Exhibit 10.1


 


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


 


J.P. MORGAN SECURITIES INC.


 


SCOTIA CAPITAL (USA) INC.


 


WELLS FARGO SECURITIES, LLC


 

















 


REGISTRATION RIGHTS AGREEMENT


 


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”).


 


This Agreement is made pursuant to the
Placement Agreement dated July 23, 2003, by and among the Company, the
Guarantors and the Placement Agents (the “Placement Agreement”), which provides
for the sale by the Company to the Placement Agents of an aggregate of
$205,000,000 principal amount of the Company’s 7 3/8% Senior Subordinated Notes
Due 2013 (the “Securities”) to be jointly and severally guaranteed on an
unsecured senior subordinated basis by the Guarantors.  In order to induce the Placement Agents to
enter into the Placement Agreement, the Company and the Guarantors have agreed
to provide to the Placement Agents and their direct and indirect transferees
the registration rights set forth in this Agreement.  The execution of this Agreement is a condition to the closing
under the Placement Agreement.


 


In consideration of the foregoing, the
parties hereto agree as follows:


 


1.             Definitions.


 


As used in this Agreement, the following
capitalized defined terms shall have the following meanings:


 


“1933 Act” shall mean the Securities
Act of 1933, as amended from time to time.


 


“1934 Act” shall mean the Securities
Exchange Act of 1934, as amended from time to time.


 


“Closing Date” shall mean the Closing
Date as defined in the Placement Agreement.


 


“Company” shall have the meaning set
forth in the preamble and shall also include the Company’s successors.


 


“Exchange Offer” shall mean the
exchange offer by the Company of Exchange Securities for Registrable Securities
pursuant to Section 2(a) hereof.


 


“Exchange Offer Registration” shall
mean a registration under the 1933 Act effected pursuant to Section 2(a)
hereof.


 


“Exchange Offer Registration Statement”
shall mean an exchange offer registration statement on Form S-4 (or, if
applicable, on another appropriate form) and all amendments and supplements to
such registration statement, in each case including the Prospectus contained
therein, all exhibits thereto and all material incorporated by reference
therein.


 


1

















 


“Exchange Securities” shall mean
securities issued by the Company and guaranteed by the Guarantors under the
Indenture containing terms substantially identical to the Securities (except
that (i) interest thereon shall accrue from the last date on which interest was
paid on the Securities or, if no such interest has been paid, from the Closing
Date, 2003 and (ii) the Exchange Securities will not contain restrictions on
transfer) and to be offered to Holders of Securities in exchange for Securities
pursuant to the Exchange Offer.


 


“Guarantors” shall have the meaning
set forth in the preamble and shall include any Guarantor’s successor.


 


“Holder” shall mean the Placement
Agents, for so long as they own any Registrable Securities, and each of their
successors, assigns and direct and indirect transferees who become registered
owners of Registrable Securities under the Indenture; provided that for
purposes of Sections 4 and 5 of this Agreement, the term “Holder” shall
include Participating Broker-Dealers (as defined in Section 4(a)).


 


“Indenture” shall mean the Indenture
relating to the Securities dated as of August 11, 2003 between the Company, the
Guarantors and U.S. Bank, National Association, as trustee, and as the same may
be amended from time to time in accordance with the terms thereof.


 


“Majority Holders” shall mean the
Holders of a majority of the aggregate principal amount of outstanding
Registrable Securities; provided that whenever the consent or approval
of Holders of a specified percentage of Registrable Securities is required
hereunder, Registrable Securities held by the Company or any Person controlling
or controlled by the Company and any of its subsidiaries shall not be counted
in determining whether such consent or approval was given by the Holders of
such required percentage or amount.


 


“Person” shall mean an individual,
partnership, limited liability company, corporation, trust or unincorporated
organization, or a government or agency or political subdivision thereof.


 


“Placement Agents” shall have the
meaning set forth in the preamble.


 


“Placement Agreement” shall have the
meaning set forth in the preamble.


 


“Prospectus” shall mean the prospectus
included in a Registration Statement, including any preliminary prospectus, and
any such prospectus as amended or supplemented by any prospectus supplement,
including a prospectus supplement with respect to the terms of the offering of
any portion of the Registrable Securities covered by a Shelf Registration
Statement, and by all other amendments and supplements to such prospectus, and
in each case including all material incorporated by reference therein.


 


“Registrable Securities” shall mean
the Securities; provided, however, that the Securities shall
cease to be Registrable Securities (i) when a Registration Statement with
respect to such Securities shall have been declared effective under the 1933
Act and such Securities shall have been disposed of pursuant to such
Registration Statement, (ii) when such Securities have been sold to the public
pursuant to Rule 144(k) (or any similar provision then in force, but not Rule
144A) under the 1933 Act or (iii) when such Securities shall have ceased to be
outstanding.


 


2

















 


“Registration Expenses” shall mean any
and all expenses incident to performance of or compliance by the Company and
the Guarantors with this Agreement, including without limitation:  (i) all SEC, stock exchange or National
Association of Securities Dealers, Inc. registration and filing fees, (ii) all
fees and expenses incurred in connection with compliance with state securities
or blue sky laws (including reasonable fees and disbursements of counsel for
any underwriters or Holders in connection with blue sky qualification of any of
the Exchange Securities or Registrable Securities), (iii) all expenses of any
Persons in preparing or assisting in preparing, word processing, printing and
distributing any Registration Statement, any Prospectus, any amendments or
supplements thereto, (iv) all rating agency fees, (v) all fees and
disbursements relating to the qualification of the Indenture under applicable
securities laws, (vi) the fees and disbursements of the Trustee and its
counsel, (vii) the fees and disbursements of counsel for the Company and
the Guarantors and, in the case of a Shelf Registration Statement, the
reasonable fees and disbursements of one counsel for the Holders (which counsel
shall be selected by the Majority Holders and which counsel may also be counsel
for the Placement Agents) and (viii) the fees and disbursements of the
independent public accountants of the Company and the Guarantors, including the
expenses of any special audits or “cold comfort” letters required by or
incident to such performance and compliance, but excluding fees and expenses of
counsel to the underwriters (other than fees and expenses set forth in clause
(ii) above) or the Holders and underwriting discounts and commissions and
transfer taxes, if any, relating to the sale or disposition of Registrable
Securities by a Holder.


