EX-10.30 7 a2125393zex-10_30.htm EXHIBIT 10.30
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Exhibit 10.30


AMENDMENT NO. 1
TO THE CREDIT AGREEMENT

        AMENDMENT NO. 1 dated as of December 5, 2003 (this "Amendment No. 1") to the Credit Agreement (as defined below) among KINETIC CONCEPTS, INC., as borrower (the "Borrower"), the banks, financial institutions and other institutional lenders parties to the Credit Agreement referred to below (collectively, the "Lenders") and MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent (the "Administrative Agent"). Capitalized terms defined in the Credit Agreement (as defined below) and not otherwise defined herein are being used herein as therein defined.

        PRELIMINARY STATEMENTS:

        (1)   The Borrower, the Lenders and the Administrative Agent are parties to that certain Credit Agreement dated as of August 11, 2003 (the "Credit Agreement") among the Borrower, the Lenders party thereto, the Administrative Agent, Morgan Stanley & Co. Incorporated, as collateral agent for the Lenders thereunder, Credit Suisse First Boston, as syndication agent for the Lenders thereunder, Wells Fargo Bank, National Association, as issuing bank for the Lenders thereunder and JPMorgan Chase Bank, Wells Fargo Bank, National Association and The Bank of Nova Scotia, as documentation agents for the Lenders thereunder.

        (2)   The Borrower has requested that the Credit Agreement be amended on the terms set forth below; and

        (3)   The undersigned Lenders and Administrative Agent are willing to so amend the Credit Agreement on the terms and conditions of this Amendment No. 1;

        NOW, THEREFORE, it is hereby agreed as follows:

        SECTION 1. Amendments. The Credit Agreement is, effective as of the Amendment Effective Date (as hereinafter defined), amended as follows:

            (a)   Section 1.1 of the Credit Agreement is amended by adding the following definition thereto to appear in proper alphabetical order:

            "Available Proceeds": at a particular time, the sum of (i) the net after Tax proceeds received pursuant to that certain Settlement Agreement, dated as of December 31, 2002, by and between the Company, certain of its subsidiaries and shareholders, and Hillenbrand Industries, Inc., certain of its subsidiaries and shareholders and (ii) cash strike payments from the exercise of options and the estimated tax benefit to the Company from the Transactions, including the exercise or repurchase of stock options in connection therewith less the aggregate amount of such proceeds applied by the Borrower prior to such time to the purchase or redemption of the Senior Subordinated Notes in accordance with the provisions of Section 8.10(a) less the aggregate amount of such proceeds applied by the Borrower prior to such time to the consummation of a Permitted Post Closing Redemptions.

            (b)   The definition of "Permitted Post Closing Redemptions" contained in Section 1.1 of the Credit Agreement is amended in its entirety and replaced by the following:

            "Permitted Post Closing Redemptions': any repurchases or redemptions of the Company's Capital Stock with: (i) the Available Proceeds at the time of such repurchase or redemption or (ii) the cash proceeds from the issuance of the Convertible Preferred; provided, however, in the case of clause (i), such repurchases or redemptions must be completed prior to June 30, 2004, and in the case of clause (ii), such repurchases or redemptions must be completed prior to October 31, 2003."

            (c)   Section 8.9 of the Credit Agreement is amended by adding the word "other" immediately before the word "Person" in line four of the lead in paragraph thereof.



            (d)   Section 8.10(a) of the Credit Agreement is amended in its entirety and replaced by the following:

            "(a) Make any optional payment or prepayment on or redemption, purchase or defeasance of any Senior Subordinated Notes (other than any refinancing thereof with the Net Cash Proceeds of any Subordinated Debt permitted under subsection 8.2(j)(ii)) or any other Subordinated Debt (other than the Existing Subordinated Notes); provided, that the Company may make any optional payment or prepayment on, or redeem, purchase, defease or otherwise acquire any Senior Subordinated Notes or other Subordinated Debt (i) with the Available Proceeds at the time of such payment, prepayment, redemption, purchase, defeasance or acquisition or (ii) (x) so long as the Leverage Ratio, on a pro forma basis giving effect to such payment, prepayment, redemption, purchase, defeasance or other acquisition, is less than 2.25:1, (y) such payment, prepayment, redemption, purchase, defeasance or other acquisition is not in an amount greater than 105% of the principal amount of such Senior Subordinated Notes or other Subordinated Debt being paid, prepaid, redeemed, purchased, defeased or otherwise acquired and (z) no Event of Default has occurred and is continuing or would result therefrom,"

