HALYARD HEALTH, INC., and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee FORM OF INDENTURE Dated as of , 2014 6.250% SENIOR NOTES DUE 2022Halyard Health, Inc. • October 7th, 2014 • Orthopedic, prosthetic & surgical appliances & supplies • New York
INDENTURE, dated as of , 2014, between Halyard Health, Inc., a Delaware corporation (the “Issuer”), and Deutsche Bank Trust Company Americas, a New York banking corporation, as Trustee.
CREDIT AGREEMENT Dated as of October 31, 2014 among HALYARD HEALTH, INC., as Borrower, MORGAN STANLEY SENIOR FUNDING, INC., as Term Loan Administrative Agent, CITIBANK, N.A., as Revolver Administrative Agent and Swing Line Lender, THE OTHER LENDERS...Credit Agreement • November 4th, 2014 • Halyard Health, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of October 31, 2014 among Halyard Health, Inc., a Delaware corporation, as borrower (the “Borrower”), the other Guarantors party hereto from time to time, Morgan Stanley Senior Funding, Inc. (“MSSF”), as Term Loan Administrative Agent and Collateral Agent, Citibank, N.A. (“Citibank”) as Revolver Administrative Agent, the Swing Line Lender and an L/C Issuer and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
AMENDED AND RESTATED PURCHASE AGREEMENT Dated as of April 30, 2018 by and among Halyard Health, Inc., The Sellers Party Hereto and Owens & Minor, Inc.Purchase Agreement • May 1st, 2018 • Halyard Health, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
This AMENDED AND RESTATED PURCHASE AGREEMENT (this “Agreement”), dated as of April 30, 2018, is made by and among Halyard Health, Inc., a Delaware corporation (“Parent”), each of the Sellers (as defined herein) by its execution and delivery of a counterpart signature page hereto, and Owens & Minor, Inc., a Virginia corporation (“Buyer”).
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • November 4th, 2014 • Halyard Health, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This Trademark License Agreement (this “Agreement”), effective as of October 30, 2014 (the “Effective Date”), is made and entered by and between Avent, Inc., a Delaware corporation (“Licensor”); and Kimberly-Clark Worldwide, Inc., a Delaware corporation (“Licensee”).
Distribution Agreement Effective as of October 31, 2014 Between Kimberly-Clark Corporation and Halyard Health, Inc.Distribution Agreement • November 4th, 2014 • Halyard Health, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
THIS DISTRIBUTION AGREEMENT is made as of October 31, 2014 by and between Kimberly-Clark Corporation (“Kimberly-Clark”), a Delaware corporation, and Halyard Health, Inc. (“Halyard”), a Delaware corporation, and, as of the date hereof, a wholly-owned subsidiary of Kimberly-Clark.
AVANOS MEDICAL, INC. NONQUALIFIED STOCK OPTION AWARD AGREEMENTAward Agreement • August 3rd, 2021 • Avanos Medical, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
AVANOS MEDICAL, INC., a Delaware corporation (hereinafter called the "Corporation"), has granted to the participant (the “Participant) named in the Notification of Grant Award provided on the Fidelity Investments (“Fidelity”) site, or any successor system (the “Grant Notice”) an option to purchase shares of Common Stock of the Company pursuant to the terms set forth in (a) the AVANOS MEDICAL, INC. 2021 Equity Participation Plan (the “Plan”) and (b) this Award Agreement, including any country-specific terms and conditions contained in Appendix A to this Award Agreement. Capitalized terms used but not defined in this Award Agreement shall have the meanings specified in the Plan.
EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • November 4th, 2014 • Halyard Health, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
This Employee Matters Agreement (“Agreement”), dated as of October 31, 2014, is between Kimberly-Clark Corporation (“Kimberly-Clark”), a Delaware corporation, and Halyard Health, Inc. (“Halyard”), a Delaware corporation.
