FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • January 24th, 1996 • Kinetic Concepts Inc /Tx/ • Miscellaneous furniture & fixtures • New York
DATED 18TH APRIL, 1997 (1) THE PERSONS NAMED IN THE FIRST SCHEDULE and (2) KCI INTERNATIONAL, INC. AGREEMENT FOR THE SALE AND PURCHASE OF 80% of the issued share capital of Ethos Medical Group Limited L.K. Shields & Partners, 39-40 Upper Mount Street,...Agreement • August 14th, 1997 • Kinetic Concepts Inc /Tx/ • Miscellaneous furniture & fixtures
ii) any change in the time, manner or place of payment of, or in any other term of, all of the Guaranteed Obligation or any other obligations of any other person under the Transaction Agreement, or any other amendment or waiver of or any consent to...Guarantee Agreement • October 8th, 1997 • Kinetic Concepts Inc /Tx/ • Miscellaneous furniture & fixtures
ASSET PURCHASE AGREEMENT This Asset Purchase Agreement ("Agreement") is made and entered into as of the 27th day of January, 1997 by and among Hydrothermic Floatation Systems, Inc., a California corporation ("Seller"), Y. Jeremy Levy ("Shareholder")...Asset Purchase Agreement • May 8th, 1997 • Kinetic Concepts Inc /Tx/ • Miscellaneous furniture & fixtures • Delaware
ARTICLE 1 SALE OF ASSETS 1.01 Sale of Assets. Seller hereby agrees that, subject to the terms, provisions and conditions of this Agreement, Seller shall transfer, sell, assign, convey and deliver to Buyer, and Buyer shall purchase from Seller, on the...Asset Purchase Agreement • May 8th, 1997 • Kinetic Concepts Inc /Tx/ • Miscellaneous furniture & fixtures • Texas
ARTICLE III REPRESENTATIONS AND WARRANTIES AND COVENANTS OF THE PLEDGORStock Pledge Agreement • November 3rd, 1995 • Kinetic Concepts Inc /Tx/ • Miscellaneous furniture & fixtures
EXECUTION VERSION CREDIT AGREEMENT dated as of July 31, 2007Credit Agreement • August 6th, 2007 • Kinetic Concepts Inc /Tx/ • Miscellaneous furniture & fixtures • New York
EXECUTION COPY THIRD AMENDMENT, dated as of February 24, 2000 (this "Amendment"), to the CREDIT AND GUARANTEE AGREEMENT, dated as of November 3, 1997 (as amended prior to the date hereof and as the same may be further amended, supplemented or...Third Amendment • May 12th, 2000 • Kinetic Concepts Inc /Tx/ • Miscellaneous furniture & fixtures • New York
1 [KCI LETTERHEAD] October 8, 1997 Dear Shareholder: On behalf of the Board of Directors of Kinetic Concepts, Inc. (the "Company" or "KCI"), I am pleased to inform you that KCI has entered into a Transaction Agreement, dated as of October 2, 1997 (the...Kinetic Concepts Inc /Tx/ • October 8th, 1997 • Miscellaneous furniture & fixtures
SHARE PURCHASE AGREEMENT Made as of July 31, 1997 Between KCI EQUI-TRON INC. as Purchaser and JAMES H. ALEXANDER ELLEANOR ALEXANDER and SCOTT ALEXANDER as VendorsShare Purchase Agreement • October 29th, 1997 • Kinetic Concepts Inc /Tx/ • Miscellaneous furniture & fixtures • Ontario
EXHIBIT 10.1 AMENDMENT NO. 3 TO THE CREDIT AGREEMENT AND AMENDMENT NO. 1 TO THE GUARANTEE AND COLLATERAL AGREEMENT Dated as of December 21, 2004 AMENDMENT NO. 3 TO THE CREDIT AGREEMENT AND AMENDMENT NO. 1 TO THE GUARANTEE AND COLLATERAL AGREEMENT...Credit Agreement • December 23rd, 2004 • Kinetic Concepts Inc /Tx/ • Miscellaneous furniture & fixtures • New York
CREDIT AGREEMENT Dated as of November 4, 2011 among KINETIC CONCEPTS, INC. and KCI USA, INC., as Co-Borrowers, CHIRON MERGER SUB, INC., as the Initial Borrower, CHIRON HOLDINGS, INC., as Holdings, CHIRON TOPCO, INC., as Topco, CHIRON GUERNSEY LP,...Credit Agreement • November 10th, 2011 • Kinetic Concepts Inc • Miscellaneous furniture & fixtures • New York
This CREDIT AGREEMENT (“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”).