        SECTION 2. Effectiveness. This Amendment No. 1 shall become effective as of the date first above written (the "Amendment Effective Date") upon the receipt by the Administrative Agent of the following: (a) counterparts of this Amendment No. 1 executed by the Borrower and the Required Lenders (or, as to any of the Required Lenders, advice satisfactory to the Administrative Agent that such Lender has executed this Amendment No. 1) and acknowledged by the Administrative Agent, (b) counterparts of the Consent appended hereto, executed by each Loan Party (other than the Borrower) and (c) payment for all fees, costs and expenses of the Administrative Agent and the Lenders which have been invoiced to the Borrower and are due and payable (including, without limitation, any fees, costs and expenses due and payable pursuant to Section 4 below) as of the date of the Borrower's execution hereof.

        SECTION 3. Consent. The Lenders hereby consent and acknowledge that any Senior Subordinated Note that is redeemed, purchased, defeased or otherwise acquired pursuant to Section 8.10 of the Credit Agreement does not have to be pledged under the Guarantee and Collateral Agreement and may be retired or cancelled.

        SECTION 4. Effect on Loan Documents. On and after the effectiveness of this Amendment No. 1, each reference in the Credit Agreement to "this Agreement", "hereunder", "hereof" or words of like import referring to the Credit Agreement, and each reference in each other Loan Document to "the Credit Agreement", "thereunder", "thereof" or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Amendment No. 1. Except as specifically amended above, the Credit Agreement and each other Loan Document is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed. The execution, delivery and effectiveness of this Amendment No. 1 shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.

        SECTION 5. Payment of Fees. The Borrower agrees to pay on demand all out-of-pocket costs and expenses of the Agents and Agent-Related Persons in connection with the preparation, execution and delivery of this Amendment No. 1, including, without limitation, the reasonable fees and expenses of one outside counsel to the Agents (including the reasonable allocated fees and expenses of in-house counsel) in accordance with the terms of Section 11.5 of the Credit Agreement.

        SECTION 6. Execution in Counterparts. This Amendment No. 1 may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment No. 1 by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment No. 1.

        SECTION 7. Governing Law. This Amendment No. 1 and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.


        IN WITNESS WHEREOF, the undersigned have each caused this Amendment No. 1 to be duly executed and delivered by their proper and duly authorized officer as of the day and year first above written.

    KINETIC CONCEPTS, INC.

 

 

By:

/s/  
DENNERT O. WARE      
Name: Dennert O. Ware
Title:

    MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent, Joint Lead Arranger, Joint Book Manager and Lender

 

 

By:

/s/  
EUGENE F. MARTIN      
Name: Eugene F. Martin
Title: Vice President

    MORGAN STANLEY & CO. INCORPORATED, as Collateral Agent

 

 

By:

/s/  
EUGENE F. MARTIN      
Name: Eugene F. Martin
Title: Managing Director

    CREDIT SUISSE FIRST BOSTON, ACTING THROUGH ITS CAYMAN ISLANDS BRANCH, as Syndication Agent, Joint Lead Arranger, Joint Book Manager and Lender

 

 

By:

/s/  
SOVONNA DAY-GOINS      
Name: SOVONNA DAY-GOINS
Title: VICE PRESIDENT

 

 

By:

/s/  
S. WILLIAM FOX      
Name: S. WILLIAM FOX
Title: DIRECTOR

    JPMORGAN CHASE BANK, as Documentation Agent and Lender

 

 

By:

/s/  
H. DAVID JONES      
Name: H. DAVID JONES
Title: VICE PRESIDENT

    THE BANK OF NOVA SCOTIA, as Documentation Agent and Lender

 