 


“Registration Statement” shall mean
any registration statement of the Company and the Guarantors that covers any of
the Exchange Securities or Registrable Securities pursuant to the provisions of
this Agreement and all amendments and supplements to any such Registration
Statement, including post-effective amendments, in each case including the
Prospectus contained therein, all exhibits thereto and all material
incorporated by reference therein.


 


“SEC” shall mean the Securities and
Exchange Commission.


 


“Securities” shall have the meaning
set forth in the preamble.


 


“Shelf Registration” shall mean a
registration effected pursuant to Section 2(b) hereof.


 


“Shelf Registration Statement” shall
mean a “shelf” registration statement of the Company and the Guarantors
pursuant to the provisions of Section 2(b) of this Agreement which covers all
of the Registrable Securities (but no other securities unless approved by the
Holders whose Registrable Securities are covered by such Shelf Registration
Statement) on an appropriate form under Rule 415 under the 1933 Act, or any
similar rule that may be adopted by the SEC, and all amendments and supplements
to such registration statement, including post-effective amendments, in each
case including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.


 


“Trustee” shall mean the trustee with
respect to the Securities under the Indenture.


 


“Underwriter” shall have the meaning
set forth in Section 3 hereof.


 


3

















 


“Underwritten Registration” or “Underwritten
Offering” shall mean a registration in which Registrable Securities are
sold to an Underwriter for reoffering to the public.


 


2.             Registration
Under the 1933 Act.


 


(a)           To the extent not prohibited by any
applicable law or applicable interpretation of the Staff of the SEC, the
Company and the Guarantors shall use their best efforts to cause to be filed an
Exchange Offer Registration Statement covering the offer by the Company and the
Guarantors to the Holders to exchange all of the Registrable Securities for a
like aggregate amount of Exchange Securities and to have such Registration
Statement remain effective until the closing of the Exchange Offer.  The Company and the Guarantors shall
commence the Exchange Offer no later than 15 days after the Exchange Offer
Registration Statement has been declared effective by the SEC and use their
best efforts to have the Exchange Offer consummated not later than 240 days
after the Closing Date.  The Company and
the Guarantors shall commence the Exchange Offer by mailing the related
exchange offer Prospectus and accompanying documents to each Holder stating, in
addition to such other disclosures as are required by applicable law:


 


(i)            that the Exchange
Offer is being made pursuant to this Registration Rights Agreement and that all
Registrable Securities validly tendered will be accepted for exchange;


 


(ii)           the dates of
acceptance for exchange (which shall be a period of at least 20 business days
from the date such notice is mailed) (the “Exchange Dates”);


 


(iii)          that any
Registrable Security not properly tendered or validly withdrawn on or prior to
the Exchange Date will remain outstanding and continue to accrue interest, but
will not retain any rights under this Registration Rights Agreement;


 


(iv)          that Holders
electing to have a Registrable Security exchanged pursuant to the Exchange
Offer will be required to surrender such Registrable Security, together with
the enclosed letters of transmittal, to the institution and at the address
(located in the Borough of Manhattan, The City of New York) specified in the
notice prior to the close of business on the last Exchange Date; and


 


(v)           that Holders will be
entitled to withdraw their election by sending to the institution and at the
address (located in the Borough of Manhattan, The City of New York) specified
in the notice a telegram, telex, facsimile transmission or letter, which shall
be received by the institution not later than the close of business on the last
Exchange Date, setting forth the name of such Holder, the principal amount of
Registrable Securities delivered for exchange and a statement that such Holder
is withdrawing his election to have such Securities exchanged.


 


As soon as reasonably practicable after the
last Exchange Date, the Company and the Guarantors shall:


 


(i)            accept for exchange
Registrable Securities or portions thereof properly tendered and not validly
withdrawn pursuant to the Exchange Offer; and


 


4

















 


(ii)           deliver, or cause
to be delivered, to the Trustee for cancellation all Registrable Securities or
portions thereof so accepted for exchange by the Company and the Guarantors and
issue, and cause the Trustee to promptly authenticate and mail to each Holder,
an Exchange Security equal in principal amount to the principal amount of the
Registrable Securities surrendered by such Holder.


 


The Company and the Guarantors shall use their best efforts to complete
the Exchange Offer as provided above and shall comply with the applicable
requirements of the 1933 Act, the 1934 Act and other applicable laws and
regulations in connection with the Exchange Offer.  The Exchange Offer shall not be subject to any conditions, other
than that the Exchange Offer does not violate applicable law or any applicable
interpretation of the Staff of the SEC. 
The Company and the Guarantors shall inform the Placement Agents of the
names and addresses of the Holders to whom the Exchange Offer is made, and the
Placement Agents shall have the right, subject to applicable law, to contact
such Holders and otherwise facilitate the tender of Registrable Securities in
the Exchange Offer.


 


(b)           In the event that (i) the
Company and the Guarantors determine that the Exchange Offer Registration
provided for in Section 2(a) above is not available or may not be consummated
as soon as practicable after the last Exchange Date because it would violate
applicable law or the applicable interpretations of the Staff of the SEC, (ii)
the Exchange Offer is not for any other reason consummated 240 days after the
Closing Date or (iii) the Exchange Offer Registration Statement has been
declared effective by the SEC and in the opinion of counsel for the Placement
Agents the Exchange Offer is not available and a separate resale Registration
Statement must be filed and a Prospectus must be delivered by any Placement
Agent in connection with any offering or sale of Registrable Securities, the
Company and the Guarantors shall use their best efforts to cause to be filed as
soon as practicable after such determination, date or notice of such opinion of
counsel is given to the Company and the Guarantors, as the case may be, a Shelf
Registration Statement providing for the sale by the Holders of all of the
Registrable Securities and to have such Shelf Registration Statement declared
effective by the SEC.  In the event the
Company and the Guarantors are required to file a Shelf Registration Statement
solely as a result of the matters referred to in clause (iii) of the preceding
sentence, the Company and the Guarantors shall use their best efforts to file
and have declared effective by the SEC both an Exchange Offer Registration
Statement pursuant to Section 2(a) with respect to all Registrable Securities
and a Shelf Registration Statement (which may be a combined Registration
Statement with the Exchange Offer Registration Statement) with respect to
offers and sales of Registrable Securities held by the Placement Agents after completion
of the Exchange Offer.  The Company and
the Guarantors agree to use their best efforts to keep the Shelf Registration
Statement continuously effective until the expiration of the period referred to
in Rule 144(k) with respect to the Registrable Securities or such shorter
period that will terminate when all of the Registrable Securities covered by
the Shelf Registration Statement have been sold pursuant to the Shelf
Registration Statement.  The Company and
the Guarantors further agree to supplement or amend the Shelf Registration
Statement if required by the rules, regulations or instructions applicable to
the registration form used by the Company and the Guarantors for such Shelf
Registration Statement or by the 1933 Act or by any other rules and regulations
thereunder for shelf registration or if reasonably requested by a Holder with
respect to information relating to such Holder, and to use their best efforts
to cause any such amendment to become effective and such Shelf Registration
Statement to become usable as soon


