EXECUTIVE EQUITY INCENTIVE PLAN PROFITS INTEREST UNIT AWARD AGREEMENTEquity Incentive Plan Profits Interest Unit Award Agreement • January 23rd, 2013 • KCI Animal Health, LLC • Miscellaneous furniture & fixtures • Delaware
This Profits Interest Unit Award Agreement (this “Agreement”), is made as of [_______], 2011 (hereinafter referred to as the “Date of Grant”), between Chiron Guernsey Holdings L.P. Inc., a Guernsey limited partnership (the “Partnership”), and ________ (the “Participant”):
LIMITED LIABILITY COMPANY AGREEMENT OF KCI USA REAL HOLDINGS, L.L.C. Organized under the Delaware Limited Liability Company ActLimited Liability Company Agreement • October 1st, 2012 • KCI Animal Health, LLC • Miscellaneous furniture & fixtures
THIS LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time, this “Agreement”) hereby is entered into and adopted effective as of December 13, 2001, by KCI USA, Inc., a Delaware corporation, as the initial Member (as defined below) of KCI USA Real Holdings, L.L.C., a Delaware limited liability company (the “Company”).
LIMITED PARTNERSHIP AGREEMENT OF KCI PROPERTIES LIMITEDLimited Partnership Agreement • October 1st, 2012 • KCI Animal Health, LLC • Miscellaneous furniture & fixtures
THIS LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) is entered into by and between KCI USA Real Holdings, L.L.C., a Delaware limited liability company, as the general partner, and KCI Real Holdings, L.L.C., a Delaware limited liability company, as the sole limited partner.
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 23rd, 2013 • KCI Animal Health, LLC • Miscellaneous furniture & fixtures • Delaware
This Indemnification Agreement is dated as of January 18, 2013 (this “Agreement”) and is among Centaur Guernsey L.P. Inc., a Guernsey limited partnership (“Centaur”) (acting by its general partner Chiron Guernsey GP Co. Limited, a Guernsey limited company (“Chiron”)), Chiron (in its own capacity), Kinetic Concepts, Inc., a Texas corporation (“KCI”), KCI USA, Inc., a Delaware corporation (“KCI USA”), LifeCell Corporation, a Delaware corporation (“LifeCell”; each of Centaur, Chiron, KCI, KCI USA and LifeCell, a “Company”, and, collectively, the “Companies”) and Lisa N. Colleran (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENT by and among Chiron Merger Sub, Inc.Registration Rights Agreement • November 6th, 2012 • KCI Animal Health, LLC • Miscellaneous furniture & fixtures • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 4, 2011, by and among Chiron Merger Sub, Inc., a Texas corporation (“Merger Sub”), Kinetic Concepts, Inc., a Texas corporation (“KCI”), KCI USA, Inc., a Delaware corporation (“KCI USA”), each of the entities listed on the signature pages hereto as Guarantors and Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Credit Suisse Securities (USA) LLC, as representatives for the several Initial Purchasers listed on Schedule A to the Purchase Agreement (as defined below) (collectively, the “Initial Purchasers”), all of whom have agreed to purchase Issuer’s $750,000,000 12.5% Senior Notes due 2019 (the “Initial Notes”) jointly and severally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement (as defined below). The Initial Notes and the Guarantees are herein collectively referred to as the “Initial Securities.”
November 2, 2011Merger Agreement • October 1st, 2012 • KCI Animal Health, LLC • Miscellaneous furniture & fixtures
KEY EMPLOYEE RETENTION AGREEMENTKey Employee Retention Agreement • October 1st, 2012 • KCI Animal Health, LLC • Miscellaneous furniture & fixtures • Texas
This Key Employee Retention Agreement (the "Agreement") is effective as of January 2008 (the "Effective Date"), by and between Teresa A. Johnson (the "Employee"), and Kinetic Concepts, Inc. ("KCI" or the "Company") (together the "Parties").
