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”).
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.
HALYARD HEALTH, INC. NONQUALIFIED STOCK OPTION AWARD AGREEMENTAward Agreement • November 4th, 2014 • Halyard Health, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This Award, granted on , by Halyard Health, Inc., a Delaware corporation (hereinafter called the “Corporation”), to (the “Participant”) is subject to the terms and conditions of the Halyard Health, Inc. Equity Participation Plan (the “Plan”) and this Award Agreement, including any country-specific terms and conditions contained in Appendix A to this Award Agreement.
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.
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”).
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.