 

By:

/s/  
CAROLYN A. CALLOWAY      
Name: Carolyn A. Calloway
Title: Managing Director

    BANK ONE, NA, as Lender

 

 

By:

/s/  
CLAY D. JETT      
Name: Clay D. Jett
Title: First Vice President

    ERSTE BANK, NEW YORK, as Lender

 

 

By:

/s/  
PAUL JUDICKE      
Name: Paul Judicke
Title: Vice President

 

 

By:

/s/  
BRYAN J. LYNCH      
Name: BRYAN J. LYNCH
Title: FIRST VICE PRESIDENT

    FLEET NATIONAL BANK, as Lender

 

 

By:

/s/  
DAVID G. WENGER      
Name: David G. Wenger
Title: Director

    GENERAL ELECTRIC CAPITAL CORPORATION, as Lender

 

 

By:

/s/  
STEVE WARNER      
Name: Steve Warner
Title: Duly Authorized Signatory

    NATIONAL CITY BANK, as Lender

 

 

By:

/s/  
JENNIFER R. HAMMARLUND      
Name: JENNIFER R. HAMMARLUND
Title: VICE PRESIDENT

    Addison CDO, Limited, as Lender

 

 

By:

 

Pacific Investment Management Company LLC,
as its Investment Advisor

 

 

 

 

By:

/s/  
MOHAN V. PHANSALKAR      
Mohan V. Phansalkar
Executive Vice President

    APEX (IDM) CDO I, LTD.
ELC (CAYMAN) LTD. CDO SERIES 1999-I
ELC (CAYMAN) LTD. 1999-II
ELC (CAYMAN) LTD. 1999-III
ELC (CAYMAN) LTD. 2000-I
TRYON CLO LTD. 2000-I, as Lender
By: David L. Babson & Company Inc. as Collateral Manager

 

 

By:

/s/  
ADRIENNE MUSGING      
Name: Adrienne Musging
Title: Managing Director

    APEX (Trimaran) CDO I, LTD., as Lender
By Trimaran Advisors, L.L.C.

 

 

By:

/s/  
DAVID M. MILLISON      
Name: David M. Millison
Title: Managing Director

    [Print Name of Financial Institution], as Lender

 

 

Ares IV CLO Ltd.

 

 

By:

Ares CLO Management IV, L.P.,
Investment Manager

 

 

By:

Ares CLO GP IV, LLC,
Its Managing Member

 

 

By:

/s/  
JEFF MOORE      
Name: JEFF MOORE
Title: VICE PRESIDENT

 

 

Ares V CLO Ltd.

 

 

By:

ARES CLO Management V, LP,
Investment Manager

 

 

By:

ARES CLO GP V, LLC,
Its Managing Member

 

 

By:

/s/  
JEFF MOORE      
Name: JEFF MOORE
Title: VICE PRESIDENT

 

 

Ares VI CLO Ltd.

 

 

By:

Ares CLO Management VI, L.P.
Investment Manager

 

 

By:

Ares CLO GP VI, LLC
Its Managing Member

 

 

By:

/s/  
JEFF MOORE      
Name: JEFF MOORE
Title: VICE PRESIDENT

 

 

Ares VII CLO Ltd.

 

 

By:

Ares CLO Management VII, L.P.,
Investment Manager

 

 

By:

Ares CLO GP VII, LLC,
Its General Partner

 

 

By:

/s/  
JEFF MOORE      
Name: JEFF MOORE
Title: VICE PRESIDENT

    Athena CDO, Limited, as Lender

 

 

By:

 

Pacific Investment Management Company LLC, as its Investment Advisor

 

 

 

 

By:

/s/  
MOHAN V. PHANSALKAR      
Mohan V. Phansalkar
Executive Vice President

    Atrium CDO, as Lender

 

 

By:

/s/  
ANDREW H. MARSHAK      
Name: Andrew H. Marshak
Title: Authorized Signatory

    AURUM CLO 2002-I LTD.