CREDIT AGREEMENT Dated as of May 19, 2008 among KINETIC CONCEPTS, INC., as Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and The other LENDERS party hereto BANC OF AMERICA SECURITIES LLC and J.P. MORGAN...Credit Agreement • May 23rd, 2008 • Kinetic Concepts Inc /Tx/ • Miscellaneous furniture & fixtures • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of May 19, 2008, among KINETIC CONCEPTS, INC., a Texas corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
NOW, THEREFORE, in consideration of the premises and of the mutual agreements and covenants set forth herein and in the Transaction Agreement, the parties hereto agree as follows: 2 2 ARTICLE I THE OPTIONSShareholder Support Agreement • October 8th, 1997 • Kinetic Concepts Inc /Tx/ • Miscellaneous furniture & fixtures • Delaware
Replaces: UHC Agreements (CE-219, CE-269 and MS-94443) And VHA Agreement (CE146)Supplier Agreement • March 31st, 1999 • Kinetic Concepts Inc /Tx/ • Miscellaneous furniture & fixtures • Texas
AGREEMENT AND PLAN OF MERGER by and among KINETIC CONCEPTS, INC. LEOPARD ACQUISITION SUB, INC. and LIFECELL CORPORATION Dated April 7, 2008Agreement and Plan of Merger • April 7th, 2008 • Kinetic Concepts Inc /Tx/ • Miscellaneous furniture & fixtures • Delaware
AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated April 7, 2008, by and among KINETIC CONCEPTS, INC., a Texas corporation (“Parent”), LEOPARD ACQUISITION SUB, INC., a Delaware corporation and a wholly-owned subsidiary of Parent (the “Purchaser”), and LIFECELL CORPORATION, a Delaware corporation (the “Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 24th, 2010 • Kinetic Concepts Inc • Miscellaneous furniture & fixtures • New Jersey
This Employment Agreement (“Agreement”), dated April 7, 2008 is entered into by and between LIFECELL CORPORATION, a Delaware corporation, having its principal place of business at One Millenium Way, Branchburg, New Jersey 08876 (“Employer”), and LISA COLLERAN (“Employee”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Merger Agreement (as defined below).
EXECUTIVE RETENTION AGREEMENTExecutive Retention Agreement • February 26th, 2008 • Kinetic Concepts Inc /Tx/ • Miscellaneous furniture & fixtures • Texas
This Executive Retention Agreement (the "Agreement") is effective as of February 21, 2007 (the "Effective Date"), by and between Lynne D. Sly (the "Executive"), and Kinetic Concepts, Inc. ("KCI" or the "Company") (together the "Parties").
FORM OF AWARD AGREEMENT MANAGEMENT EQUITY AGREEMENT, dated as of [ ], 1997, between KINETIC CONCEPTS, INC., a Texas corporation (the "Company"), and the other party signatory hereto (the "Participant"). [WHEREAS, the Participant has agreed to retain...Form of Award Agreement • October 8th, 1997 • Kinetic Concepts Inc /Tx/ • Miscellaneous furniture & fixtures • Delaware
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”).
AGREEMENT AND PLAN OF MERGER among CHIRON HOLDINGS, INC., CHIRON MERGER SUB, INC. and KINETIC CONCEPTS, INC. Dated as of July 12, 2011Agreement and Plan of Merger • July 14th, 2011 • Kinetic Concepts Inc • Miscellaneous furniture & fixtures • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of July 12, 2011 (this Agreement”), among Chiron Holdings, Inc., a Delaware corporation (“Parent”), Chiron Merger Sub, Inc., a Texas corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”), and Kinetic Concepts, Inc., a Texas corporation (the “Company”).
b) Option Period. The Exchange Options shall not be exercisable following the tenth anniversary of the date of grant of the Old Options for which such Exchange Options were exchanged (the "Old Date of Grant"), which shall be listed at the foot of this...Management Equity Agreement • October 8th, 1997 • Kinetic Concepts Inc /Tx/ • Miscellaneous furniture & fixtures • Delaware
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.
KINETIC CONCEPTS, INC. NON-EMPLOYEE DIRECTOR NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • August 8th, 2008 • Kinetic Concepts Inc /Tx/ • Miscellaneous furniture & fixtures • Texas
THIS AGREEMENT (the “Option Agreement”) is made and entered into as of _______________, 200__ (the “Date of Grant”), by and between Kinetic Concepts, Inc., a Texas corporation (the “Company”), and [_________________________] (the “Optionee”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Company’s 2008 Omnibus Stock Incentive Plan (the “Plan”). Where the context permits, references to the Company or any of its Subsidiaries or affiliates shall include the successors to the foregoing.
