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...Indenture • February 10th, 2016 • Acelity L.P. Inc. • Surgical & medical instruments & apparatus • New York
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”).
SERVICES AGREEMENTServices Agreement • March 7th, 2016 • Acelity L.P. Inc. • Surgical & medical instruments & apparatus • Delaware
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”).
KEY EMPLOYEE RETENTION AGREEMENTKey Employee Retention Agreement • March 7th, 2016 • Acelity L.P. Inc. • Surgical & medical instruments & apparatus • Texas
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").
EXECUTIVE EQUITY INCENTIVE PLAN PROFITS INTEREST UNIT AWARD AGREEMENTProfits Interest Unit Award Agreement • March 7th, 2016 • Acelity L.P. Inc. • Surgical & medical instruments & apparatus • Delaware
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”):
MATERIAL EVENT SERVICES AGREEMENTMaterial Event Services Agreement • March 7th, 2016 • Acelity L.P. Inc. • Surgical & medical instruments & apparatus • Delaware
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”).
KEY EMPLOYEE RETENTION AGREEMENTKey Employee Retention Agreement • March 11th, 2015 • Acelity L.P. Inc. • Surgical & medical instruments & apparatus • Texas
This Key Employee Retention Agreement (the "Agreement") is effective as of September 1, 2007 (the "Effective Date"), by and between Brian Busenlehner (the "Employee"), and Kinetic Concepts, Inc. ("KCI" or the "Company") (together the "Parties").
EXECUTIVE EQUITY INCENTIVE PLAN PROFITS INTEREST UNIT AWARD AGREEMENTProfits Interest Unit Award Agreement • March 7th, 2016 • Acelity L.P. Inc. • Surgical & medical instruments & apparatus • Delaware
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”):
AMENDMENT NO. 9 TO CREDIT AGREEMENTCredit Agreement • June 17th, 2016 • Acelity L.P. Inc. • Surgical & medical instruments & apparatus • New York
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”).
SETTLEMENT AND RELEASE AGREEMENTSettlement Agreement • July 31st, 2014 • Centaur Guernsey L.P. Inc. • Surgical & medical instruments & apparatus • Delaware
THIS SETTLEMENT AND RELEASE AGREEMENT(the “Settlement Agreement”) is made as of June 30, 2014 (“Effective Date”) between Kinetic Concepts, Inc., a corporation organized under the laws of Texas and having a place of business at 12930 Interstate 10 West, San Antonio, Texas, 78249, and its Affiliates, including its subsidiaries, their successors and assigns, including but not limited to KCI Licensing, Inc., KCI USA, Inc., KCI Medical Resources, Medical Holdings, and KCI Manufacturing (collectively “KCI”) and Wake Forest University Health Sciences, a non-profit corporation organized and existing under the laws of the State of North Carolina and located at Medical Center Boulevard, Winston-Salem, North Carolina 27157, and its Affiliates, including its subsidiaries, their successors and assigns (collectively “WFUHS”).
DATED 1 SEPTEMBER 2014 CHIRON GUERNSEY GP CO. LIMITED and CHIRON GUERNSEY HOLDINGS L.P. INC. acting by its general partner CHIRON HOLDINGS GP, INC. and DENISE FALLAIZELimited Partnership Agreement • November 7th, 2014 • Acelity L.P. Inc. • Surgical & medical instruments & apparatus
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • May 7th, 2014 • Centaur Guernsey L.P. Inc. • Surgical & medical instruments & apparatus • Texas
This Separation and Release Agreement (this "Release Agreement") confirms the terms of the separation of your employment from Kinetic Concepts, Inc. and any of its affiliates and subsidiaries (the "Company").
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • March 11th, 2015 • Acelity L.P. Inc. • Surgical & medical instruments & apparatus • Texas
This Separation and Release Agreement (this "Release Agreement") confirms the terms of the separation of your employment from LifeCell Corporation and any of its affiliates and subsidiaries (the "Company").
NON-EMPLOYEE DIRECTOR SERVICES AGREEMENTNon-Employee Director Services Agreement • May 14th, 2013 • Centaur Guernsey L.P. Inc. • Surgical & medical instruments & apparatus • Texas
This NON-EMPLOYEE DIRECTOR SERVICES AGREEMENT (the “Agreement”) is dated as of April 8, 2013 (the “Effective Date”), by and among Chiron Holdings GP, Inc. (the “General Partner”), the general partner of Chiron Guernsey Holdings L.P. Inc. (the “Partnership”), of which Kinetic Concepts, Inc. and LifeCell Corporation are wholly-owned subsidiaries (the “Companies”), and Tim Guertin (the “TG”).