 

 

By: Columbia Management Advisors, Inc. (f/k/a Stein Roe & Farnham Incorporated), As Investment Manager

 

 

as Lender

 

 

By:

/s/  
JAMES R. FELLOWS      
Name: James R. Fellows
Title: Sr. Vice President & Portfolio Manager

    Sankaty Advisors, LLC as Collateral Manager for AVERY POINT CLO, LTD., as Term Lender                        , as Lender

 

 

By:

/s/  
TIMOTHY BARNS      
Name: TIMOTHY BARNS
Title: SENIOR VICE PRESIDENT

    BABSON CLO LTD. 2003-I, as Lender

 

 

By: David L. Babson & Company Inc. as Collateral Manager

 

 

By:

/s/  
ADRIENNE MUSGING      
Name: Adrienne Musging
Title: Managing Director

BALLYROCK CDO I Limited, By: BALLYROCK Investment Advisors LLC, as Collateral Manager

 

 

By:

/s/  
LISA RYMUT      
Name: Lisa Rymut
Title: Assistant Treasurer

BALLYROCK CLO II Limited, By: BALLYROCK Investment Advisors LLC, as Collateral Manager

 

 

By:

/s/  
LISA RYMUT      
Name: Lisa Rymut
Title: Assistant Treasurer

    Bedford CDO, Limited, as Lender

 

 

By:

 

Pacific Investment Management Company LLC,
as its Investment Advisor

 

 

 

 

By:

/s/  
MOHAN V. PHANSALKAR      
Mohan V. Phansalkar
Executive Vice President

    BILL & MELINDA GATES FOUNDATION, as Lender

 

 

By: David L. Babson & Company Inc., as Investment Adviser

 

 

By:

/s/  
ADRIENNE MUSGING      
Name: Adrienne Musging
Title: Managing Director

    BRYN MAWR CLO, Ltd.

 

 

By: Deerfield Capital Management LLC as its Collateral Manager

 

 

By:

/s/  
DALE BURROW      
Name: Dale Burrow
Title: Senior Vice President

    CAPTIVA IV Finance Ltd., as Lender
as advised by Pacific Investment Management Company LLC

 

 

By:

/s/  
DAVID DYER      
David Dyer
Director

    Sankaty Advisors, LLC as Collateral Manager for Castle Hill I—INGOTS, Ltd., as Term Lender                        , as Lender

 

 

By:

/s/  
TIMOTHY BARNS      
Name: TIMOTHY BARNS
Title: SENIOR VICE PRESIDENT

    Sankaty Advisors, LLC as Collateral Manager for Castle Hill II—INGOTS, Ltd., as Term Lender                        , as Lender

 

 

By:

/s/  
TIMOTHY BARNS      
Name: TIMOTHY BARNS
Title: SENIOR VICE PRESIDENT

    Catalina CDO Ltd., as Lender

 

 

By:

 

Pacific Investment Management Company LLC, as its Investment Advisor

 

 

 

 

By:

/s/  
MOHAN V. PHANSALKAR      
Mohan V. Phansalkar
Executive Vice President

    CITICORP INSURANCE AND INVESTMENT TRUST, as Lender

 

 

By TRAVELERS ASSET MANAGEMENT INTERNATIONAL COMPANY LLC

 

 

By:

/s/  
MATTHEW J. MCINERNY      
Name: MATTHEW J. MCINERNY
Title: INVESTMENT OFFICER

    Clydesdale CLO 2001-I, Ltd., as Lender

NOMURA CORPORATE RESEARCH
AND ASSET MANAGEMENT INC.
AS
COLLATERAL MANAGER

 

By:

/s/  
ELIZABETH MACLEAN      
Name: Elizabeth MacLean
Title: Director

    Clydesdale CLO 2003 Ltd., as Lender

NOMURA CORPORATE RESEARCH
AND ASSET MANAGEMENT INC.,
AS
AGENT

 

By:

/s/  
ELIZABETH MACLEAN      
Name: Elizabeth MacLean
Title: Director

    COLUMBIA FLOATING RATE LIMITED LIABILITY COMPANY
(f/k/a Stein Roe Floating Rate Limited Liability Company)

 

 

By: Columbia Management Advisors, Inc.
As Advisor

 

 

as Lender

 

 

By:

/s/  
JAMES R. FELLOWS      
Name: James R. Fellows
Title. Sr. Vice President & Portfolio Manager

    Continental Assurance Company on behalf of its Separate Account (E), as Lender

 

 

By:

/s/  
MARILOU R. MCGIRR      
Name: Marilou R. McGirr
Title: Vice President and Assistant Treasurer

    COSTANTINUS EATON VANCE CDO V, LTD.