EXHIBIT 10.1 AMENDED AND RESTATED AGREEMENT AMONG SHAREHOLDERS This Amended And Restated Agreement Among Shareholders (this "Agreement"), dated as of January 26, 2005, by and among Kinetic Concepts, Inc., a Texas corporation (the "Company"), and each...Agreement Among Shareholders • January 27th, 2005 • Kinetic Concepts Inc /Tx/ • Miscellaneous furniture & fixtures • Delaware
WAKE FOREST UNIVERSITY LICENSE AGREEMENTForest University License Agreement • February 23rd, 2004 • Kinetic Concepts Inc /Tx/ • Miscellaneous furniture & fixtures • North Carolina
THIS AGREEMENT (the "Agreement"), effective October 6th, 1993, is made between WAKE FOREST UNIVERSITY, an educational institution organized under the laws of the State of North Carolina having its principal offices at Winston-Salem, North Carolina 27109 ("Wake Forest"), and KINETIC CONCEPTS, INC., a Texas corporation with principal offices at 8023 Vantage Drive, San Antonio, Texas 78216 ("KCI"):
KINETIC CONCEPTS, INC. 2004 EQUITY PLAN NONQUALIFIED STOCK OPTION AGREEMENTPlan Nonqualified Stock Option Agreement • February 23rd, 2007 • Kinetic Concepts Inc /Tx/ • Miscellaneous furniture & fixtures • Texas
THIS AGREEMENT (the “Option Agreement”) is made and entered into as of November 6, 2006 (the “Date of Grant”), by and between Kinetic Concepts, Inc., a Texas corporation (the “Company”), and Catherine M. Burzik (the “Optionee”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Company’s 2004 Equity Plan (the “Plan”). Where the context permits, references to the Company or any of its Subsidiaries or affiliates shall include the successors to the foregoing.
RE: Confidentiality AgreementKinetic Concepts Inc /Tx/ • April 21st, 2008 • Miscellaneous furniture & fixtures • New York
Kinetic Concepts, Inc. (“Buyer”) has expressed an interest in exploring a transaction (a “Transaction”) involving the possible acquisition (by merger, consolidation or otherwise) of all of the outstanding shares of capital stock of LifeCell Corporation, a Delaware corporation (together with its subsidiaries and affiliates, the “Company”), and has requested certain information relating to the Company. As a condition to any information being furnished to Buyer and its Representatives (as defined below), Buyer and the Company agree to be bound by the terms and conditions set forth in this letter agreement (“this Agreement”). Buyer further agrees to inform each of its Representatives to whom any information subject to this Agreement is disclosed of the terms and conditions of this Agreement, and to cause each such Representative to fully observe and be bound by this Agreement (other than Section 11 hereof, except as provided therein) to the same extent as if such Representative were Buyer.
KINETIC CONCEPTS, INC. INTERNATIONAL STOCK OPTION AGREEMENTInternational Stock Option Agreement • May 4th, 2010 • Kinetic Concepts Inc • Miscellaneous furniture & fixtures • Texas
THIS AGREEMENT (the “Option Agreement”) is made and entered into as of (the “Date of Grant”), by and between Kinetic Concepts, Inc., a Texas corporation (the “Company”), and [] (the Optionee”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Company’s 2008 Omnibus Stock Incentive Plan (the “Plan”). Where the context permits, references to the Company or any of its Subsidiaries or affiliates shall include the successors to the foregoing.
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”).
November 2, 2011Merger Agreement • November 3rd, 2011 • Kinetic Concepts Inc • Miscellaneous furniture & fixtures • Texas
AVAIL MEDICAL PRODUCTS, INC. & KINETIC CONCEPTS, INC. AMENDED AND RESTATED MANUFACTURING AGREEMENTManufacturing Agreement • February 23rd, 2004 • Kinetic Concepts Inc /Tx/ • Miscellaneous furniture & fixtures • Texas
This Amended and Restated Manufacturing Agreement (this "Agreement") is made and entered into as of the 18th day of December, 2002, by and between Kinetic Concepts, Inc., a Texas corporation having an address of 8023 Vantage Drive, San Antonio, TX 78230 ("KCI") and Avail Medical Products, Inc., a Delaware corporation with principal offices at 201 Main Street, Suite 1660, Fort Worth, Texas 76102 ("Avail"). It is understood that this Agreement will inure to the benefit of all subsidiaries and affiliates of KCI, as well as KCI (collectively, the "KCI Affiliates") and will be effective as of October 1, 2002 (the "Effective Date").
KINETIC CONCEPTS, INC. THE SUBSIDIARY BORROWERS FROM TIME TO TIME PARTIES HERETO SECOND AMENDED AND RESTATED CREDIT AND GUARANTEE AGREEMENT April 4, 2002 (amending and restating the Amended and Restated Credit and Guarantee Agreement, dated as of June...Credit and Guarantee Agreement • May 14th, 2002 • Kinetic Concepts Inc /Tx/ • Miscellaneous furniture & fixtures • New York
CHIRON MERGER SUB, INC., as initial Issuer and KINETIC CONCEPTS, INC. AND KCI USA, INC., as joint and several Issuer, the GUARANTORS party hereto AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee $750,000,000 12.5% Senior Notes due 2019 INDENTURE...Chiron Merger • November 10th, 2011 • Kinetic Concepts Inc • Miscellaneous furniture & fixtures • New York
INDENTURE dated as of November 4, 2011, among CHIRON MERGER SUB, INC., a Texas corporation (“Chiron”), KINETIC CONCEPTS, INC., a Texas corporation (“KCI”) and KCI USA, INC., a Delaware corporation (“KCI USA”), the Guarantors party hereto and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (in such capacity, the “Trustee”).