AMENDMENT NO. 8 TO CREDIT AGREEMENTCredit Agreement • February 10th, 2016 • Acelity L.P. Inc. • Surgical & medical instruments & apparatus • New York
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
AMENDMENT NO. 6 TO CREDIT AGREEMENTCredit Agreement • March 11th, 2015 • Acelity L.P. Inc. • Surgical & medical instruments & apparatus • New York
AMENDMENT NO. 6, dated as of March 10, 2015 (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, 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, and Amendment No. 5 to Credit Agreement, dated January 22, 2014, 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, ACELITY L.P. INC., a Guernsey limited partnership, solely with respect to Sections 5.01 through 5.04, 7.13 and 8.01 of the Credit
AMENDMENT NO. 3 TO CREDIT AGREEMENTCredit Agreement • October 28th, 2013 • Centaur Guernsey L.P. Inc. • Surgical & medical instruments & apparatus • New York
AMENDMENT NO. 3, dated as of October 28, 2013 (this “Amendment”), by and among the Co-Borrowers, Parent, Topco, Holdings, the Lenders party thereto 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 and Amendment No. 2 to Credit Agreement, dated June 14, 2013, 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 (“Holdings”), CHIRON TOPCO, INC., a Delaware corporation (“Topco”), CENTAUR GUERNSEY LP, INC., a Guernsey limited partnership (“Parent”), 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, lett
SHARE PURCHASE AGREEMENTby and betweenSYSTAGENIX WOUND MANAGEMENT COÖPERATIE B.A.SYSTAGENIX HOLDING CORP. andKINETIC CONCEPTS, INC. Dated as of July 26, 2013Share Purchase Agreement • July 30th, 2013 • Centaur Guernsey L.P. Inc. • Surgical & medical instruments & apparatus • New York
SHARE PURCHASE AGREEMENT (“Agreement”), dated as of the 26th day of July, 2013, by and between Systagenix Wound Management Coöperatie B.A., a Netherlands cooperative (“Dutch Seller”), Systagenix Holding Corp., a Cayman Islands exempted company limited by shares (“U.S. Seller,” and together with Dutch Seller, the “Sellers”), and Kinetic Concepts, Inc., a Texas corporation (“U.S. Buyer”).
AMENDMENT NO. 4 TO CREDIT AGREEMENTCredit Agreement • March 10th, 2014 • Centaur Guernsey L.P. Inc. • Surgical & medical instruments & apparatus • New York
AMENDMENT NO. 4, dated as of November 15, 2013 (this “Amendment”), by and among the Co-Borrowers, Parent, Topco, Holdings, the Lenders party thereto 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 and Amendment No. 3 to Credit Agreement, dated October 28, 2013, 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 (“Holdings”), CHIRON TOPCO, INC., a Delaware corporation (“Topco”), CENTAUR GUERNSEY LP, INC., a Guernsey limited partnership (“Parent”), 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
NON-EMPLOYEE DIRECTOR SERVICES AGREEMENTNon-Employee Director Services Agreement • August 14th, 2013 • Centaur Guernsey L.P. Inc. • Surgical & medical instruments & apparatus • Texas
This NON-EMPLOYEE DIRECTOR SERVICES AGREEMENT (the “Agreement”) is dated as of May 27, 2013 (the “Effective Date”), by and among Chiron Holdings GP, Inc. (the “General Partner”), the general partner of Chiron Guernsey Holdings L.P. Inc. (the “Partnership”), of which Kinetic Concepts, Inc. and LifeCell Corporation are wholly-owned subsidiaries (the “Companies”), and James G. Carlson (“JC”).
OMNIBUS AMENDMENT TO CHIRON GUERNSEY HOLDINGS L.P. INC. EXECUTIVE EQUITY INCENTIVE PLAN PROFITS INTEREST UNIT AWARD AGREEMENTProfits Interest Unit Award Agreement • August 18th, 2015 • Acelity L.P. Inc. • Surgical & medical instruments & apparatus
THIS OMNIBUS AMENDMENT (this “Amendment”), dated as of July 23, 2015, amends each Profits Interest Unit Award Agreement (each, an “Agreement”) outstanding as of the date hereof under the Chiron Guernsey Holdings L.P. Inc. Executive Equity Incentive Plan (as amended from time to time, the “Plan”) and is entered into by Chiron Holdings GP, Inc., the general partner of Chiron Guernsey Holdings L.P. Inc. (the “General Partner”). Capitalized terms used but not defined in this Amendment shall have the meanings ascribed thereto in the applicable Agreement or the Plan, as applicable.
