KINETIC CONCEPTS, INC., as Issuer and The GUARANTORS named herein, and U.S. BANK NATIONAL ASSOCIATION, as TrusteeIndenture • September 29th, 2003 • Kinetic Concepts Inc /Tx/ • Miscellaneous furniture & fixtures • New York
INDENTURE, dated as of August 11, 2003, among Kinetic Concepts, Inc., a Texas corporation (the “Company”), each of the Guarantors listed on the signature pages hereto, as guarantors, and U.S. Bank National Association as Trustee (the “Trustee”).
LIMITED LIABILITY COMPANY AGREEMENT OF KCI REAL HOLDINGS, L.L.C. Organized under the Delaware Limited Liability Company ActLimited Liability Company Agreement • September 29th, 2003 • Kinetic Concepts Inc /Tx/ • 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 Kinetic Concepts, Inc., a Texas corporation, as the initial Member (as defined below) of KCI Real Holdings, L.L.C., a Delaware limited liability company (the “Company”).
LIMITED PARTNERSHIP AGREEMENT OF KCI REAL PROPERTY LIMITEDLimited Partnership Agreement • September 29th, 2003 • Kinetic Concepts Inc /Tx/ • 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.
REGISTRATION RIGHTS AGREEMENT Dated August 11, 2003 between KINETIC CONCEPTS, INC. and THE GUARANTORS NAMED HEREIN MORGAN STANLEY & CO. INCORPORATED CREDIT SUISSE FIRST BOSTON LLC GOLDMAN, SACHS & CO SCOTIA CAPITAL (USA) INC. WELLS FARGO SECURITIES, LLCRegistration Rights Agreement • September 29th, 2003 • Kinetic Concepts Inc /Tx/ • Miscellaneous furniture & fixtures • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into August 11, 2003, by and among Kinetic Concepts, Inc., a Texas corporation (the “Company”), the companies named in Schedule A hereto as guarantors (the “Guarantors”) and MORGAN STANLEY & CO. INCORPORATED, CREDIT SUISSE FIRST BOSTON LLC, GOLDMAN, SACHS & CO., J.P. MORGAN SECURITIES INC., SCOTIA CAPITAL (USA) INC. and WELLS FARGO SECURITIES, LLC (the “Placement Agents”).
AMENDMENT AND WAIVERAmendment and Waiver • September 29th, 2003 • Kinetic Concepts Inc /Tx/ • Miscellaneous furniture & fixtures
THIS AMENDMENT AND WAIVER (the “Amendment and Waiver”), dated August 11, 2003, executed by and among Kinetic Concepts, Inc., a Texas corporation (the “Company”), each of the shareholders (the “Shareholders”) of the Company that are parties to that certain Agreement Among Shareholders (as amended by that certain Joinder and Amendment Agreement dated as of June 25, 2003, the “Shareholder Agreement”), dated November 5, 1997, and JPMorgan Chase Bank, a New York banking corporation (“Chase”), in its capacity as administrative agent (together with its successors in such capacity, “Administrative Agent”) to that certain Waiver and Consent (the “Waiver and Consent”), dated December 2002 but effective for all purposes as of September 27, 2002.
KINETIC CONCEPTS, INC. SERIES A PREFERRED STOCK PURCHASE AGREEMENTSeries a Preferred Stock Purchase Agreement • September 29th, 2003 • Kinetic Concepts Inc /Tx/ • Miscellaneous furniture & fixtures • New York
We have acted as special Texas counsel to Kinetic Concepts, Inc., a Texas corporation (the “Company”), in connection with the Series A Preferred Stock Purchase Agreement dated as of August , 2003 (the “Agreement”), among the Company and the several investors party thereto (the “Investors”).
STANDARD OFFICE BUILDING LEASE AGREEMENTLease Agreement • September 29th, 2003 • Kinetic Concepts Inc /Tx/ • Miscellaneous furniture & fixtures • Texas
WAIVER AND CONSENTWaiver and Consent • September 29th, 2003 • Kinetic Concepts Inc /Tx/ • Miscellaneous furniture & fixtures • Texas
THIS WAIVER AND CONSENT (this “Waiver and Consent”), dated December , 2002 but effective for all purposes as of September 27, 2002, is executed by KINETIC CONCEPTS, INC., a Texas corporation (the “Company”), JAMES R. LEININGER (“Pledgor”), each of the SHAREHOLDERS of the Company under that certain Agreement Among Shareholders (the “Shareholders’ Agreement”), dated November 5, 1997, by and among the Company and the Shareholders of the Company named therein (such shareholders, other than Pledgor, referred to herein as the “Shareholders”), JPMORGAN CHASE BANK, a New York banking corporation (“Chase”), in its capacity as administrative agent for the Lenders (as defined herein) (in such capacity, together with its successors in such capacity, “Administrative Agent”), and Chase and BANK ONE, NA, in their capacity as lenders (together with their respective successors and assigns, individually a “Lender” and collectively the “Lenders”) and as issuing lenders. (Capitalized terms not defined her
CREDIT AGREEMENT August 11, 2003Credit Agreement • September 29th, 2003 • Kinetic Concepts Inc /Tx/ • Miscellaneous furniture & fixtures • New York
CREDIT AGREEMENT, dated as of August 11, 2003, among KINETIC CONCEPTS, INC., a Texas corporation (the “Company”), the several banks and other financial institutions from time to time parties to this Agreement (the “Lenders”), Morgan Stanley Senior Funding, Inc. (“Morgan Stanley”), as administrative agent for the Lenders hereunder, Morgan Stanley & Co. Incorporated, as collateral agent for the Lenders hereunder, Credit Suisse First Boston (“CSFB”), as syndication agent for the Lenders hereunder, Wells Fargo Bank, National Association, as issuing bank for the Lenders hereunder (the “Issuing Bank”) and JPMorgan Chase Bank, Wells Fargo Bank, National Association and The Bank of Nova Scotia, as documentation agents for the Lenders hereunder (the “Documentation Agents”).