 

 

BY:

EATON VANCE MANAGEMENT, as Lender
AS INVESTMENT ADVISOR

 

 

By:

/s/  
PAYSON F. SWAFFIELD      
Name: Payson F. Swaffield
Title: Vice President

    Credit Lyonnais New York Branch

 

 

By:

/s/  
CHARLES HEIDSIECK      
Charles Heidsieck
Senior Vice President

    CSAM Funding I, as Lender

 

 

By:

/s/  
ANDREW H. MARSHAK      
Name: Andrew H. Marshak
Title: Authorized Signatory

    CSAM Funding III, as Lender

 

 

By:

/s/  
ANDREW H. MARSHAK      
Name: Andrew H. Marshak
Title: Authorized Signatory

    CLOSE INTERNATIONAL CUSTODY SERVICES LIMITED RR CYPRESSTREE INTERNATIONAL LOAN HOLDING COMPANY LIMITED

 

 

By:
CYPRESSTREE STRATEGIC DEBT MANAGEMENT CO., INC. as Investment Adviser

SECTION 8.

 

By:

/s/  
RICARDO CARDONA      
Name: Ricardo Cardona
Title: Investment Analyst

    EATON VANCE CDO III, LTD.

 

 

BY:

EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR as Lender

 

 

By:

/s/  
PAYSON F. SWAFFIELD      
Name: Payson F. Swaffield
Title: Vice President

    EATON VANCE CDO IV, LTD.

 

 

BY:

EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR, as Lender

 

 

By:

/s/  
PAYSON F. SWAFFIELD      
Name: Payson F. Swaffield
Title: Vice President

    EATON VANCE CDO VI, LTD.

 

 

BY:

EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR, as Lender

 

 

By:

/s/  
PAYSON F. SWAFFIELD      
Name: Payson F. Swaffield
Title: Vice President

    EATON VANCE INSTITUTIONAL SENIOR LOAN FUND

 

 

BY:

EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR, as Lender

 

 

By:

/s/  
PAYSON F. SWAFFIELD      
Name: Payson F. Swaffield
Title: Vice President

    EATON VANCE LIMITED DURATION INCOME FUND

 

 

BY:

EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR, as Lender

 

 

By:

/s/  
PAYSON F. SWAFFIELD      
Name: Payson F. Swaffield
Title: Vice President

    EATON VANCE SENIOR INCOME TRUST

 

 

BY:

EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR, as Lender

 

 

By:

/s/  
PAYSON F. SWAFFIELD      
Name: Payson F. Swaffield
Title: Vice President

    Fidelity Advisor Series II: Fidelity Advisor Floating Rate High Income Fund

 

 

By:

/s/  
JOHN H. COSTELLO      
Name: John H. Costello
Title: Assistant Treasurer

    First SunAmerica Life Insurance Company

 

 

By: AIG Global Investment Corp., Its Investment Advisor, as Lender

 

 

By:

/s/  
W. JEFFREY BAXTER      
Name: W. Jeffrey Baxter
Title: Vice President

 

 

Galaxy CLO 2003-1, Ltd.

 

 

By: AIG Global Investment Corp., Its Investment Advisor, as Lender

 

 

By:

/s/  
W. JEFFREY BAXTER      
Name: W. Jeffrey Baxter
Title: Vice President

 

 

Galaxy CLO 1999-1, Ltd.

 

 

By: AIG Global Investment Corp., As Collateral Manager, as Lender

 

 

By:

/s/  
W. JEFFREY BAXTER      
Name: W. Jeffrey Baxter
Title: Vice President

    FIRST TRUST/FOUR CORNERS SENIOR FLOATING RATE INCOME FUND, as Lender

 

 

By:

Four Corners Capital Management LLC, As Collateral Manager

 

 

By:

/s/  
IAN CUDLIPP      
Name: IAN CUDLIPP
Title: Vice President

    FOREST CREEK CLO, Ltd.

