI USA, INC., a Delaware corporation (“KCI USA” and, together with the Lead Borrower, the “Co-Borrowers”), CHIRON HOLDINGS, INC., a Delaware corporation (“Holdings”), CHIRON TOPCO, INC., a Delaware corporation (“Topco”), CHIRON GUERNSEY LP, INC., a Guernsey limited partnership (“Parent”), solely with respect to Sections 5.01 through 5.04, 7.13 and 8.01, CHIRON GUERNSEY GP CO. LIMITED, a Guernsey limited company (the “Parent GP”), BANK OF AMERICA, N.A. (“Bank of America”), as Administrative Agent and Collateral Agent, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).

Acelity L.P. Inc. – EXECUTIVE EQUITY INCENTIVE PLAN (May 4th, 2016)

and service (for purposes of administering the Plan or any Profits Interest Unit Award Agreement) shall be made by the General Partner in its sole discretion. In addition, the General Partner shall, in its reasonable discretion, determine whether or not a leave of absence is a termination of employment for purposes of administering the Plan or any Profits Interest Unit Award Agreement. In the case of a Divestiture, termination of employment without Cause shall be deemed to include the Participant’s ceasing to be employed by the Partnership or its Affiliates due to the Participant’s continuing employment with the purchaser (or an affiliate thereof) involved in such Divestiture.

Acelity L.P. Inc. – MATERIAL EVENT SERVICES AGREEMENT (March 7th, 2016)

This MATERIAL EVENT SERVICES AGREEMENT (this “Agreement”) is entered into as of November 4, 2011, by and between LifeCell Corporation, a Delaware corporation (the “Company”), and CPPIB Equity Investments Inc. (the “Service Provider”).

Acelity L.P. Inc. – SERVICES AGREEMENT (March 7th, 2016)

This SERVICES AGREEMENT (this “Agreement”) is entered into as of November 4, 2011, by and between LifeCell Corporation, a Delaware corporation (the “Company”), and Chiron Holdings GP, Inc., a Delaware corporation (the “Service Provider”).

Acelity L.P. Inc. – MATERIAL EVENT SERVICES AGREEMENT (March 7th, 2016)

This MATERIAL EVENT SERVICES AGREEMENT (this “Agreement”) is entered into as of November 4, 2011, by and between LifeCell Corporation, a Delaware corporation (the “Company”), and Apax Partners, L.P., a Delaware limited partnership with offices located at 601 Lexington Avenue, 53rd Floor, New York, NY 10022 (the “Service Provider”).

Acelity L.P. Inc. – EXECUTIVE EQUITY INCENTIVE PLAN PROFITS INTEREST UNIT AWARD AGREEMENT (March 7th, 2016)

This Profits Interest Unit Award Agreement (this “Agreement”) is made as of July 22, 2015 (hereinafter referred to as the “Date of Grant”), between Chiron Guernsey Holdings L.P. Inc., a Guernsey limited partnership (the “Partnership”), and ________ (the “Participant”):

Acelity L.P. Inc. – EXECUTIVE EQUITY INCENTIVE PLAN PROFITS INTEREST UNIT AWARD AGREEMENT (March 7th, 2016)

This Profits Interest Unit Award Agreement (this “Agreement”) is made as of ________ (hereinafter referred to as the “Date of Grant”), between Chiron Guernsey Holdings L.P. Inc., a Guernsey limited partnership (the “Partnership”), and ________ (the “Participant”):

Acelity L.P. Inc. – KEY EMPLOYEE RETENTION AGREEMENT (March 7th, 2016)

This Key Employee Retention Agreement (the "Agreement") is effective as of March 6, 2015 (the "Effective Date"), by and between Gaurav Agarwal (the "Employee"), and Kinetic Concepts, Inc. (the "Company") (together the "Parties").

Acelity L.P. Inc. – SERVICES AGREEMENT (March 7th, 2016)

This SERVICES AGREEMENT (this “Agreement”) is entered into as of November 4, 2011, by and between Chiron Holdings GP, Inc., a Delaware corporation (the “Company”), and Apax Partners, L.P., a Delaware limited partnership (the “Service Provider”).

Acelity L.P. Inc. – MATERIAL EVENT SERVICES AGREEMENT (March 7th, 2016)

This MATERIAL EVENT SERVICES AGREEMENT (this “Agreement”) is entered into as of November 4, 2011, by and between Kinetic Concepts, Inc., a Texas corporation (the “Company”), and Apax Partners, L.P., a Delaware limited partnership with offices located at 601 Lexington Avenue, 53rd Floor, New York, NY 10022 (the “Service Provider”).

