Settlement Agreement dated 12/31/02



 



Exhibit 10.18


The portions on page 4 of this Agreement marked with three asterisks in brackets ([* * *])
have been omitted pursuant to an application for confidential treatment under Rule 24b-2
of the Securities Exchange Act of 1934 and have been filed separately with the Securities
and Exchange Commission.


SETTLEMENT AGREEMENT


               SETTLEMENT AGREEMENT (this “Agreement”), dated December 31, 2002 (the
“Effective Date”), by and between Kinetic Concepts, Inc., a Texas corporation
(“KCI”), KCI USA, Inc., a Delaware corporation (“KCI USA”), Medical Retro
Design, Inc., a Delaware corporation (“MRD”, and, together with KCI and KCI
USA, the “Plaintiffs” or the “KCI Entities”), the shareholders of KCI set forth
on the signature pages hereof (the “KCI Shareholders”), Hillenbrand Industries,
Inc., an Indiana corporation (“Hillenbrand Industries”), Hill-Rom, Inc., an
Indiana corporation (“Hill-Rom, Inc.”), Hill-Rom Company, Inc. an Indiana
corporation (“Hill-Rom”, and, together with Hillenbrand Industries and
Hill-Rom, Inc., the “Defendants” or the “Hillenbrand Entities”), and the
shareholders of Hillenbrand Industries set forth on the signature pages hereof
(the “Hillenbrand Shareholders”).



               WHEREAS, the KCI Entities and the Hillenbrand Entities are or have been in
the business of designing, manufacturing, distributing, selling, renting and
servicing therapeutic systems and equipment for use in diverse health care
settings (the “Business”);



               WHEREAS, on or about August 16, 1995, the Plaintiffs commenced a lawsuit
against the Defendants styled Kinetic Concepts, Inc., et al. v. Hillenbrand
Industries, Inc., et al., No. SA-95-CA-0755-FB (the “Action”), in the U.S.
District Court for the Western District of Texas (the “Court”); and



               WHEREAS, subject to the terms hereof, the parties hereto now wish to
settle and release certain claims by them against the others as set forth
herein.



               NOW, THEREFORE, in consideration of the mutual covenants, representations
and agreements set forth below, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto, intending to be legally bound, hereby agree as follows:




	1.	 	Stipulation and Proposed Order of Dismissal with Prejudice. Immediately
following the deposit of the Settlement Payment (as defined in section
4(a) of this Agreement) into escrow as contemplated by section 4(a) of
this Agreement, the Plaintiffs will deliver to the Defendants’ counsel in
the Action a Stipulation of Dismissal and a Proposed Order of Dismissal
with Prejudice, pursuant to Federal Rule of Civil Procedure 41(a), in the
forms attached hereto as Exhibit A (together, the “Stipulation and
Proposed Order”), executed by counsel for the Plaintiffs. The Defendants
shall thereupon file the Stipulation and Proposed Order with the Court
within one business day of their receipt thereof. The Plaintiffs and the
Defendants agree to use their respective best efforts to secure the prompt
entry of the Stipulation and Proposed Order by the Court. The parties
hereby expressly acknowledge, understand, and agree that this Agreement
and the Stipulation and Proposed Order constitute a compromise of disputed
and unliquidated claims, and that by entering into this









 







	 	 	Agreement and the Stipulation and Proposed Order they do not intend nor
shall they be deemed to admit any liability or fault with respect to the
claims released herein. The parties further agree that neither this
Agreement nor the Stipulation and Proposed Order shall be admissible by any
of them in any proceeding except a proceeding to enforce this Agreement
and, subject to Section 5 hereof, in any such proceeding this Agreement
shall be filed under seal.
	 