 


5

















 


as thereafter practicable.  The
Company and the Guarantors agree to furnish to the Holders of Registrable
Securities copies of any such supplement or amendment promptly after its being
used or filed with the SEC.


 


(c)           The Company and the Guarantors shall
pay all Registration Expenses in connection with the registration pursuant to
Section 2(a) and Section 2(b).  Each
Holder shall pay all underwriting discounts and commissions and transfer taxes,
if any, relating to the sale or disposition of such Holder’s Registrable
Securities pursuant to the Shelf Registration Statement.


 


(d)           An Exchange Offer Registration
Statement pursuant to Section 2(a) hereof or a Shelf Registration Statement pursuant
to Section 2(b) hereof will not be deemed to have become effective unless it
has been declared effective by the SEC; provided, however, that,
if, after it has been declared effective, the offering of Registrable
Securities pursuant to a Shelf Registration Statement is interfered with by any
stop order, injunction or other order or requirement of the SEC or any other
governmental agency or court, such Registration Statement will be deemed not to
have become effective during the period of such interference until the offering
of Registrable Securities pursuant to such Registration Statement may legally
resume.  In the event the Exchange Offer
is not consummated and the Shelf Registration Statement, if required, is not
declared effective on or prior to 240 days after the Closing Date, then as
liquidated damages, the interest rate on the Securities will be increased by
0.5% per annum, with an additional increase of 0.25% per annum for each
subsequent 90-day period, up to a maximum additional 1.0% per annum until the
Exchange Offer is consummated or the Shelf Registration Statement is declared
effective by the SEC.  Any and all
accrued interest pursuant to this Section 2(d) shall be paid to holders of the
Registrable Securities entitled thereto, in the manner provided for the payment
of interest in the Indenture, on each Interest Payment Date, as more fully set
forth in the Indenture.


 


(e)           Without limiting the remedies
available to the Holders (other than the Placement Agents), the Company and the
Guarantors acknowledge that any failure by the Company and the Guarantors to
comply with their obligations under Section 2(a) and Section 2(b)
hereof may result in material irreparable injury to the Holders (other than the
Placement Agents) for which there is no adequate remedy at law, that it will
not be possible to measure damages for such injuries precisely and that, in the
event of any such failure, any Holder (other than the Placement Agents) may
obtain such relief as may be required to specifically enforce the Company’s and
the Guarantor’s obligations under Section 2(a) and Section 2(b)
hereof, provided that
such Holder may not obtain such relief as may be required to specifically
enforce such obligations if such failure is in connection with a material
acquisition or business combination involving the Company or any of the
Guarantors.


 


3.             Registration
Procedures.


 


In connection with the obligations of the
Company and the Guarantors with respect to the Registration Statements pursuant
to Section 2(a) and Section 2(b) hereof, the Company and the
Guarantors shall as soon as reasonably practicable:


 


(a)           prepare and file with the SEC a
Registration Statement on the appropriate form under the 1933 Act, which form
(x) shall be selected by the Company and the Guarantors


 


6

















 


and (y) shall, in the case of a Shelf Registration, be available
for the sale of the Registrable Securities by the selling Holders thereof and
(z) shall comply as to form in all material respects with the requirements of
the applicable form and include all financial statements required by the SEC to
be filed therewith, and use its best efforts to cause such Registration
Statement to become effective and remain effective in accordance with
Section 2 hereof;


 


(b)           prepare and file with the SEC such
amendments and post-effective amendments to each Registration Statement as may
be necessary (i) to keep such Registration Statement effective for the
applicable period and cause each Prospectus to be supplemented by any required
prospectus supplement and, as so supplemented, to be filed pursuant to
Rule 424 under the 1933 Act; and (ii) to keep each Prospectus current
during the period described under Section 4(3) and Rule 174 under the 1933 Act
that is applicable to transactions by brokers or dealers with respect to the
Registrable Securities or Exchange Securities;


 


(c)           in the case of a Shelf Registration,
furnish to each Holder of Registrable Securities, to counsel for the Placement
Agents, to counsel for the Holders and to each Underwriter of an Underwritten
Offering of Registrable Securities, if any, without charge, as many copies of
each Prospectus, including each preliminary Prospectus, and any amendment or
supplement thereto and such other documents as such Holder or Underwriter may
reasonably request, in order to facilitate the public sale or other disposition
of the Registrable Securities; and the Company and the Guarantors consent to
the use of such Prospectus and any amendment or supplement thereto in accordance
with applicable law by each of the selling Holders of Registrable Securities
and any such Underwriters in connection with the offering and sale of the
Registrable Securities covered by and in the manner described in such
Prospectus or any amendment or supplement thereto in accordance with applicable
law;


 