 

 

By:

Deerfield Capital Management LLC as its Collateral Manager

 

 

By:

/s/  
DALE BURROW      
Name: Dale Burrow
Title: Senior Vice President

    GoldenTree Loan Opportunities I, Limited

 

 

By: GoldenTree Asset Management, LP, as Lender

 

 

By:

/s/  
FREDERICK S. HADDAD      
Name: Frederick S. Haddad
Title: Portfolio Manager

    GoldenTree Loan Opportunities II, Limited

 

 

By:

GoldenTree Asset Management, LP, as Lender

 

 

By:

/s/  
FREDERICK S. HADDAD      
Name: Frederick S. Haddad
Title: Portfolio Manager

    GRAYSON & CO

 

 

BY:

BOSTON MANAGEMENT AND RESEARCH AS INVESTMENT ADVISOR, as Lender

 

 

By:

/s/  
PAYSON F. SWAFFIELD      
Name: Payson F. Swaffield
Title: Vice President

    HARBOUR TOWN FUNDING LLC, as Lender

 

 

By:

/s/  
ANN E. MORRIS      
Name: ANN E. MORRIS
Title: ASST VICE PRESIDENT

    Hewett's Island CDO, Ltd.

 

 

By:

CypressTree Investment Management Company, Inc. as Portfolio Manager.

SECTION 9.

 

By:

/s/  
RICARDO CARDONA      
Name: Ricardo Cardona
Title: Investment Analyst

    INDOSUEZ CAPITAL FUNDING VI, LIMITED

 

 

By:

Indosuez Capital as Collateral Manager

 

 

By:

/s/  
CHARLES KOBAYASHI      
Name: Charles Kobayashi
Title: Principal and Portfolio Manager

    Jissekikun Funding, Ltd., as Lender

 

 

By:

 

Pacific Investment Management Company LLC, as its Investment Advisor

 

 

 

 

By:

/s/  
MOHAN V. PHANSALKAR      
Mohan V. Phansalkar
Executive Vice President

    KZH RIVERSIDE LLC, as a Lender

 

 

By:

/s/  
HI HUA      
Name: HI HUA
Title: AUTHORIZED AGENT

    KZH SOLEIL LLC, as a Lender

 

 

By:

/s/  
HI HUA      
Name: HI HUA
Title: AUTHORIZED AGENT

    KZH SOLEIL-2 LLC

 

 

By:

/s/  
HI HUA      
Name: HI HUA
Title: AUTHORIZED AGENT

    LCM I LIMITED PARTNERSHIP

 

 

By:

Lyon Capital Management LLC, As Collateral Manager, as Lender

 

 

By:

/s/  
FARBOUD TAVANGAR      
Name: Farboud Tavangar
Title: Senior Portfolio Manager

    MAPLEWOOD CAYMAN LIMITED, as Lender

 

 

By: David L. Babson & Company Inc. under delegated authority from Massachusetts Mutual Life Insurance Company as Investment Manager

 

 

By:

/s/  
ADRIENNE MUSGING      
Name: Adrienne Musging
Title: Managing Director

    MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, as Lender

 

 

By:

David L. Babson & Company Inc. as Investment Adviser

 

 

By:

/s/  
ADRIENNE MUSGING      
Name: Adrienne Musging
Title: Managing Director

    Morgan Stanley Prime Income Trust, as Lender

 

 

By:

/s/  
ELIZABETH BODISCH      
Name: Elizabeth Bodisch
Title: Authorized Signatory

    MUIRFIELD TRADING LLC, as Lender

 

 

By:

/s/  
DIANA M. HIMES      
Name: DIANA M. HIMES
Title: ASSISTANT VICE PRESIDENT

    Nomura Bond & Loan Fund, as Lender

 

 

By:

UFJ Trust Bank Limited as Trustee

 

 

By:

Nomura Corporate Research and Asset Management Inc.
Attorney in Fact

 

 

By:

/s/  
ELIZABETH MACLEAN      
Name: Elizabeth MacLean
Title: Director

    OLYMPIC FUNDING TRUST, SERIES 1999-1, as Lender

 

 

By:

/s/  
DIANA M. HIMES      
Name: DIANA M. HIMES
Title: AUTHORIZED AGENT

    Pacifica CDOII, Ltd as Lender

 

 

By

Alcentra Inc. as its Investment Manager

 

 

By:

/s/  
DEAN KAWAI      
Name: Dean Kawai
Title: Senior Vice President

    PIMCO Floating Rate Income Fund, as Lender

 

 

By:

 

Pacific Investment Management Company LLC, as its Investment Advisor, acting through Investors Fiduciary Trust Company in the Nominee Name of IFTCO

 

 

 

 

By:

/s/  
MOHAN V. PHANSALKAR      
Mohan V. Phansalkar
Executive Vice President

    PPM SHADOW CREEK FUNDING LLC, as Lender

 

 

By:

/s/  
ANN E. MORRIS      
Name: ANN E. MORRIS
Title: ASST VICE PRESIDENT

    PPM SPYGLASS FUNDING TRUST, as Lender

 

 

By:

/s/  
ANN E. MORRIS      
Name: ANN E. MORRIS
Title: AUTHORIZED AGENT

    Sankaty Advisors, LLC as Collateral Manager for Race Point CLO, Limited, as Term Lender                        , as Lender

 

 

By:

/s/  
TIMOTHY BARNS      
Name: TIMOTHY BARNS
Title: SENIOR VICE PRESIDENT

    Sankaty Advisors, LLC as Collateral Manager for Race Point II CLO, Limited, as Term Lender                        , as Lender

 

 

By:

/s/  
TIMOTHY BARNS      
Name: TIMOTHY BARNS
Title: SENIOR VICE PRESIDENT

    RIVIERA FUNDING LLC, as Lender

 

 

By:

/s/  
DIANA M. HIMES      
Name: DIANA M. HIMES
Title: ASSISTANT VICE PRESIDENT

    ROSEMONT CLO, Ltd.

 

 

By:

Deerfield Capital Management LLC as its Collateral Manager

 

 

By:

/s/  
DALE BURROW      
Name: Dale Burrow
Title: Senior Vice President

    San Joaquin CDO I Limited, as Lender

 

 

By:

 

Pacific Investment Management Company LLC, as its Investment Advisor

 

 

 

 

By:

/s/  
MOHAN V. PHANSALKAR      
Mohan V. Phansalkar
Executive Vice President

    Sankaty High Yield Partners III, L.P., as Lender

 

 

By:

/s/  
TIMOTHY BARNS      
Name: TIMOTHY BARNS
Title: SENIOR VICE PRESIDENT

    SEMINOLE FUNDING LLC, as Lender

 

 

By:

/s/  
DIANA M. HIMES      
Name: DIANA M. HIMES
Title: ASSISTANT VICE PRESIDENT

    SENIOR DEBT PORTFOLIO

 

 

By:

Boston Management and Research as Investment Advisor, as Lender

 

 

By:

/s/  
PAYSON F. SWAFFIELD      
Name: Payson F. Swaffield
Title: Vice President

    SEQUILS—Cumberland I, Ltd.

 

 

By:

Deerfield Capital Management LLC as its Collateral Manager

 

 

By:

/s/  
DALE BURROW      
Name: Dale Burrow
Title: Senior Vice President

    SEQUILS-MAGNUM, LTD., as Lender

 

 

By:

 

Pacific Investment Management Company LLC, as its Investment Advisor

 

 

 

 

By:

/s/  
MOHAN V. PHANSALKAR      
Mohan V. Phansalkar
Executive Vice President

    SIMSBURY CLO, LIMITED, as Lender

 

 

By: David L. Babson & Company Inc. under delegated authority from Massachusetts Mutual Life Insurance Company as Collateral Manager

 

 

By:

/s/  
ADRIENNE MUSGING      
Name: Adrienne Musging
Title: Managing Director

    STANWICH LOAN FUNDING LLC, as Lender

 

 

By:

/s/  
DIANA M. HIMES      
Name: DIANA M. HIMES
Title: ASSISTANT VICE PRESIDENT

    SUFFIELD CLO, LIMITED, as Lender

 

 

By:

David L. Babson & Company Inc. as Collateral Manager

 

 

By:

/s/  
ADRIENNE MUSGING      
Name: Adrienne Musging
Title: Managing Director

    TOLLI & CO.