	2.	 	Mutual Release.




	 	(a)	 	Subject to sections 2(c) and 2(d) hereof, the
Plaintiffs, the KCI Shareholders and each of their respective
successors, assigns, affiliates and subsidiaries hereby
irrevocably and forever release, remise, cancel, acquit and
discharge the Defendants and the Hillenbrand Shareholders, their
respective successors, assigns, affiliates and subsidiaries, and
each of their respective officers, directors, shareholders,
partners, members, employees, representatives, attorneys,
advisors and agents (collectively, the “Defendants Released
Parties”), both individually and in corporate capacities as such,
from any and all actions, causes of action, claims,
counter-claims, cross-claims, liabilities, demands, debts, liens,
damages, multiple damages, punitive damages, costs, losses,
attorneys’ fees, expenses and/or compensation of any kind and
nature whatsoever, whether known or unknown, suspected or
unsuspected, disclosed or undisclosed, asserted or unasserted,
contingent or accrued, at law or in equity, under statute, rule,
regulation, at common law or otherwise, that any of the
Plaintiffs or the KCI Shareholders has, ever had or ever in the
future can, shall or may have, against any of the Defendants
Released Parties relating to, in connection with or arising out
of the Action or the Business based on conduct or events from the
beginning of time through the date hereof (collectively, the
“Plaintiffs’ Claims”). Subject to sections 2(c) and 2(d) hereof,
the Plaintiffs and the KCI Shareholders expressly acknowledge and
agree that the foregoing release is a full general release which
includes, without limitation, all Plaintiffs’ Claims which may
result from the current or future effects of conduct or events
occurring prior to or which may exist as of the Effective Date,
including without limitation those which the Plaintiffs and the
KCI Shareholders do not know exist in their favor, whether
through ignorance, oversight, error, negligence or otherwise, and
which might, if known, have materially affected their decision to
enter into this Agreement. For purposes of this Agreement,
“affiliate” shall have the meaning given such term in Rule 12b-2
under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”).
	 
	 	(b)	 	Subject to sections 2(c) and 2(d) of this Agreement,
the Defendants, the Hillenbrand Shareholders and each of their
respective successors, assigns, affiliates and subsidiaries
hereby irrevocably and forever release, remise, cancel, acquit
and discharge the Plaintiffs and the KCI Shareholders, their
respective successors, assigns, affiliates and subsidiaries, and
each of their respective officers, directors, shareholders,
partners, members, employees, representatives,



2






 







	 	 	 	attorneys, advisors and agents (collectively, the “Plaintiffs
Released Parties”), both individually and in corporate capacities
as such, from any and all actions, causes of action, claims,
counter-claims, cross-claims, liabilities, demands, debts, liens,
damages, multiple damages, punitive damages, costs, losses,
attorneys’ fees, expenses and/or compensation of any kind and
nature whatsoever, whether known or unknown, suspected or
unsuspected, disclosed or undisclosed, asserted or unasserted,
contingent or accrued, at law or in equity, under statute, rule,
regulation, at common law or otherwise, that any of the Defendants
or the Hillenbrand Shareholders has, ever had or ever in the future
can, shall or may have, against any of the Plaintiffs Released
Parties relating to, in connection with or arising out of the
Action or the Business based on conduct or events from the
beginning of time through the date hereof (collectively, the
“Defendants’ Claims”). Subject to sections 2(c) and 2(d) hereof,
the Defendants and the Hillenbrand Shareholders expressly
acknowledge and agree that the foregoing release is a full general
release which includes, without limitation, all Defendants’ Claims
which may result from the current or future effects of conduct or
events occurring prior to or which may exist as of the Effective
Date, including without limitation those which the Defendants and
the Hillenbrand Shareholders do not know exist in their favor,
whether through ignorance, oversight, error, negligence or
otherwise, and which might, if known, have materially affected
their decision to enter into this Agreement.
	 
	 	(c)	 	Notwithstanding the provisions of sections 2(a) and
2(b) of this Agreement, the parties specifically agree that the
mutual releases set forth therein shall not release, remise,
cancel, acquit or discharge the parties’ obligations relating to,
in connection with or arising under: (i) this Agreement; (ii)
previously executed letter agreements between or among the
parties or any of them concerning or comprising settlement
communications; (iii) (A) that certain Joint Defense and
Confidentiality Agreement, dated as of May 8, 2001, by and among
Skadden, Arps, Slate, Meagher & Flom LLP, Jones, Day, Reavis &
Pogue and Baker & McKenzie, as amended by that certain First
Addendum to Joint Defense and Confidentiality Agreement, dated as
of December 1, 2001, and (B) that certain Confidentiality
Agreement, dated as of December 1, 2001, by and between KCI and
Hillenbrand Industries; (iv) binding agreements between or among
the parties or any of them entered on or after the Effective
Date; or (v) any post-Effective Date conduct or events, except as
expressly set forth in section 2(d) hereof, and without modifying
or limiting the release of future effects of conduct or events
occurring prior to or which may exist as of the Effective Date as
set forth in sections 2(a) and 2(b) hereof.
	 