(d)           use their best efforts to register or
qualify the Registrable Securities under all applicable state securities or
“blue sky” laws of such jurisdictions as any Holder of Registrable Securities
covered by a Registration Statement shall reasonably request in writing by the
time the applicable Registration Statement is declared effective by the SEC, to
cooperate with such Holders in connection with any filings required to be made
with the National Association of Securities Dealers, Inc. and do any and all
other acts and things which may be reasonably necessary or advisable to enable
such Holder to consummate the disposition in each such jurisdiction of such
Registrable Securities owned by such Holder; provided, however,
that the Company and the Guarantors shall not be required to (i) qualify
as a foreign corporation or as a dealer in securities in any jurisdiction where
it would not otherwise be required to qualify but for this Section 3(d),
(ii) file any general consent to service of process, (iii) subject
itself to taxation in any such jurisdiction if it is not so subject or (iv)
make any changes to its articles of incorporation or by-laws or any agreement
between it and its stockholders in effect as of the Closing Date;


 


(e)           in the case of a Shelf Registration,
notify each Holder of Registrable Securities, counsel for the Holders and
counsel for the Placement Agents promptly and, if requested by any such Holder
or counsel, confirm such advice in writing (i) when a Registration Statement
has become effective and when any post-effective amendment thereto has been
filed and becomes effective, (ii) of any request by the SEC or any state
securities authority for amendments and supplements to a Registration Statement
and Prospectus or for additional


 


7

















 


information after the Registration Statement has become effective,
(iii) of the issuance by the SEC or any state securities authority of any stop
order suspending the effectiveness of a Registration Statement or the
initiation of any proceedings for that purpose, (iv) if, between the effective
date of a Registration Statement and the closing of any sale of Registrable
Securities covered thereby, the representations and warranties of the Company
and the Guarantors contained in any underwriting agreement, securities sales
agreement or other similar agreement, if any, relating to the offering cease to
be true and correct in all material respects or if the Company and the
Guarantors receive any notification with respect to the suspension of the
qualification of the Registrable Securities for sale in any jurisdiction or the
initiation of any proceeding for such purpose, (v) of the happening of any
event during the period a Shelf Registration Statement is effective which makes
any statement made in such Registration Statement or the related Prospectus
untrue in any material respect or which requires the making of any changes in
such Registration Statement or Prospectus in order to make the statements
therein not misleading and (vi) of any determination by the Company and the
Guarantors that a post-effective amendment to a Registration Statement would be
appropriate;


 


(f)            make every reasonable effort to
obtain the withdrawal of any order suspending the effectiveness of a
Registration Statement at the earliest possible moment and provide immediate
notice to each Holder of the withdrawal of any such order;


 


(g)           in the case of a Shelf Registration,
furnish to each Holder of Registrable Securities, without charge, at least one
conformed copy of each Registration Statement and any post-effective amendment
thereto (without documents incorporated therein by reference or exhibits
thereto, unless requested);


 


(h)           in the case of a Shelf Registration,
cooperate with the selling Holders of Registrable Securities to facilitate the
timely preparation and delivery of certificates representing Registrable
Securities to be sold and not bearing any restrictive legends and enable such
Registrable Securities to be in such denominations (consistent with the
provisions of the Indenture) and registered in such names as the selling
Holders may reasonably request at least three (3) business days prior to the
closing of any sale of Registrable Securities;


 


(i)            in the case of a Shelf Registration,
upon the occurrence of any event contemplated by Section 3(e)(v) hereof, use
their best efforts to prepare and file with the SEC a supplement or
post-effective amendment to a Registration Statement or the related Prospectus
or any document incorporated therein by reference or file any other required
document so that, as thereafter delivered to the purchasers of the Registrable
Securities, such Prospectus will not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading.  The Company and the Guarantors agree to
notify the Holders to suspend use of the Prospectus as promptly as practicable
after the occurrence of such an event, and the Holders hereby agree to suspend
use of the Prospectus until the Company and the Guarantors have amended or
supplemented the Prospectus to correct such misstatement or omission;


 


(j)            a reasonable time prior to the
filing of any Registration Statement, any Prospectus, any amendment to a
Registration Statement or amendment or supplement to a Prospectus or any
document which is to be incorporated by reference into a Registration Statement
or a Prospectus after the initial filing of a Registration


 


8

















 


Statement, provide copies of such document to the Placement Agents and
their counsel (and, in the case of a Shelf Registration Statement, the Holders
and their counsel) and make such of the representatives of the Company and the
Guarantors as shall be reasonably requested by the Placement Agents or their
counsel (and, in the case of a Shelf Registration Statement, the Holders or
their counsel) reasonably available for discussion of such document, and shall
not at any time file or make any amendment to the Registration Statement, any
Prospectus or any amendment of or supplement to a Registration Statement or a
Prospectus or any document which is to be incorporated by reference into a
Registration Statement or a Prospectus, of which the Placement Agents and their
counsel (and, in the case of a Shelf Registration Statement, the Holders and
their counsel) shall not have previously been advised and furnished a copy or to
which the Placement Agents or their counsel (and, in the case of a Shelf
Registration Statement, the Holders or their counsel) shall reasonably object;


 


(k)           obtain a CUSIP number for all
Exchange Securities or Registrable Securities, as the case may be, not later
than the effective date of a Registration Statement;


 


(l)            cause the Indenture to be qualified
under the Trust Indenture Act of 1939, as amended (the “TIA”), in connection
with the registration of the Exchange Securities or Registrable Securities, as
the case may be, cooperate with the Trustee and the Holders to effect such
changes to the Indenture as may be required for the Indenture to be so
qualified in accordance with the terms of the TIA and execute, and use its best
efforts to cause the Trustee to execute, all documents as may be required to
effect such changes and all other forms and documents required to be filed with
the SEC to enable the Indenture to be so qualified in a timely manner;


 


(m)          in the case of a Shelf Registration,
make available for inspection by a representative of the Holders of the
Registrable Securities, any Underwriter participating in any disposition
pursuant to such Shelf Registration Statement, and attorneys and accountants
designated by the Holders, at reasonable times and in a reasonable manner, all
financial and other records, pertinent documents and properties of the Company
and the Guarantors, and cause the respective officers, directors and employees
of the Company and the Guarantors to supply all information reasonably
requested by any such representative, Underwriter, attorney or accountant in
connection with a Shelf Registration Statement; provided, however, that each such party shall be required to
maintain in confidence and not to disclose to any other person any information
or records reasonably designated by the Company as being confidential, until
such time as (A) such information becomes a matter of public record (whether by
virtue of its inclusion in such registration statement or otherwise), or (B)
such person shall be required so to disclose such information pursuant to a
subpoena or order of any court or other governmental agency or body having
jurisdiction over the matter (subject to the requirements of such order, and
only after such person shall have given the Company prompt prior written notice
of such requirement), or (C) such information is required to be set forth in
such Shelf Registration Statement or the prospectus included therein or in an
amendment to such Shelf Registration Statement or an amendment or supplement to
such prospectus in order that such Shelf Registration Statement, prospectus,
amendment or supplement, as the case may be, complies with applicable
requirements of the federal securities laws and the rules and regulations of
the SEC and does not contain an untrue statement of a material fact or omit to
state therein a material 