CHIRON GUERNSEY GP CO. LIMITED and CHIRON GUERNSEY HOLDINGS L.P. INC. acting by its general partner CHIRON HOLDINGS GP, INC. and DENISE FALLAIZE AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT relating to CHIRON GUERNSEY L.P. INC.Agreement • October 1st, 2012 • KCI Animal Health, LLC • Miscellaneous furniture & fixtures
AMENDED AND RESTATED EMPLOYMENT AGREEMENTAmended And • October 1st, 2012 • KCI Animal Health, LLC • Miscellaneous furniture & fixtures • New Jersey
This Amended and Restated Employment Agreement (“Agreement”), dated November 4, 2011 is entered into by and between LIFECELL CORPORATION, a Delaware corporation, having its principal place of business at One Millennium Way, Branchburg, New Jersey 08876 (“Employer”), and LISA COLLERAN (“Employee”).
ContractKCI Animal Health, LLC • October 1st, 2012 • Miscellaneous furniture & fixtures
The Securities and Exchange Commission100 F Street, NE Washington, DC 20549 (the “Recipient”) 1 October 2012 Dear Sirs Chiron Guernsey GP Co. Limited (company number 54155) (“Finance GP”)Centaur Guernsey L.P. Inc. (limited partnership number 1545) (“Finance LP”)
EXECUTIVE EQUITY INCENTIVE PLAN PROFITS INTEREST UNIT AWARD AGREEMENTEquity Incentive Plan Profits Interest Unit Award Agreement • October 1st, 2012 • KCI Animal Health, LLC • Miscellaneous furniture & fixtures • Delaware
This Profits Interest Unit Award Agreement (this “Agreement”), is made as of [_______], 2011 (hereinafter referred to as the “Date of Grant”), between Chiron Guernsey Holdings L.P. Inc., a Guernsey limited partnership (the “Partnership”), and Joe Woody (the “Participant”):
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 23rd, 2013 • KCI Animal Health, LLC • Miscellaneous furniture & fixtures • Delaware
This Indemnification Agreement is dated as of January 18, 2013 (this “Agreement”) and is among Centaur Guernsey L.P. Inc., a Guernsey limited partnership (“Centaur”) (acting by its general partner Chiron Guernsey GP Co. Limited, a Guernsey limited company (“Chiron”)), Chiron (in its own capacity), Kinetic Concepts, Inc., a Texas corporation (“KCI”), KCI USA, Inc., a Delaware corporation (“KCI USA”), LifeCell Corporation, a Delaware corporation (“LifeCell”; each of Centaur, Chiron, KCI, KCI USA and LifeCell, a “Company”, and, collectively, the “Companies”) and John T. Bibb (“Indemnitee”).
ADDENDUM TO KEY EMPLOYEE RETENTION AGREEMENTKey Employee Retention Agreement • January 23rd, 2013 • KCI Animal Health, LLC • Miscellaneous furniture & fixtures
In connection with that Key Employee Retention Agreement (“Agreement”) executed between Kinetic Concepts, Inc. (the “Company”) and Teresa Johnson (“Employee”) and dated as of January __, 2008, the Company and Employee have agreed that in order for the Agreement to comply with the provisions of Section 409A ("Section 409A") of the Internal Revenue Code of 1986, as amended (the "Code") and the regulations and guidance promulgated thereunder so as not to subject Employee to the payment of additional taxes and interest under Section 409A, the following changes to the Agreement (in bold) have been made effective as of December 31, 2008:
November 8, 2012 Stephen D. Seidel San Antonio, Texas 78209 Re: Agreement regarding Separation from Employment Dear Steve:KCI Animal Health, LLC • January 23rd, 2013 • Miscellaneous furniture & fixtures
As discussed, this letter confirms that your employment with Kinetic Concepts, Inc. (“KCI”) and any of its affiliates and subsidiaries will end close of business on November 8, 2012 (the “Termination Date”). In connection with the separation, and your agreements set forth herein, KCI will provide you with the payments and benefits set forth in Section 7 below (the “KCI Consideration”). This letter will confirm our compromise and settlement of all the matters we discussed, as set forth herein.