	 	(d)	 	Notwithstanding the provisions of sections 2(a) and
2(b) of this Agreement, the parties specifically agree that with
respect to conduct or events occurring after the Effective Date,
the following shall constitute released or non-released claims:



3






 




The portions on page 4 of this Agreement marked with three asterisks in
brackets ([* * *]) have been omitted pursuant to an application for
confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934
and have been filed separately with the Securities and Exchange Commission.



	 	 	(i)	 	Released Claims include actions, causes of
action, claims, counter-claims, cross-claims, liabilities,
demands, debts, liens, damages, multiple damages, punitive
damages, costs, losses, attorneys’ fees, expenses and/or
compensation of any kind and nature whatsoever, whether known
or unknown, suspected or unsuspected, disclosed or
undisclosed, asserted or unasserted, contingent or accrued, at
law or in equity, under statute, rule, regulation, at common
law or otherwise, relating to, in connection with or arising
out of: [* * *].
	 
	 	 	(ii)	 	Non-Released Claims include actions, causes
of action, claims, counter-claims, cross-claims, liabilities,
demands, debts, liens, damages, multiple damages, punitive
damages, costs, losses, attorneys’ fees, expenses and/or
compensation of any kind and nature whatsoever, whether known
or unknown, suspected or unsuspected, disclosed or
undisclosed, asserted or unasserted, contingent or accrued,
at law or in equity, under statute, rule, regulation, at
common law or otherwise, relating to, in connection with or
arising out of: [* * *].




	3.	 	Representations, Warranties, Covenants and Agreements.




	 	(a)	 	The Plaintiffs and the KCI Shareholders represent and
warrant that as of the Effective Date they have not assigned to
any third party any Plaintiffs’ Claims relating to, in connection
with or arising out of the Action or the Business and that no
third party has any rights to any actual or purported Plaintiffs’
Claims. Plaintiffs and the KCI Shareholders covenant and agree
not to assign any Plaintiffs’ Claims to any third party from the
Effective Date for so long this Agreement shall remain in effect.
	 
	 	(b)	 	The Defendants and the Hillenbrand Shareholders
represent and warrant that as of the Effective Date they have not
assigned to any third party any Defendants’ Claims relating to,
in connection with or arising out of the Action or the Business
and that no third party has any rights to any actual or purported
Defendants’ Claims. Defendants and the Hillenbrand Shareholders
covenant and agree not to assign any Defendants’ Claims to any
third party from the Effective Date for so long this Agreement
shall remain in effect.
	 
	 	(c)	 	The Plaintiffs and the KCI Shareholders covenant and
agree to notify the Defendants in writing no later than two (2)
business days following a Bankruptcy, a Change of Control (as
defined in section 4(b) of this Agreement) or the termination or
abandonment of a Change of Control Arrangement (as defined
below).



4






 







	4.	 	Settlement Payment.




	 	(a)	 	The amount to be paid by the Hillenbrand Entities to
the Plaintiffs on the Payment Date (as such term is defined
below) shall be $175,000,000 (the “Settlement Payment”). Within
five (5) business days of the Effective Date, the Settlement
Payment shall be made by wire transfer in immediately available
funds to an account at U.S. Bank National Association, to be held
in escrow until the Payment Date (as defined below) pursuant to
the Escrow Agreement dated as of the date hereof among the
Plaintiffs, the Defendants and U.S. Bank National Association
(the “Escrow Agreement”). The Settlement Payment (less any
accrued interest thereon) shall be made from such escrow account
to the Plaintiffs in accordance with the Escrow Agreement no
later than one (1) business day following the Court’s approval of
the Stipulation and Proposed Order (such date being referred to
herein as the “Payment Date”). If, for any reason (subject to
the Plaintiffs’ and Defendants’ respective “best efforts”
obligations as set forth in section 1 of this Agreement), the
Court’s approval of the Stipulation and Proposed Order shall not
occur by the end of twenty-five (25) calendar days following the
Effective Date, then, at the option of any of the Plaintiffs or
the Defendants, (i) this Agreement shall be terminated and of no
force and effect upon written notice (the “Termination Notice”)
to the other parties to this Agreement and the Escrow Agent (as
such term is defined in the Escrow Agreement), and (ii) the
Settlement Amount (plus any accrued interest thereon) shall be
returned to the account of the Defendants in accordance with the
Escrow Agreement.
	 