GUARANTEE AND COLLATERAL AGREEMENT made by KINETIC CONCEPTS, INC. and certain of its Subsidiaries in favor of MORGAN STANLEY & CO. INCORPORATED as Collateral Agent Dated as of August 11, 2003Guarantee and Collateral Agreement • September 29th, 2003 • Kinetic Concepts Inc /Tx/ • Miscellaneous furniture & fixtures • New York
GUARANTEE AND COLLATERAL AGREEMENT, dated as of August 11, 2003, made by each of the signatories hereto (together with any other Domestic Subsidiary that may become a party hereto as provided herein, the “Grantors”), in favor of MORGAN STANLEY & CO. INCORPORATED, as Collateral Agent (in such capacity, the “Collateral Agent”) for the banks and other financial institutions (the “Lenders”) from time to time parties to the Credit Agreement, dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kinetic Concepts, Inc. (the “Company”), the Lenders parties thereto, Morgan Stanley Senior Funding, Inc., as Administrative Agent, Credit Suisse First Boston, as Syndication Agent, Wells Fargo Bank, National Association, as Issuing Bank, and JPMorgan Chase Bank, Wells Fargo Bank, National Association and The Bank of Nova Scotia, as Documentation Agents.
SECURITY AND CONTROL AGREEMENTSecurity and Control Agreement • September 29th, 2003 • Kinetic Concepts Inc /Tx/ • Miscellaneous furniture & fixtures • New York
Kinetic Concepts, Inc., a Texas corporation (the “Pledgor”), U.S. BANK NATIONAL ASSOCIATION as trustee for the registered holders from time to time (the “Holders”) of the Notes (as defined herein) issued by the Pledgor under the Indenture referred to below (in such capacity, the “Trustee”), and as securities intermediary hereunder for the benefit of the Holders of the Notes (in such capacity, the “Securities Intermediary”), hereby enter into this SECURITY AND CONTROL AGREEMENT (this “Security Agreement”), as of and on August 11, 2003.
FIRST AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • September 29th, 2003 • Kinetic Concepts Inc /Tx/ • Miscellaneous furniture & fixtures • California
This agreement, dated August 11, 2003 (this “First Amended and Restated Management Services Agreement” or this “Agreement”) by and among Kinetic Concepts, Inc., a Texas corporation (the “Company”), Dr. James Leininger (“Leininger”), Blum Capital Partners, L.P. (“Blum”), Blum Strategic GP II, L.L.C., Fremont Partners, L.L.C. (“Fremont II”) and Fremont Partners III, L.L.C. (“Fremont III” and together with Leininger, Blum, Blum Strategic GP II, L.L.C. and Fremont II, the “Managers” and each a “Manager”) amends and restates that certain Management Services Agreement (the “Initial Agreement”) entered into as of November 5, 1997 by and between the Company, Leininger, Richard C. Blum & Associates, L.P. and Fremont II, pursuant to which the Managers were retained by the Company to provide management, consulting, financial, strategic planning, tax and accounting services to the Company pursuant to the terms and subject to the conditions set forth in the Initial Agreement. Upon the effectiveness
INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • September 29th, 2003 • Kinetic Concepts Inc /Tx/ • Miscellaneous furniture & fixtures • New York
THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of the 11th day of August, 2003, by and among Kinetic Concepts, Inc., a Texas corporation (the “Company”), the investors listed on the signature pages hereto, each of which is herein referred to as an “Investor”, and Fremont Partners III, L.P., Fremont Partners III Side-By-Side, L.P., Fremont Acquisition Company II, L.L.C., Fremont Acquisition Company IIA, L.L,C., Blum Strategic Partners, II, L.P., Blum Strategic Partners II GmbH & Co. KG, Stinson Capital Partners II, L.P., RCBA-KCI Capital Partners, L.P. and James R. Leininger, M.D., each of which is referred to as a “Sponsor”.