AMENDMENT NO. 5 TO CREDIT AGREEMENTCredit Agreement • January 22nd, 2014 • Centaur Guernsey L.P. Inc. • Surgical & medical instruments & apparatus • New York
AMENDMENT NO. 5, dated as of January 22, 2014 (this “Amendment”), by and among the Co-Borrowers, the Guarantors, the Parent GP, the Lenders party thereto 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 and Amendment No. 4 to Credit Agreement, dated November 15, 2013, 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, CENTAUR 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 G
ContractSecurity Agreement • June 22nd, 2016 • Acelity L.P. Inc. • Surgical & medical instruments & apparatus • Texas
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.
Termination of EmploymentSeparation and Release Agreement • May 14th, 2013 • Centaur Guernsey L.P. Inc. • Surgical & medical instruments & apparatus • New Jersey
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 6th, 2014 • Acelity L.P. Inc. • Surgical & medical instruments & apparatus • Texas
AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) dated October 31, 2014, by and between Kinetic Concepts, Inc. (the “Company”) and Joe Woody (the “Executive”).
FIRST AMENDMENT TO EXECUTIVE RETENTION AGREEMENTExecutive Retention Agreement • March 11th, 2015 • Acelity L.P. Inc. • Surgical & medical instruments & apparatus
In connection with that Executive Retention Agreement (“Agreement”) by and between Kinetic Concepts, Inc. (the “Company”) and John T. Bibb (“Executive”), dated effective as of April 7, 2011, the Company and Executive have agreed that the following changes to the Agreement (in bold) have been made effective as of July 16, 2014:
CONFIDENTIALKci Stay Bonus Agreement • March 11th, 2015 • Acelity L.P. Inc. • Surgical & medical instruments & apparatus
Kinetic Concepts, Inc., the parent company of KCI Medical S.r.l. ("KCI") is pleased to provide you with this KCI Stay Bonus Agreement (the "Agreement"), which is designed to incentivize your retention, and continued high performance and dedication following the recent announcement of organizational changes. This Agreement provides for the payment of a retention or stay incentive, under certain conditions, as discussed more fully below.
May 9, 2013Stay Bonus Agreement • March 10th, 2014 • Centaur Guernsey L.P. Inc. • Surgical & medical instruments & apparatus
Personal and ConfidentialLetter of Understanding • March 7th, 2016 • Acelity L.P. Inc. • Surgical & medical instruments & apparatus
This offer is being made by Kinetic Concepts, Inc., the parent company of KCI Medical S.r.l. (“KCI”). Following your execution of this letter of understanding, we will provide you with a form of an Italian employment agreement with KCI Medical S.r.l. This employment will reflect the new terms and conditions of being offered to you, as described below, and will also incorporate the other terms and conditions of your current employment agreement.
KEY EMPLOYEE RETENTION AGREEMENTKey Employee Retention Agreement • May 14th, 2013 • Centaur Guernsey L.P. Inc. • Surgical & medical instruments & apparatus • Texas
This Key Employee Retention Agreement (the "Agreement") is effective as of May 6, 2013 (the "Effective Date"), by and between Robert P. Hureau (the "Employee"), and Kinetic Concepts, Inc. (the "Company") (together the "Parties").
SECOND AMENDMENT TO KEY EMPLOYEE RETENTION AGREEMENTKey Employee Retention Agreement • May 14th, 2013 • Centaur Guernsey L.P. Inc. • Surgical & medical instruments & apparatus
In connection with that Key Employee Retention Agreement (“Agreement”) by and between Kinetic Concepts, Inc. (the “Company”) and Teresa A. Johnson (“Employee”) and dated effective as of January 2008, the Company and Employee have agreed that the following changes to the Agreement (in bold) have been made effective as of January 1, 2013:
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • June 14th, 2013 • Centaur Guernsey L.P. Inc. • Surgical & medical instruments & apparatus • New York
AMENDMENT NO. 2, dated as of June 14, 2013 (this “Amendment”), by and among the Co-Borrowers, the Guarantors, the Parent GP, the Lenders party thereto 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, 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 (t