	 	(b)	 	Within two (2) business days after the one year
anniversary of the Payment Date, the Hillenbrand Entities shall
pay to the Plaintiffs, by wire transfer in immediately available
funds, an additional $75,000,000 (the “Additional Payment”)
(which amount shall be considered an additional payment in
settlement of the Action, and not a penalty), so that the
aggregate amount payable by the Defendants hereunder shall be
$250,000,000, unless, as of the one year anniversary of the
Payment Date:




	 	 	(i)	 	a Bankruptcy or a Change of Control (each as
defined below) has occurred; or
	 
	 	 	(ii)	 	a definitive, binding agreement regarding a
proposed Change of Control (a “Change of Control Arrangement”)
has been entered into by any KCI Entity or KCI Shareholder
with any Person and is then in effect; provided, however, that if such Change of Control Arrangement is terminated or
abandoned, then the Additional Payment shall be made by the
Hillenbrand Entities to the Plaintiffs within five (5)
business days following such termination or abandonment.



5






 






If either of the foregoing events has occurred as of the one year
anniversary of the Payment Date, no payment of the Additional
Payment shall be due (except as provided in clause (ii) above).
For purposes of this Agreement, a “Bankruptcy” shall occur if KCI
shall generally not pay its debts as such debts become due, or
shall admit in writing its inability to pay its debts generally, or
shall make a general assignment for the benefit of creditors; or
any proceeding shall be instituted by or against KCI seeking to
adjudicate it bankrupt or insolvent, or seeking liquidation,
winding up, reorganization, arrangement, adjustment, protection,
relief or composition of it or its debts under any law relating to
bankruptcy, insolvency or reorganization or relief of debtors, or
seeking the entry of an order for relief or the appointment of a
receiver, trustee or other similar official for it or for any
substantial part of its property and, in the case of any such
proceeding instituted against KCI, either such proceeding shall
remain undismissed for a period of ninety (90) days or any of the
actions sought in such proceeding shall occur; or KCI shall
voluntarily commence dissolution or liquidation proceedings. For
purposes of this Agreement, “Change of Control” means any
transaction or series of related transactions pursuant to which:
(i) any one or more Persons shall acquire, directly or indirectly,
through merger, consolidation, share exchange, acquisition,
recapitalization, reorganization or otherwise, beneficial ownership
(within the meaning of Rule 13d-3 under the Exchange Act) of
securities of KCI representing more than 50% of the combined voting
power of KCI entitled to vote in the election of directors; or (ii)
any one or more Persons shall acquire, directly or indirectly, all
or substantially all of the assets of KCI or all or substantially
all of the assets of the VAC Business or the surface bed business
of the KCI Entities (the “Surface Bed Business”); provided,
however, that any change of beneficial ownership in any securities
of KCI as a result of any public offering shall not be included in
any calculation of combined voting power pursuant to clause (i)
above; provided further, by way of example only and without
otherwise qualifying the language above, that the following shall
not constitute a “Change of Control” for purposes of this
Agreement: (x) any reorganization, recapitalization, share
exchange, consolidation or similar transaction or series of related
transactions which does not effect a change in the beneficial
ownership of more than 50% of the combined voting power of all
securities of KCI entitled to vote in the election of directors;
(y) any change of beneficial ownership resulting from a transfer of
securities from any KCI Shareholder to any other KCI Shareholder or
to any affiliate of any KCI Shareholder; and (z) any merger
effected exclusively for the purpose of changing KCI’s domicile.
For purposes of this Agreement, “Person” means an individual,
partnership, corporation (including a business trust), joint stock
company, trust, unincorporated association, joint venture, limited
liability company, other entity, any government or any political
subdivision or agency thereof or any trustee, receiver, custodian
or similar official, other than any of the KCI Entities or any of
the KCI Shareholders.


6






 



	5.	 	Disclosure. Each of the parties hereto agrees to maintain the
confidentiality of this Agreement and the terms hereof, provided, however,
that: (a) the Plaintiffs and the Defendants shall issue separate press
releases substantially in the forms attached hereto as Exhibit B and
Exhibit C, respectively, with respect to the settlement of the Action; and
(b) the Plaintiffs and the Defendants may and shall each make disclosures
only to the extent that any such disclosing party receives advice of
counsel from a nationally recognized securities law firm that such
disclosure (in form, substance and scope) is required under applicable
federal securities laws, rules and regulations.
	 
	6.	 	Entire Agreement. This Agreement constitutes the entire agreement
between the parties concerning the subject matters discussed herein, and
supplants all discussions, representations and understandings of any kind
concerning such subject matters that preceded the execution of this
Agreement, and is the exclusive agreement between the parties on these
subjects from the time of execution.
	 