 


9

















 


fact required to be stated therein or necessary to make the statements
therein not misleading in light of the circumstances then existing.  Notwithstanding the foregoing, such parties
(and each employee, representative, or other agent of such parties) may
disclose to any and all persons, without limitation of any kind, the tax
treatment and any facts that may be relevant to the tax structure of this
transaction, provided, however, that no party (and no employee,
representative, or other agent thereof) shall disclose any other information
that is not relevant to understanding the tax treatment and tax structure of
this transaction (including the identity of any party and any information that
could lead another to determine the identity of any party), or any other
information to the extent that such disclosure could reasonably result in a
violation of any applicable securities law.


 


(n)           in the case of a Shelf Registration,
use their best efforts to cause all Registrable Securities to be listed on any
securities exchange or any automated quotation system on which similar
securities issued by the Company are then listed if requested by the Majority
Holders, to the extent such Registrable Securities satisfy applicable listing
requirements;


 


(o)           use their best efforts to cause the
Exchange Securities or Registrable Securities, as the case may be, to be rated
by two nationally recognized statistical rating organizations (as such term is
defined in Rule 436(g)(2) under the 1933 Act);


 


(p)           if reasonably requested by any Holder
of Registrable Securities covered by a Registration Statement, (i) as promptly
as practicable incorporate in a Prospectus supplement or post-effective
amendment such information with respect to such Holder as such Holder
reasonably requests to be included therein and (ii) make all required filings
of such Prospectus supplement or such post-effective amendment as promptly as
practicable after the Company and the Guarantors have received notification of
the matters to be incorporated in such filing; and


 


(q)           in the case of a Shelf Registration,
enter into such customary agreements and take all such other reasonable and
customary actions in connection therewith (including those reasonably requested
by the Holders of a majority of the Registrable Securities being sold) in order
to expedite or facilitate the disposition of such Registrable Securities
including, but not limited to, an Underwritten Offering and in such connection,
(i) to the extent reasonably practicable, make such representations and
warranties to the Holders and any Underwriters of such Registrable Securities
with respect to the business of the Company and its subsidiaries, the
Registration Statement, Prospectus and documents incorporated by reference or
deemed incorporated by reference, if any, in each case, in form, substance and
scope as are customarily made by issuers to underwriters in underwritten
offerings and confirm the same if and when requested, (ii) obtain opinions of
counsel to the Company and the Guarantors (which counsel and opinions, in form,
scope and substance, shall be reasonably satisfactory to the Holders and such
Underwriters and their respective counsel) addressed to each selling Holder and
Underwriter of Registrable Securities, covering the matters customarily covered
in opinions requested in underwritten offerings, (iii) obtain “cold
comfort” letters from the independent certified public accountants of the
Company and the Guarantors (and, if necessary, any other certified public
accountant of any subsidiary of the Company, or of any business acquired by the
Company or the Guarantors for which financial statements and financial data are
or are required to be included in the Registration Statement) addressed to each
selling Holder and Underwriter of Registrable Securities, such letters to be in
customary form and covering matters of the type


 


10

















 


customarily covered in “cold comfort” letters in connection with
underwritten offerings, and (iv) deliver such documents and certificates as may
be reasonably requested by the Holders of a majority in principal amount of the
Registrable Securities being sold or the Underwriters, and which are
customarily delivered in underwritten offerings, to evidence the continued
validity of the representations and warranties of the Company and the
Guarantors made pursuant to clause (i) above and to evidence compliance with
any customary conditions contained in an underwriting agreement.


 


In the case of a Shelf Registration
Statement, the Company and the Guarantors may require each Holder of
Registrable Securities to furnish to the Company and the Guarantors such
information regarding the Holder and the proposed distribution by such Holder
of such Registrable Securities as the Company and the Guarantors may from time
to time reasonably request in writing.


 


In the case of a Shelf Registration
Statement, each Holder agrees that, upon receipt of any notice from the Company
and the Guarantors of the happening of any event of the kind described in
Section 3(e)(v) hereof, such Holder will forthwith discontinue disposition of
Registrable Securities pursuant to a Registration Statement until such Holder’s
receipt of the copies of the supplemented or amended Prospectus contemplated by
Section 3(i) hereof, and, if so directed by the Company and the Guarantors,
such Holder will deliver to the Company and the Guarantors (at their expense)
all copies in its possession, other than permanent file copies then in such
Holder’s possession, of the Prospectus covering such Registrable Securities
current at the time of receipt of such notice. 
The Company and the Guarantors may give any such notice only twice times
during any 365 day period and any such suspensions may not exceed 30 days for
each suspension and there may not be more than two suspensions in effect during
any 365 day period.


 


The Holders of Registrable Securities covered
by a Shelf Registration Statement who desire to do so may sell such Registrable
Securities in an Underwritten Offering. 
In any such Underwritten Offering, the investment banker or investment
bankers and manager or managers (the “Underwriters”) that will administer the
offering will be selected by the Majority Holders of the Registrable Securities
included in such offering.


 


4.             Participation of
Broker-Dealers in Exchange Offer.


 


(a)           The Staff of the SEC has taken the
position that any broker-dealer that receives Exchange Securities for its own
account in the Exchange Offer in exchange for Securities that were acquired by
such broker-dealer as a result of market-making or other trading activities (a
“Participating Broker-Dealer”), may be deemed to be an “underwriter” within the
meaning of the 1933 Act and must deliver a prospectus meeting the requirements
of the 1933 Act in connection with any resale of such Exchange Securities.