EXECUTIVE EQUITY INCENTIVE PLAN PROFITS INTEREST UNIT AWARD AGREEMENTProfits Interest Unit Award Agreement • October 1st, 2012 • KCI Animal Health, LLC • Miscellaneous furniture & fixtures • Delaware
This Profits Interest Unit Award Agreement (this “Agreement”), is made as of [_______], 2011 (hereinafter referred to as the “Date of Grant”), between Chiron Guernsey Holdings L.P. Inc., a Guernsey limited partnership (the “Partnership”), and ________ (the “Participant”):
EXECUTIVE EQUITY INCENTIVE PLAN PROFITS INTEREST UNIT AWARD AGREEMENTEquity Incentive Plan Profits Interest Unit Award Agreement • January 23rd, 2013 • KCI Animal Health, LLC • Miscellaneous furniture & fixtures • Delaware
This Profits Interest Unit Award Agreement (this “Agreement”), is made as of May 21, 2012 (hereinafter referred to as the “Date of Grant”), between Chiron Guernsey Holdings L.P. Inc., a Guernsey limited partnership (the “Partnership”), and Peter Arnold (the “Participant”):
EXECUTIVE RETENTION AGREEMENTExecutive Retention Agreement • October 1st, 2012 • KCI Animal Health, LLC • Miscellaneous furniture & fixtures • Texas
This Executive Retention Agreement (the "Agreement") is effective as of April 7, 2011 (the "Effective Date"), by and between John T. Bibb (the "Executive"), and Kinetic Concepts, Inc. ("KCI") (together the "Parties").
CHIRON GUERNSEY HOLDINGS L.P. INC. PROFITS INTEREST UNIT AWARD AND AMENDMENT AGREEMENTProfits Interest Unit Award and Amendment Agreement • October 1st, 2012 • KCI Animal Health, LLC • Miscellaneous furniture & fixtures
This Profits Interest Unit Award and Amendment Agreement (this “Agreement”), is made as of July [●], 2012, between Chiron Guernsey Holdings L.P. Inc., a Guernsey limited partnership (the “Partnership”), and [●] (the “Participant”):
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 6th, 2012 • KCI Animal Health, LLC • Miscellaneous furniture & fixtures • New York
This INDEMNIFICATION AGREEMENT, dated as of November 4, 2011 (the “Agreement”), is among Chiron Guernsey Holdings L.P. Inc., a Guernsey limited partnership (“Guernsey Parent LP”), Chiron Holdings GP, Inc., a Delaware corporation and the general partner of Guernsey Parent LP (“Guernsey Parent GP”), Chiron Guernsey L.P. Inc., a Guernsey limited partnership (“Guernsey Sub LP”), Chiron Guernsey GP Co. Limited, a Guernsey limited company and the general partner of Guernsey Sub LP (“Guernsey Sub GP”), Chiron Topco, Inc., a Delaware corporation and wholly-owned subsidiary of Guernsey Sub LP (“Topco”), Chiron Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of Topco (“Parent”), Kinetic Concepts, Inc., a Texas corporation and wholly-owned subsidiary of Parent (the “Company” and, together with Guernsey Parent LP, Guernsey Parent GP, Guernsey Sub LP, Guernsey Sub GP, Topco and Parent, the “Company Entities”), and Apax Partners, L.P., CPPIB Equity Investments Inc. and Datura Priv
AMENDMENT NO. 1 TO CREDIT AGREEMENTJoinder Agreement • December 7th, 2012 • KCI Animal Health, LLC • Miscellaneous furniture & fixtures • New York
AMENDMENT NO. 1, dated as of November 7, 2012 (this “Amendment”), by and among the Co-Borrowers, the Guarantors, the Parent GP, the Required Lenders and the Administrative Agent, to the Credit Agreement, dated as of November 4, 2011, 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, the “Co-Borrowers”), CHIRON HOLDINGS, INC., a Delaware corporation, CHIRON TOPCO, INC., a Delaware corporation, CHIRON GUERNSEY LP, INC., a Guernsey limited partnership, solely with respect to Sections 5.01 through 5.04, 7.13 and 8.01 of the Credit Agreement, CHIRON GUERNSEY GP CO. LIMITED, a Guernsey limited company, BANK OF AMERICA, N.A., as administrative agent, collateral agent, letter of credit issuer and swing line lender, and each lender from time to time party thereto (the “Credit Agreement”). Terms defined in the Credit Agreement and used herein
LIMITED LIABILITY COMPANY AGREEMENT OF TECHNIMOTION, LLCLimited Liability Company Agreement • October 1st, 2012 • KCI Animal Health, LLC • Miscellaneous furniture & fixtures • Delaware
This Limited Liability Company Agreement (as amended from time to time, the “Agreement”), dated as of December ___, 2010, is hereby duly adopted as the limited liability company agreement of Technimotion, LLC, a Delaware limited liability company (the “Company”), by KCI USA, Inc., a Delaware corporation, the initial sole member (the “Member”) of the Company.