	7.	 	Counterparts. This Agreement may be executed in separate counterparts,
each of which shall be deemed an original and taken together shall
constitute one and the same Agreement. Facsimile copies of signatures
shall constitute original signatures for all purposes of this Agreement
and any enforcement hereof.
	 
	8.	 	Modification. This Agreement may not be changed orally, but only in
writing signed by the parties hereto.
	 
	9.	 	Jurisdiction and Service of Process. Each of the parties agrees that any
federal court sitting in the Northern District of Georgia shall have the
exclusive jurisdiction to enforce any provision of, or decide any dispute
between the parties related to or arising out of, this Agreement, and
consents to service of process for purposes of such proceeding.
	 
	10.	 	Choice of Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without giving effect
to the conflict of laws principles thereof.
	 
	11.	 	Authority. Each party represents and warrants that it has the authority
to execute and deliver this Agreement and to perform its obligations
hereunder.
	 
	12.	 	Documents.




	 	(a)	 	Plaintiffs and Defendants acknowledge that they are
subject to that certain Protective Order, file-dated as of April
9, 1996 (the “Protective Order”), and agree that upon the
Effective Date, the Action will be deemed terminated within the
meaning of Paragraph 19 thereof, whereupon the Plaintiffs’ and
Defendants’ respective obligations and the other provisions set
forth in Paragraphs 19 of the Protective Order shall take effect.
In carrying out their obligations under this section 12 and
Paragraph 19 of the Protective Order, the Plaintiffs and the
Defendants shall have the option of destroying or returning to
the other party the



7






 





	 	 	 	covered documents; provided, however, that each party notify the
other party prior to the destruction of any covered documents and
that any party may elect to have any such covered documents
returned to it at its own cost and expense. In the event any party
hereto requests that any other party return or destroy any
documents or materials not subject to the Protective Order, the
party receiving such request shall return or destroy such documents
or materials, as the case may be, and the party requesting such
return or destruction shall promptly reimburse the other party for
all costs and expenses (including, without limitation, attorneys’
fees) in connection therewith.
	 
	 	(b)	 	Compliance with the obligations set forth or referenced
in this Section 12 and the Protective Order shall be confirmed by
written certification to the other party within the period
prescribed by Paragraph 19 of the Protective Order that the terms
of such Paragraph 19 have been fulfilled by the return or
destruction of the covered documents.




	13.	 	Binding Effect.




	 	(a)	 	Except as otherwise expressly provided herein, this
Agreement shall bind and be binding upon the Defendants, the
Hillenbrand Shareholders, the Plaintiffs and the KCI
Shareholders, each of their successors, assigns, affiliates and
subsidiaries, and each of their respective officers, directors,
shareholders, partners, members, employees, representatives,
attorneys, advisors and agents, both individually and in
corporate capacities as such. Except as otherwise expressly
provided herein, this Agreement shall inure to the benefit of the
Defendants, the Hillenbrand Shareholders, the Plaintiffs, the KCI
Shareholders, and each of their successors, assigns, affiliates
and subsidiaries, and each of their respective officers,
directors, shareholders, partners, members, employees,
representatives, attorneys, advisors and agents, both
individually and in corporate capacities as such.
	 
	 	(b)	 	Each of the parties hereto specifically agrees to cause
any successor, assign, affiliate, subsidiary or other transferee
of any portion of the Business (except for transactions in the
ordinary course of business) to be bound by the terms of this
Agreement.




	14.	 	Severability. If any term, provision, covenant or restriction of this
Agreement is held by a court of competent jurisdiction or other authority
to be invalid, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions of this Agreement shall remain in
full force and effect and shall in no way be affected, impaired or
invalidated. The parties agree to amend any such term, provision,
covenant or restriction to the extent possible to comply with applicable
law to give maximum effect to their intent as set forth in this Agreement.



8






 







	15.	 	Notices. Any written notice, instruction, direction or other
communication shall be in writing and shall be given by prepaid certified
or registered United States mail, return receipt requested, reliable
overnight courier service or facsimile. Any such notice, instruction,
direction or communication shall be deemed to be received three business
days after any such mailing, at the time of the scheduled delivery by such
courier service or upon receipt of answerback confirmation of such
facsimile; and in each case shall be given to the parties at the addresses
set forth below or such other address as notified to the other parties
hereto subsequent to the Effective Date:



          If to Hillenbrand Industries:




	 	Hillenbrand Industries, Inc.