TAX MATTERS AGREEMENT DATED AS OF OCTOBER 31, 2014 BETWEEN KIMBERLY-CLARK CORPORATION AND HALYARD HEALTH, INC.Tax Matters Agreement • November 4th, 2014 • Halyard Health, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Texas
THIS TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of October 31, 2014, between Kimberly-Clark Corporation, a Delaware corporation (“External Distributing”), and Halyard Health, Inc., a Delaware corporation (“External SpinCo”). Unless otherwise indicated, all “Section” references in this Agreement are to sections of this Agreement.
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • September 22nd, 2014 • Halyard Health, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This Trademark License Agreement (this “Agreement”), effective as of , 2014 (the “Effective Date”), is made and entered by and between Avent, Inc., a Delaware corporation (“Licensor”); and Kimberly-Clark Worldwide, Inc., a Delaware corporation (“Licensee”).
FORM OF NON-COMPETITION AGREEMENTNon-Competition Agreement • October 15th, 2014 • Halyard Health, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This NON-COMPETITION AGREEMENT (this “Non-Competition Agreement”) is made and entered into as of October [ ], 2014 by and between Kimberly-Clark Corporation (“Kimberly-Clark”), a Delaware corporation, and Halyard Health, Inc. (“Halyard”), a Delaware corporation. Kimberly-Clark and Halyard are sometimes hereinafter collectively referred to as the “Parties” and each individually as a “Party.”
AGREEMENT AND PLAN OF MERGER AMONG AVENT INC., ORTHOGEN MERGER SUB INC., ORTHOGENRX, INC.,Agreement and Plan of Merger • January 21st, 2022 • Avanos Medical, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of December 13, 2021 by and among Avent, Inc., a Delaware corporation and wholly-owned subsidiary of Guarantor (“Parent”), Orthogen Merger Sub Inc., a Pennsylvania corporation and wholly-owned subsidiary of Parent (“Merger Sub”), OrthogenRx, Inc., a Pennsylvania corporation (the “Company”), Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative, agent, proxy, and attorney-in-fact for all the Equityholders (“Representative”), and, solely for purposes of Section 13.18 (Parent Guaranty), Avanos Medical, Inc., a Delaware corporation (“Guarantor”).
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • January 21st, 2022 • Avanos Medical, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of October 30, 2018 among Avanos Medical, Inc., a Delaware corporation, as borrower (the “Borrower”), the other Guarantors party hereto from time to time, Citibank, N.A. (“Citibank”), as Administrative Agent, Collateral Agent and an L/C Issuer, and each other lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
Patent and Know How License Agreement between Kimberly-Clark Worldwide, Inc. and Avent, Inc. Made as of the 30th day of October, 2014Patent and Know How License Agreement • November 4th, 2014 • Halyard Health, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
THIS AGREEMENT, effective as of the 30th day of October, 2014, by and between KIMBERLY-CLARK WORLDWIDE, INC., a Delaware corporation (“KCWW” or “Licensor”), and AVENT, INC., a Delaware corporation (“Avent” or “Licensee”).
FIRST AMENDMENT TO PURCHASE AGREEMENTPurchase Agreement • October 2nd, 2023 • Avanos Medical, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
This FIRST AMENDMENT TO PURCHASE AGREEMENT, is dated as of October 2, 2023 (this “Amendment”), by and among Avanos Medical, Inc., a Delaware corporation (“Parent”), and SunMed Group Holdings, LLC, a Delaware limited liability company (“Buyer”). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings given to them in the Purchase Agreement (as defined below).
SEVERANCE AND SEPARATION AGREEMENTSeverance and Separation Agreement • May 3rd, 2023 • Avanos Medical, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Georgia
This SEVERANCE AND SEPARATION AGREEMENT (this “Agreement”) is made and entered into as of January 10, 2023 by and between Avanos Medical, Inc. (together with its subsidiaries, the “Company”) and William D. Haydon (“Employee”).