ASSET PURCHASE AGREEMENT dated as of August 14, 2012 by and between KINETIC CONCEPTS, INC. and GETINGE ABAsset Purchase Agreement • October 1st, 2012 • KCI Animal Health, LLC • Miscellaneous furniture & fixtures • New York
SERVICE AGREEMENT DATED MAY 14, 2012 KCI UK HOLDINGS LIMITED and PETER ARNOLDService Agreement • January 23rd, 2013 • KCI Animal Health, LLC • Miscellaneous furniture & fixtures
EMPLOYMENT AGREEMENTEmployment Agreement • October 1st, 2012 • KCI Animal Health, LLC • Miscellaneous furniture & fixtures • Texas
EMPLOYMENT AGREEMENT (the “Agreement”) dated November 10, 2011 by and between Kinetic Concepts, Inc. (the “Company”) and Joe Woody (the “Executive”).
FIRST AMENDMENT TO THE LIMITED PARTNERSHIP AGREEMENT OFLimited Partnership Agreement • October 1st, 2012 • KCI Animal Health, LLC • Miscellaneous furniture & fixtures • Texas
This First Amendment to the Limited Partnership Agreement of KCI Real Property Limited (the “Company” and this amendment, the “Amendment”), dated effective October 27, 2011, is by and between KCI USA Real Holdings, L.L.C., a Delaware limited liability company (the “General Partner”), and KCI Real Holdings, L.L.C., a Delaware limited liability company (the “Limited Partner” and, together with the General Partner, the “Partners”).
Personal & ConfidentialKCI Animal Health, LLC • January 23rd, 2013 • Miscellaneous furniture & fixtures
This “letter of understanding” outlines the terms and conditions of this Global Assignment Agreement (hereinafter referred to as “Assignment Agreement”) and the following will apply:
LIMITED LIABILITY COMPANY AGREEMENT OF KCI ANIMAL HEALTH, LLCLimited Liability Company Agreement • October 1st, 2012 • KCI Animal Health, LLC • Miscellaneous furniture & fixtures • Delaware
This Limited Liability Company Agreement (as amended from time to time, the “Agreement”), dated as of September ___, 2010, is hereby duly adopted as the limited liability company agreement of KCI Animal Health, LLC, a Delaware limited liability company (the “Company”), by KCI USA, Inc., a Delaware corporation, the initial sole member (the “Member”) of the Company.
CREDIT AGREEMENTCredit Agreement • November 6th, 2012 • KCI Animal Health, LLC • Miscellaneous furniture & fixtures • New York
FIRST AMENDMENT TO THE LIMITED PARTNERSHIP AGREEMENT OFLimited Partnership Agreement • October 1st, 2012 • KCI Animal Health, LLC • Miscellaneous furniture & fixtures • Texas
This First Amendment to the Limited Partnership Agreement of KCI Properties Limited (the “Company” and this amendment, the “Amendment”), dated effective October 27, 2011, is by and between KCI USA Real Holdings, L.L.C., a Delaware limited liability company (the “General Partner”), and KCI Real Holdings, L.L.C., a Delaware limited liability company (the “Limited Partner” and, together with the General Partner, the “Partners”).