700 State Route 46E

Batesville, IN 47006

Attention: General Counsel

Facsimile: 812-934-8258





          If to Hill-Rom:




	 	Hill-Rom Company, Inc.

1069 State Route 46E

Batesville, IN 47006

Attention: President/CEO

Facsimile: 812-934-8329

Copy:       General Counsel of Hillenbrand Industries

Facsimile: 812-934-8258





          If to Hill-Rom, Inc.:




	 	Hill-Rom, Inc.

1069 State Route 46E

Batesville, IN 47006

Attention: President/CEO

Facsimile: 812-934-8329

Copy:       General Counsel of Hillenbrand Industries

Facsimile: 812-934-8258





          If to KCI:




	 	Kinetic Concepts, Inc.

8023 Vantage Road

San Antonio, TX

Attention: General Counsel

Facsimile: 210-255-6204





9






 




          If to KCI USA:




	 	8023 Vantage Road

San Antonio, TX

Attention: General Counsel

Facsimile: 210-255-6204





          If to MRD:



	 	8023 Vantage Road

San Antonio, TX

Attention: General Counsel

Facsimile: 210-255-6204





          If to Blum Capital Partners:




	 	Blum Capital Partners

909 Montgomery Street, Suite 400

San Francisco, CA 94133

Facsimile: 415-283-0641

Attention: General Counsel






          If to Fremont Partners:




	 	Fremont Partners

199 Fremont Street

23rd Floor

San Francisco, CA 94105

Facsimile: 415-512-7121

Attention: Kevin Baker, Managing Director and General Counsel





          If to Dr. James Leininger:




	 	c/o Kinetic Concepts, Inc.

8023 Vantage Road

San Antonio, TX

Attention: General Counsel

Facsimile: 210-255-6204





10






 





          If to the Hillenbrand Shareholders:


	 	c/o Hillenbrand Industries, Inc.

700 State Route 46E

Batesville, IN 47006

Attention: General Counsel

Facsimile: 812-934-8258





[Signature pages follow]


11






 





               IN WITNESS WHEREOF, the parties have executed this Agreement as of the
31st day of December, 2002.




	 	 	 
	 	 	
HILLENBRAND INDUSTRIES, INC.
	 	 	 
	 	 	
              /s/  SCOTT K. SORENSEN



Name:   Scott K. Sorensen

Title:          VP and CFO
	 	 	 
	 	 	
HILL-ROM COMPANY, INC.
	 	 	 
	 	 	
              /s/  R. E. WASSER



Name:   R. E. Wasser

Title:          President and CEO
	 	 	 
	 	 	
HILL-ROM, INC.
	 
	 	 	
              /s/  R. E. WASSER



Name:   R. E. Wasser

Title:          President and CEO
	 	 	 
	 	 	
KINETIC CONCEPTS, INC.
	 	 	 
	 	 	
              /s/  DENNERT O. WARE



Name:

Title:
	 	 	 
	 	 	
KCI USA, INC.
	 	 	 
	 	 	
              /s/  DENNERT O. WARE



Name:

Title:



12






 




	 	 	 
	 	 	
MEDICAL RETRO DESIGN, INC.
	 	 	 
	 	 	
              /s/  DENNIS E. NOLL



Name:   Dennis E. Noll

Title:          Vice President
	 
	 	 	
JAMES R. LEININGER, M.D.
	 	 	 
	 	 	
              /s/  JAMES R. LEININGER, M.D.



	 	 	 
	 	 	
FREMONT PARTNERS, L.P.
	 	 	 
	 	 	
              /s/  JAMES FARRELL



Name:   James Farrell

Title:          Managing Partner
	 	 	 
	 	 	
BLUM CAPITAL PARTNERS, L.P.
	 	 	 
	 	 	
              /s/  N. COLIN LIND



Name:   N. Colin Lind

Title:          Managing Partner
	 	 	 
	 	 	
W AUGUST HILLENBRAND
	 	 	 
	 	 	
              /s/  W AUGUST HILLENBRAND



	 	 	 
	 	 	
DANIEL A. HILLENBRAND
	 	 	 
	 	 	
              /s/  DANIEL A. HILLENBRAND






13






 




	 	 	 
	 
	 	 	
RAY J. HILLENBRAND
	 	 	 
	 	 	
              /s/  RAY J. HILLENBRAND



	 	 	 
	 	 	
JOHN A. HILLENBRAND II
	 
	 	 	
              /s/  JOHN A. HILLENBRAND II







14