TAX MATTERS AGREEMENT DATED AS OF [ ] BETWEEN KIMBERLY-CLARK CORPORATION AND HALYARD HEALTH, INC.Tax Matters Agreement • August 28th, 2014 • Halyard Health, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Texas
THIS TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of October 31, 2014, between Kimberly-Clark Corporation, a Delaware corporation (“External Distributing”), and Halyard Health, Inc., a Delaware corporation (“External SpinCo”). Unless otherwise indicated, all “Section” references in this Agreement are to sections of this Agreement.
Patent and Know How License Agreement between Kimberly-Clark Worldwide, Inc. and Avent, Inc. Made as of the day of , 2014License Agreement • September 22nd, 2014 • Halyard Health, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
THIS AGREEMENT, effective as of the day of , 2014, by and between KIMBERLY-CLARK WORLDWIDE, INC., a Delaware corporation (“KCWW” or “Licensor”), and AVENT, INC., a Delaware corporation (“Avent” or “Licensee”).
RETENTION INCENTIVE AGREEMENTRetention Incentive Agreement • November 1st, 2017 • Halyard Health, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Georgia
This RETENTION INCENTIVE AGREEMENT (“Agreement”) is made, entered into, and effective as of July 31, 2017 (the “Effective Date”), by and between Halyard Health, Inc. (“Company”), and Christopher M. Lowery (“Employee”).
PURCHASE AGREEMENT Dated as of June 7, 2023 by and among Avanos Medical, Inc., the Sellers party hereto and SunMed Group Holdings, LLCPurchase Agreement • August 9th, 2023 • Avanos Medical, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This PURCHASE AGREEMENT (this “Agreement”), dated as of June 7, 2023 (the “Agreement Date”), is made by and among Avanos Medical, Inc., a Delaware corporation (“Parent”), each of the Sellers (as defined herein) by its execution and delivery of a counterpart signature page hereto, whether as of the Agreement Date or at any time after the Agreement Date, and SunMed Group Holdings, LLC, a Delaware limited liability company (“Buyer”). Each of Parent, the Sellers and Buyer are collectively referred to from time to time herein as the “Parties” and each individually as a “Party.”
REGISTRATION RIGHTS AGREEMENT Dated as of October 17, 2014 among HALYARD HEALTH, INC., as Issuer, and MORGAN STANLEY & CO. LLC, as representative of the several Initial PurchasersRegistration Rights Agreement • October 21st, 2014 • Halyard Health, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of October 17, 2014, among HALYARD HEALTH, INC., a Delaware corporation (the “Company”), and MORGAN STANLEY & CO. LLC, as representative of the several initial purchasers set forth on Schedule I hereto (the “Initial Purchasers”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • September 22nd, 2014 • Halyard Health, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This TRANSITION SERVICES AGREEMENT (this “Agreement”) is entered into as of October , 2014 between Kimberly-Clark Corporation, a Delaware corporation (“Kimberly-Clark”), and Halyard Health, Inc., a Delaware corporation (“Halyard”). Kimberly-Clark and Halyard are sometimes hereinafter collectively referred to as the “Parties” and each individually as a “Party.”
SHARE PURCHASE AGREEMENT by and among MEDSYSTEMS HOLDINGS, INC., MEDSYSTEMS HOLDINGS, LLC and HALYARD HEALTH, INC. April 5, 2016Share Purchase Agreement • April 11th, 2016 • Halyard Health, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
THIS SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of April 5, 2016, is made by and among Halyard Health, Inc., a Delaware corporation (the “Purchaser”), Medsystems Holdings, Inc., a Delaware corporation (the “Company”), and Medsystems Holdings, LLC (the “Seller”). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article X below.
