REGISTRATION RIGHTS AGREEMENT by and among Chiron Merger Sub, Inc.Registration Rights Agreement • November 6th, 2012 • KCI Animal Health, LLC • Miscellaneous furniture & fixtures • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 4, 2011, by and among Chiron Merger Sub, Inc., a Texas corporation (“Merger Sub”), Kinetic Concepts, Inc., a Texas corporation (“KCI”), KCI USA, Inc., a Delaware corporation (“KCI USA”), each of the entities listed on the signature pages hereto as Guarantors and Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Credit Suisse Securities (USA) LLC, as representatives for the several Initial Purchasers listed on Schedule A to the Purchase Agreement (as defined below) (collectively, the “Initial Purchasers”), all of whom have agreed to purchase Issuer’s $750,000,000 12.5% Senior Notes due 2019 (the “Initial Notes”) jointly and severally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement (as defined below). The Initial Notes and the Guarantees are herein collectively referred to as the “Initial Securities.”
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 6th, 2012 • KCI Animal Health, LLC • Miscellaneous furniture & fixtures • New York
This INDEMNIFICATION AGREEMENT, dated as of November 4, 2011 (the “Agreement”), is among Chiron Guernsey Holdings L.P. Inc., a Guernsey limited partnership (“Guernsey Parent LP”), Chiron Holdings GP, Inc., a Delaware corporation and the general partner of Guernsey Parent LP (“Guernsey Parent GP”), Chiron Guernsey L.P. Inc., a Guernsey limited partnership (“Guernsey Sub LP”), Chiron Guernsey GP Co. Limited, a Guernsey limited company and the general partner of Guernsey Sub LP (“Guernsey Sub GP”), Chiron Topco, Inc., a Delaware corporation and wholly-owned subsidiary of Guernsey Sub LP (“Topco”), Chiron Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of Topco (“Parent”), Kinetic Concepts, Inc., a Texas corporation and wholly-owned subsidiary of Parent (the “Company” and, together with Guernsey Parent LP, Guernsey Parent GP, Guernsey Sub LP, Guernsey Sub GP, Topco and Parent, the “Company Entities”), and Apax Partners, L.P., CPPIB Equity Investments Inc. and Datura Priv
CREDIT AGREEMENTCredit Agreement • November 6th, 2012 • KCI Animal Health, LLC • Miscellaneous furniture & fixtures • New York