 


The Company and the Guarantors understand
that it is the Staff’s position that if the Prospectus contained in the
Exchange Offer Registration Statement includes a plan of distribution
containing a statement to the above effect and the means by which Participating
Broker-Dealers may resell the Exchange Securities, without naming the
Participating Broker-Dealers or specifying the amount of Exchange Securities
owned by them, such Prospectus may


 


11

















 


be delivered by Participating Broker-Dealers to satisfy their
prospectus delivery obligation under the 1933 Act in connection with resales of
Exchange Securities for their own accounts, so long as the Prospectus otherwise
meets the requirements of the 1933 Act.


 


(b)           In light of the above,
notwithstanding the other provisions of this Agreement, the Company and the
Guarantors agree that the provisions of this Agreement as they relate to a
Shelf Registration shall also apply to an Exchange Offer Registration to the
extent, and with such reasonable modifications thereto as may be, reasonably requested
by the Placement Agents or by one or more Participating Broker-Dealers, in each
case as provided in clause (ii) below, in order to expedite or facilitate the
disposition of any Exchange Securities by Participating Broker-Dealers
consistent with the positions of the Staff recited in Section 4(a) above; provided
that:


 


(i)            the Company and the
Guarantors shall not be required to amend or supplement the Prospectus
contained in the Exchange Offer Registration Statement, as would otherwise be
contemplated by Section 3(i), for a period exceeding 180 days after the last
Exchange Date (as such period may be extended pursuant to the penultimate
paragraph of Section 3 of this Agreement) and Participating Broker-Dealers
shall not be authorized by the Company and the Guarantors to deliver and shall
not deliver such Prospectus after such period in connection with the resales
contemplated by this Section 4; and


 


(ii)           the application of
the Shelf Registration procedures set forth in Section 3 of this Agreement to
an Exchange Offer Registration, to the extent not required by the positions of
the Staff of the SEC or the 1933 Act and the rules and regulations thereunder,
will be in conformity with the reasonable request to the Company in writing by
the Placement Agents or with the reasonable request in writing to the Company
by one or more broker-dealers who certify to the Placement Agents, the Company
and the Guarantors in writing that they anticipate that they will be
Participating Broker-Dealers; provided that, in connection with such
application of the Shelf Registration procedures set forth in Section 3 to an
Exchange Offer Registration, the Company and the Guarantors shall be obligated
(x) to deal only with one entity representing the Participating Broker-Dealers,
which shall be Morgan Stanley & Co. Incorporated unless it elects not to
act as such representative, in which case an alternate representative shall
have been designated by the Participating Broker-Dealers in writing to the
Company and the Guarantors (y) to pay the fees and expenses of only one counsel
representing the Participating Broker-Dealers, which shall be counsel to the
Placement Agents unless such counsel elects not to so act, in which case
alternate counsel shall have been designated by the Participating
Broker-Dealers in writing to the Company and the Guarantors, and (z) to cause
to be delivered only one, if any, “cold comfort” letter with respect to the
Prospectus in the form existing on the last Exchange Date and with respect to
each subsequent amendment or supplement, if any, effected during the period
specified in clause (i) above.


 


(c)           The Placement Agents shall have no
liability to the Company, the Guarantors or any Holder with respect to any
request that it may make pursuant to Section 4(b) above.


 


12

















 


5.             Indemnification
and Contribution.


 


(a)           Each of the Company and the
Guarantors agree, jointly and severally, to indemnify and hold harmless the
Placement Agents, each Holder and each Person, if any, who controls any
Placement Agent or any Holder within the meaning of either Section 15 of the
1933 Act or Section 20 of the 1934 Act, or is under common control with, or is
controlled by, any Placement Agent or any Holder, from and against all losses,
claims, damages and liabilities (including, without limitation, any legal or
other expenses reasonably incurred by the Placement Agent, any Holder or any
such controlling or affiliated Person in connection with defending or
investigating any such action or claim) caused by any untrue statement or
alleged untrue statement of a material fact contained in any Registration
Statement (or any amendment thereto) pursuant to which Exchange Securities or
Registrable Securities were registered under the 1933 Act, including all
documents incorporated therein by reference, or caused by any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, or caused by any
untrue statement or alleged untrue statement of a material fact contained in
any Prospectus (as amended or supplemented if the Company and the Guarantors
shall have furnished any amendments or supplements thereto), or caused by any
omission or alleged omission to state therein a material fact necessary to make
the statements therein in light of the circumstances under which they were made
not misleading, except insofar as such losses, claims, damages or liabilities
are caused by any such untrue statement or omission or alleged untrue statement
or omission based upon information relating to the Placement Agents or any
Holder furnished to the Company and the Guarantors in writing through Morgan
Stanley & Co. Incorporated or any selling Holder expressly for use therein.  In connection with any Underwritten Offering
permitted by Section 3, the Company and the Guarantors will also jointly and
severally indemnify the Underwriters, if any, selling brokers, dealers and
similar securities industry professionals participating in the distribution,
their officers and directors and each Person who controls such Persons (within
the meaning of the 1933 Act and the 1934 Act) to the same extent as provided
above with respect to the indemnification of the Holders, if requested in
connection with any Registration Statement.


 


(b)           Each Holder agrees, severally and not
jointly, to indemnify and hold harmless the Company, the Guarantors, the
Placement Agents and the other selling Holders, and each of their respective
directors, officers who sign the Registration Statement and each Person, if
any, who controls the Company or the Guarantors, any Placement Agent and any
other selling Holder within the meaning of either Section 15 of the 1933 Act or
Section 20 of the 1934 Act to the same extent as the foregoing indemnity from
the Company and the Guarantors to the Placement Agents and the Holders, but
only with reference to information relating to such Holder furnished to the
Company and the Guarantors in writing by such Holder expressly for use in any Registration
Statement (or any amendment thereto) or any Prospectus (or any amendment or
supplement thereto).