 

 

BY:

EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR, as Lender

 

 

By:

/s/  
PAYSON F. SWAFFIELD      
Name: Payson F. Swaffield
Title: Vice President

    THE TRAVELERS INSURANCE COMPANY, as Lender

 

 

By:

/s/  
MATTHEW J. MCINERNY      
Name: MATTHEW J. MCINERNY
Title: INVESTMENT OFFICER

    Tuscany CDO, Limited by PPM America, Inc. as Collateral Manager, as Lender

 

 

By:

/s/  
DAVID C. WAGNER      
Name: David C. Wagner
Title: Managing Director

    VAN KAMPEN
SENIOR INCOME TRUST

 

 

By:

Van Kampen Investment Advisory Corp., as Lender

 

 

By:

/s/  
BRAD LANGS      
Name: BRAD LANGS
Title: EXECUTIVE DIRECTOR

    VAN KAMPEN
SENIOR LOAN FUND

 

 

By:

Van Kampen Investment Advisory Corp., as Lender

 

 

By:

/s/  
BRAD LANGS      
Name: BRAD LANGS
Title: EXECUTIVE DIRECTOR

    Waveland—INGOTS, LTD., as Lender

 

 

By:

 

Pacific Investment Management Company LLC, as its Investment Advisor

 

 

 

 

By:

/s/  
MOHAN V. PHANSALKAR      
Mohan V. Phansalkar
Executive Vice President

    Whitney Private Debt Fund, L.P., as Lender

 

 

By:

/s/  
KEVIN J. CURLEY      
Name: Kevin J. Curley
Title: Authorized Signatory

    Wrigley CDO, Ltd., as Lender

 

 

By:

 

Pacific Investment Management Company LLC, as its Investment Advisor

 

 

 

 

By:

/s/  
MOHAN V. PHANSALKAR      
Mohan V. Phansalkar
Executive Vice President


CONSENT

Dated as of December 5, 2003

        Each of the undersigned as a Loan Party in respect of the Credit Agreement dated as of August 11, 2003 (the "Credit Agreement") among Kinetic Concepts, Inc., the lenders party thereto and Morgan Stanley Senior Funding, Inc., as Administrative Agent, hereby consents to the foregoing Amendment No. 1 and hereby confirms and agrees that (i) each of the Security Documents (as defined in the Credit Agreement) is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that, upon the effectiveness of, and on and after the date of, the said Amendment, each reference in each of the Security Agreement to the Credit Agreement, "thereunder", "thereof" or words of like import shall mean and be a reference to the Credit Agreement as amended by the said Amendment and (ii) each Security Document and all of the Collateral described therein do, and shall continue to, secure the payment of all of the Obligation (as defined therein).

    KCI USA, INC.
KCI HOLDING COMPANY, INC.
KCI LICENSING, INC.
KCI INTERNATIONAL, INC.
KCI REAL HOLDINGS, L.L.C.
KCI USA REAL HOLDINGS, L.L.C.

 

 

By:

/s/  
DENNERT O. WARE      
Name: Dennert O. Ware
Title:

 

 

MEDCLAIM, INC.

 

 

By:

/s/  
DENNERT O. WARE      
Name: Dennert O. Ware
Title:

 

 

KCI PROPERTIES LIMITED
KCI REAL PROPERTY LIMITED
By: KCI USA Real Holdings, L.L.C.,
its General Partner

 

 

By:

/s/  
DENNERT O. WARE      
Name: Dennert O. Ware
Title:



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AMENDMENT NO. 1 TO THE CREDIT AGREEMENT
CONSENT