Acelity L.P. Inc. – SERVICES AGREEMENT (March 7th, 2016)

This SERVICES AGREEMENT (this “Agreement”) is entered into as of November 4, 2011, by and between Chiron Topco, Inc., a Delaware corporation (the “Company”), and CPPIB Equity Investments Inc. (the “Service Provider”).

Acelity L.P. Inc. – MATERIAL EVENT SERVICES AGREEMENT (March 7th, 2016)

This MATERIAL EVENT SERVICES AGREEMENT (this “Agreement”) is entered into as of November 4, 2011, by and between LifeCell Corporation, a Delaware corporation (the “Company”), and Datura Private Investments Inc. (the “Service Provider”).

Acelity L.P. Inc. – SERVICES AGREEMENT (March 7th, 2016)

This SERVICES AGREEMENT (this “Agreement”) is entered into as of November 4, 2011, by and between Chiron Topco, Inc., a Delaware corporation (the “Company”), and Apax Partners, L.P., a Delaware limited partnership (the “Service Provider”).

Acelity L.P. Inc. – SERVICES AGREEMENT (March 7th, 2016)

This SERVICES AGREEMENT (this “Agreement”) is entered into as of November 4, 2011, by and between Chiron Holdings GP, Inc., a Delaware corporation (the “Company”), and CPPIB Equity Investments Inc. (the “Service Provider”).

Acelity L.P. Inc. – MATERIAL EVENT SERVICES AGREEMENT (March 7th, 2016)

This MATERIAL EVENT SERVICES AGREEMENT (this “Agreement”) is entered into as of November 4, 2011, by and between Kinetic Concepts, Inc., a Texas corporation (the “Company”), and Datura Private Investments Inc. (the “Service Provider”).

Acelity L.P. Inc. – KEY EMPLOYEE RETENTION AGREEMENT (March 7th, 2016)

This Key Employee Retention Agreement (the "Agreement") is effective as of March 6, 2015 (the "Effective Date"), by and between Greg Kayata (the "Employee"), and Kinetic Concepts, Inc. (the "Company") (together the "Parties").

Acelity L.P. Inc. – EXECUTIVE EQUITY INCENTIVE PLAN PROFITS INTEREST UNIT AWARD AGREEMENT (March 7th, 2016)

This Profits Interest Unit Award Agreement (this “Agreement”) is made as of ________ hereinafter referred to as the “Date of Grant”), between Chiron Guernsey Holdings L.P. Inc., a Guernsey limited partnership (the “Partnership”), and ________ (the “Participant”):

Acelity L.P. Inc. – SERVICES AGREEMENT (March 7th, 2016)

This SERVICES AGREEMENT (this “Agreement”) is entered into as of November 4, 2011, by and between Chiron Holdings GP, Inc., a Delaware corporation (the “Company”), and Datura Private Investments Inc. (the “Service Provider”).

Acelity L.P. Inc. – SERVICES AGREEMENT (March 7th, 2016)

This SERVICES AGREEMENT (this “Agreement”) is entered into as of November 4, 2011, by and between Kinetic Concepts, Inc., a Texas corporation (the “Company”), and Chiron Topco, Inc., a Delaware corporation (the “Service Provider”).

Acelity L.P. Inc. – SERVICES AGREEMENT (March 7th, 2016)

This SERVICES AGREEMENT (this “Agreement”) is entered into as of November 4, 2011, by and between Chiron Topco, Inc., a Delaware corporation (the “Company”), and Datura Private Investments Inc. (the “Service Provider”).

Acelity L.P. Inc. – MATERIAL EVENT SERVICES AGREEMENT (March 7th, 2016)

This MATERIAL EVENT SERVICES AGREEMENT (this “Agreement”) is entered into as of November 4, 2011, by and between Kinetic Concepts, Inc., a Texas corporation (the “Company”), and CPPIB Equity Investments Inc. (the “Service Provider”).