TRANSITION SERVICES AGREEMENTTransition Services Agreement • August 28th, 2014 • Halyard Health, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This TRANSITION SERVICES AGREEMENT (this “Agreement”) is entered into as of October , 2014 between Kimberly-Clark Corporation, a Delaware corporation (“Kimberly-Clark”), and Halyard Health, Inc., a Delaware corporation (“Halyard”). Kimberly-Clark and Halyard are sometimes hereinafter collectively referred to as the “Parties” and each individually as a “Party.”
TAX MATTERS AGREEMENT DATED AS OF [ ] BETWEEN KIMBERLY-CLARK CORPORATION AND HALYARD HEALTH, INC.Tax Matters Agreement • September 22nd, 2014 • Halyard Health, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Texas
THIS TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of , 2014, between Kimberly-Clark Corporation, a Delaware corporation (“External Distributing”), and Halyard Health, Inc., a Delaware corporation (“External SpinCo”). Unless otherwise indicated, all “Section” references in this Agreement are to sections of this Agreement.
TRANSITION SERVICES AGREEMENTTransition Services Agreement • November 4th, 2014 • Halyard Health, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This TRANSITION SERVICES AGREEMENT (this “Agreement”) is entered into as of October 31, 2014 between Kimberly-Clark Corporation, a Delaware corporation (“Kimberly-Clark”), and Halyard Health, Inc., a Delaware corporation (“Halyard”). Kimberly-Clark and Halyard are sometimes hereinafter collectively referred to as the “Parties” and each individually as a “Party.”
HALYARD HEALTH, INC. EXECUTIVE OFFICER ACHIEVEMENT AWARD PROGRAM Effective November 1, 2014Matters Agreement • November 4th, 2014 • Halyard Health, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
Pursuant to that certain Employee Matters Agreement (the “EMA”), dated as of October 31, 2014, between Kimberly-Clark Corporation (“Kimberly-Clark”), and Halyard Health, Inc. (the “Company”), in connection of Kimberly-Clark’s spin-off of its health care businesses to the Company, the accrual for Business Employees (as such term is defined in the EMA) under the Kimberly-Clark Executive Officer Achievement Award Program, the Kimberly-Clark Management Achievement Award Program and the Kimberly-Clark Achievement Incentive Plan (collectively, the “Kimberly-Clark Incentive Plans”) for the portion of the 2014 calendar year occurring prior to the effective time of the spin-off is being transferred to Halyard on the distribution date, and Halyard has agreed to pay such awards in February 2015 based on actual results and performance ratings. Such amounts shall be paid out pursuant to the Company’s Management Achievement Award Program.
DEFERRED PROSECUTION AGREEMENTDeferred Prosecution Agreement • July 9th, 2021 • Avanos Medical, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
standards and encourages employees to abide by them. The Company will create and foster a culture of ethics and compliance with the law in its day-to-day operations.
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • September 22nd, 2014 • Halyard Health, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This Trademark License Agreement (this “Agreement”), effective as of , 2014 (the “Effective Date”), is made and entered by and between Kimberly-Clark Worldwide, Inc., a Delaware corporation (“Licensor”); and Avent, Inc., a Delaware corporation (“Licensee”).
INCREMENTAL AGREEMENTIncremental Agreement • January 21st, 2022 • Avanos Medical, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIS INCREMENTAL AGREEMENT (this “Incremental Agreement”) dated as of December 22, 2021, is by and among AVANOS MEDICAL, INC., a Delaware corporation (the “Borrower”), each of the Guarantors party hereto, each of the Lenders party hereto, CITIBANK N.A., as Administrative Agent for the Lenders (in such capacity “Agent”) and J.P. MORGAN CHASE BANK, N.A. (“JPMorgan”) and MUFG Bank, LTD (“MUFG”), as joint lead arrangers (in such capacity, JPMorgan and MUFG, the “Joint Lead Arrangers”), MUFG as syndication agent with respect to the Tranche A Term Loans (as such term is defined below) and JPMorgan as sole bookrunner with respect to the Tranche A Term Loans.