 


(c)           In case any proceeding (including any
governmental investigation) shall be instituted involving any Person in respect
of which indemnity may be sought pursuant to either paragraph (a) or paragraph
(b) above, such Person (the “indemnified party”) shall promptly notify the
Person against whom such indemnity may be sought (the “indemnifying party”) in
writing and the indemnifying party, upon request of the indemnified party,
shall retain counsel reasonably satisfactory to the indemnified party to
represent the indemnified party and


 


13

















 


any others the indemnifying party may designate in such proceeding and
shall pay the fees and disbursements of such counsel related to such
proceeding.  In any such proceeding, any
indemnified party shall have the right to retain its own counsel, but the fees
and expenses of such counsel shall be at the expense of such indemnified party
unless (i) the indemnifying party and the indemnified party shall have mutually
agreed to the retention of such counsel or (ii) the named parties to any such
proceeding (including any impleaded parties) include both the indemnifying party
and the indemnified party and representation of both parties by the same
counsel would be inappropriate due to actual or potential differing interests
between them.  It is understood that the
indemnifying party shall not, in connection with any proceeding or related
proceedings in the same jurisdiction, be liable for (a) the fees and
expenses of more than one separate firm (in addition to any local counsel) for
the Placement Agents and all Persons, if any, who control any Placement Agent
within the meaning of either Section 15 of the 1933 Act or Section 20 of the
1934 Act, (b) the fees and expenses of more than one separate firm (in
addition to any local counsel) for the Company, the Guarantors their respective
directors and officers who sign the Registration Statement and each Person, if
any, who controls the Company or the Guarantors within the meaning of either
such Section and (c) the fees and expenses of more than one separate firm (in
addition to any local counsel) for all Holders and all Persons, if any, who
control any Holders within the meaning of either such Section, and that all
such fees and expenses shall be reimbursed as they are incurred.  In such case involving the Placement Agents
and Persons who control the Placement Agents, such firm shall be designated in
writing by Morgan Stanley & Co. Incorporated.  In such case involving the Holders and such Persons who control
Holders, such firm shall be designated in writing by the Majority Holders.  In all other cases, such firm shall be
designated by the Company and the Guarantors. 
The indemnifying party shall not be liable for any settlement of any
proceeding effected without its written consent but, if settled with such
consent or if there be a final judgment for the plaintiff, the indemnifying
party agrees to indemnify the indemnified party from and against any loss or
liability by reason of such settlement or judgment.  Notwithstanding the foregoing sentence, if at any time an
indemnified party shall have requested an indemnifying party to reimburse the
indemnified party for reasonable fees and expenses of counsel as contemplated
by the second and third sentences of this paragraph, the indemnifying party
agrees that it shall be liable for any settlement of any proceeding effected
without its written consent if (i) such settlement is entered into more than 30
days after receipt by such indemnifying party of the aforesaid request and (ii)
such indemnifying party shall not have reimbursed the indemnified party for
such fees and expenses of counsel in accordance with such request prior to the
date of such settlement.  No
indemnifying party shall, without the prior written consent of the indemnified
party, effect any settlement of any pending or threatened proceeding in respect
of which such indemnified party is or could have been a party and indemnity
could have been sought hereunder by such indemnified party, unless such
settlement includes an unconditional release of such indemnified party from all
liability on claims that are the subject matter of such proceeding.


 


(d)           If the indemnification provided for
in paragraph (a) or paragraph (b) of this Section 5 is unavailable to an
indemnified party or insufficient in respect of any losses, claims, damages or
liabilities, then each indemnifying party under such paragraph, in lieu of
indemnifying such indemnified party thereunder, shall contribute to the amount
paid or payable by such indemnified party as a result of such losses, claims,
damages or liabilities in such proportion as is appropriate to reflect the relative
fault of the indemnifying party or parties on the one hand and of the
indemnified party or parties on the other hand in connection with the


 


14

















 


statements or omissions that resulted in such losses, claims, damages
or liabilities, as well as any other relevant equitable considerations.  The relative fault of the Company, the
Guarantors and the Holders shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or
the omission or alleged omission to state a material fact relates to
information supplied by the Company, the Guarantors or by the Holders and the
parties’ relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. 
The Holders’ respective obligations to contribute pursuant to this
Section 5(d) are several in proportion to the respective principal amount of
Registrable Securities of such Holder that were registered pursuant to a
Registration Statement.


 


(e)           The Company, the Guarantors and each
Holder agree that it would not be just or equitable if contribution pursuant to
this Section 5 were determined by pro  rata allocation or by any
other method of allocation that does not take account of the equitable
considerations referred to in paragraph (d) above.  The amount paid or payable by an indemnified party as a result of
the losses, claims, damages and liabilities referred to in paragraph (d) above
shall be deemed to include, subject to the limitations set forth above, any
legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or claim.  Notwithstanding the provisions of this
Section 5, no Holder shall be required to indemnify or contribute any amount in
excess of the amount by which the total price at which Registrable Securities
were sold by such Holder exceeds the amount of any damages that such Holder has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. 
No Person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the 1933 Act) shall be entitled to contribution from any
Person who was not guilty of such fraudulent misrepresentation.  The remedies provided for in this
Section 5 are not exclusive and shall not limit any rights or remedies
which may otherwise be available to any indemnified party at law or in equity.


 


The indemnity and contribution provisions contained
in this Section 5 shall remain operative and in full force and effect
regardless of (i) any termination of this Agreement, (ii) any investigation
made by or on behalf of the Placement Agents, any Holder or any Person
controlling any Placement Agent or any Holder, or by or on behalf of the
Company or the Guarantors, their respective officers or directors or any Person
controlling the Company or the Guarantors, (iii) acceptance of any of the
Exchange Securities and (iv) any sale of Registrable Securities pursuant to a
Shelf Registration Statement.


 


6.             Miscellaneous.


 


(a)           No Inconsistent Agreements.  The Company and the Guarantors have not
entered into, and on or after the date of this Agreement will not enter into,
any agreement which is inconsistent with the rights granted to the Holders of
Registrable Securities in this Agreement or otherwise conflicts with the
provisions hereof.  The rights granted
to the Holders hereunder do not in any way conflict with and are not
inconsistent with the rights granted to the holders of the Company’s and the
Guarantors’ other issued and outstanding securities under any such agreements.