Acelity L.P. Inc. – AMENDMENT NO. 8 TO CREDIT AGREEMENT (February 10th, 2016)

AMENDMENT NO. 8, dated as of February 9, 2016 (this “Amendment”), by and among the Co-Borrowers, the Guarantors, the Parent GP, the Incremental Revolving Credit Lenders (as defined below) and the Administrative Agent, to the Credit Agreement, dated as of November 4, 2011, as amended by Amendment No. 1 to Credit Agreement, dated November 7, 2012, Amendment No. 2 to Credit Agreement, dated June 14, 2013, Amendment No. 3 to Credit Agreement, dated October 28, 2013, Amendment No. 4 to Credit Agreement, dated November 15, 2013, Amendment No. 5 to Credit Agreement, dated January 22, 2014, Amendment No. 6 to Credit Agreement, dated March 10, 2015, and Amendment No. 7 to Credit Agreement, dated February 9, 2016, and as further amended, supplemented or otherwise modified from time to time, among CHIRON MERGER SUB, INC., a Texas corporation, KINETIC CONCEPTS, INC., a Texas corporation (the “Lead Borrower”), KCI USA, INC., a Delaware corporation (“KCI USA” and, together with the Lead Borrower, th

Acelity L.P. Inc. – AMENDMENT NO. 7 TO CREDIT AGREEMENT (February 10th, 2016)

This CREDIT AGREEMENT (this “Agreement” or the “Credit Agreement”) is entered into as of November 4, 2011, among CHIRON MERGER SUB, INC., a Texas corporation (the “Initial Borrower”), KINETIC CONCEPTS, INC., a Texas corporation (the “Lead Borrower”), KCI USA, INC., a Delaware corporation (“KCI USA” and, together with the Lead Borrower, the “Co-Borrowers”), CHIRON HOLDINGS, INC., a Delaware corporation (“Holdings”), CHIRON TOPCO, INC., a Delaware corporation (“Topco”), CHIRON GUERNSEY LP, INC., a Guernsey limited partnership (“Parent”), solely with respect to Sections 5.01 through 5.04, 7.13 and 8.01, CHIRON GUERNSEY GP CO. LIMITED, a Guernsey limited company (the “Parent GP”), BANK OF AMERICA, N.A. (“Bank of America”), as Administrative Agent and Collateral Agent, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).

Acelity L.P. Inc. – KINETIC CONCEPTS, INC. AND KCI USA, INC., as joint and several Issuers, the GUARANTORS party hereto AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and Collateral Agent $400,000,000 7.875% First Lien Senior Secured Notes due 2021 INDENTURE Dated as of February 9, 2016 (February 10th, 2016)

INDENTURE dated as of February 9, 2016, among KINETIC CONCEPTS, INC., a Texas corporation (“KCI”), KCI USA, INC., a Delaware corporation (“KCI USA” and, together with KCI, the “Initial Issuers”), the Guarantors party hereto and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”).

Acelity L.P. Inc. – News Release (February 1st, 2016)

SAN ANTONIO, TEXAS - February 1, 2016 - Acelity L.P. Inc. (“Acelity”), a global advanced wound care and regenerative medicine company, announced today that its wholly-owned subsidiaries, Kinetic Concepts, Inc. (“KCI”) and KCI USA, Inc. (“KCI USA” and, together with KCI, the “Issuers”), intend, subject to market and other customary conditions, to offer $400 million in aggregate principal amount of first lien senior secured notes due 2021 (the “Notes”) in a private offering.

Acelity L.P. Inc. – ACELITY L.P. INC. REPORTS FOURTH QUARTER AND FULL YEAR FINANCIAL RESULTS FOR 2015 Total Revenue for the Fourth Quarter and Full Year of 2015 Grows 3.4% and 4.0%, respectively, on a Constant Currency Basis (January 26th, 2016)

Revenue for the fourth quarter of 2015 of $483.8 million, grew 0.2% as reported on a GAAP basis from the prior-year period and grew 3.4% on a constant currency basis, bringing revenue for the full year of 2015 to $1.867 billion, which was comparable to the prior year as reported on a GAAP basis and up 4.0% on a constant currency basis

Acelity L.P. Inc. – ACELITY L.P. INC. REPORTS THIRD QUARTER AND FIRST NINE MONTHS FINANCIAL RESULTS FOR 2015 (October 27th, 2015)

Revenue from Advanced Wound Therapeutics (“AWT”), down 1.9% as reported on a GAAP basis, grew 3.1% on a constant currency basis, led by mid-single digit volume increases compared to the prior-year period

Acelity L.P. Inc. – KEY EMPLOYEE RETENTION AGREEMENT (August 24th, 2015)

This Key Employee Retention Agreement (the "Agreement") is effective as of August 20, 2015 (the "Effective Date"), by and between Thomas W. Casey (the "Employee"), and Kinetic Concepts, Inc. (the "Company") (together the "Parties").