 


(b)           Amendments and Waivers.  The provisions of this Agreement, including
the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or


 


15

















 


consents to departures from the provisions hereof may not be given
unless the Company and the Guarantors have obtained the written consent of
Holders of at least a majority in aggregate principal amount of the outstanding
Registrable Securities affected by such amendment, modification, supplement,
waiver or consent; provided, however, that no amendment,
modification, supplement, waiver or consent to any departure from the
provisions of Section 5 hereof shall be effective as against any Holder of
Registrable Securities unless consented to in writing by such Holder.


 


(c)           Notices.  All notices and other communications
provided for or permitted hereunder shall be made in writing by hand-delivery,
registered first-class mail, telex, telecopier, or any courier guaranteeing
overnight delivery (i) if to a Holder, at the most current address given by
such Holder to the Company and the Guarantors by means of a notice given in
accordance with the provisions of this Section 6(c), which address initially
is, with respect to the Placement Agents, the address set forth in the
Placement Agreement; and (ii) if to the Company and the Guarantors, initially
at the Company’s address set forth in the Placement Agreement and thereafter at
such other address, notice of which is given in accordance with the provisions
of this Section 6(c).


 


All such notices and communications shall be
deemed to have been duly given:  at the
time delivered by hand, if personally delivered; five business days after being
deposited in the mail, postage prepaid, if mailed; when answered back, if
telexed; when receipt is acknowledged, if telecopied; and on the next business
day if timely delivered to an air courier guaranteeing overnight delivery.


 


Copies of all such notices, demands, or other
communications shall be concurrently delivered by the Person giving the same to
the Trustee, at the address specified in the Indenture.


 


(d)           Successors and Assigns.  This Agreement shall inure to the benefit of
and be binding upon the successors, assigns and transferees of each of the
parties, including, without limitation and without the need for an express
assignment, subsequent Holders; provided that nothing herein shall be
deemed to permit any assignment, transfer or other disposition of Registrable
Securities in violation of the terms of the Placement Agreement.  If any transferee of any Holder shall
acquire Registrable Securities, in any manner, whether by operation of law or
otherwise, such Registrable Securities shall be held subject to all of the
terms of this Agreement, and by taking and holding such Registrable Securities
such Person shall be conclusively deemed to have agreed to be bound by and to
perform all of the terms and provisions of this Agreement and such Person shall
be entitled to receive the benefits hereof. 
The Placement Agents (in their capacity as Placement Agents) shall have
no liability or obligation to the Company or the Guarantors with respect to any
failure by a Holder to comply with, or any breach by any Holder of, any of the
obligations of such Holder under this Agreement.


 


(e)           Purchases and Sales of Securities.  Until the expiration of two years from the
Closing Date, the Company and the Guarantors shall not, and shall use their
best efforts to cause their affiliates (as defined in Rule 405 under the 1933
Act) not to, purchase and then resell or otherwise transfer any Securities.


 


16

















 


(f)            Third Party Beneficiary.  The Holders shall be third party
beneficiaries to the agreements made hereunder between the Company and the
Guarantors, on the one hand, and the Placement Agents, on the other hand, and
shall have the right to enforce such agreements directly to the extent they
deem such enforcement necessary or advisable to protect their rights or the
rights of Holders hereunder.


 


(g)           Counterparts.  This Agreement may be executed in any number
of counterparts and by the 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.


 


(h)           Headings.  The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.


 


(i)            Governing Law.  This Agreement shall be governed by the laws
of the State of New York.


 


(j)            Severability.  In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the
remaining provisions contained herein shall not be affected or impaired
thereby.


 


17

















 


IN WITNESS WHEREOF, the parties have executed
this Agreement as of the date first written above.


 


	
   

  	
  KINETIC CONCEPTS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MEDCLAIM, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  KCI HOLDING COMPANY,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  KCI REAL HOLDINGS,
  L.L.C.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  KCI INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


[SIGNATURE PAGE TO REGISTRATION RIGHTS
AGREEMENT]


 


18

















 


	
   

  	
  KCI LICENSING, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  KCI PROPERTIES LIMITED

  
	
   

  	
   

  
	
   

  	
  By:

  	
  KCI USA REAL HOLDINGS,
  L.L.C.,

  its General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  KCI REAL PROPERTY
  LIMITED

  
	
   

  	
   

  
	
   

  	
  By:

  	
  KCI USA REAL HOLDINGS,
  L.L.C.,

  its General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  KCI USA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


[SIGNATURE PAGE TO REGISTRATION RIGHTS
AGREEMENT]


 

















 


	
   

  	
  KCI USA REAL HOLDINGS,
  L.L.C.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


[SIGNATURE PAGE TO REGISTRATION RIGHTS
AGREEMENT]


 

















 


Accepted as of the date hereof:


 


MORGAN STANLEY & CO. INCORPORATED


CREDIT SUISSE FIRST BOSTON LLC


GOLDMAN, SACHS & CO.


J.P. MORGAN SECURITIES INC.


SCOTIA CAPITAL (USA) INC.


WELLS FARGO SECURITIES, LLC


 


 


	
  By:  MORGAN STANLEY & CO.
  INCORPORATED

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


 


[SIGNATURE PAGE TO REGISTRATION RIGHTS
AGREEMENT]


 

















 


SCHEDULE A


 


 


Guarantors


 


	
  Name

  	
   

  	
  Jurisdiction of Organization

  
	
   

  	
   

  	
   

  
	
  Medclaim, Inc.

  	
   

  	
  North Carolina

  
	
  KCI Holding Company, Inc.

  	
   

  	
  Delaware

  
	
  KCI Real Holdings, L.L.C.

  	
   

  	
  Delaware

  
	
  KCI International, Inc.

  	
   

  	
  Delaware

  
	
  KCI Licensing, Inc.

  	
   

  	
  Delaware

  
	
  KCI Properties Limited

  	
   

  	
  Texas

  
	
  KCI Real Property Limited

  	
   

  	
  Texas

  
	
  KCI USA, Inc.

  	
   

  	
  Delaware

  
	
  KCI USA Real Holdings, L.L.C.

  	
   

  	
  Delaware

  
	
  Any additional subsidiaries of the Company
  that shall, as of the Closing Date, be named as guarantors in connection with
  the New Senior Credit Facility.

  	
   

  	
   

  



 


A-1