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Exhibit 10.30    
    


 
 

AMENDMENT NO. 1
  TO THE CREDIT AGREEMENT    
    


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


        PRELIMINARY
STATEMENTS: 


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


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


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


        NOW,
THEREFORE, it is hereby agreed as follows: 


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



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


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



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


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



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










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


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




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


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


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


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


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



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








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



	 	 	KINETIC CONCEPTS, INC.
	

 	
 	

By:	

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

Title:









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

 	
 	

By:	

/s/  EUGENE F. MARTIN      
 Name: Eugene F. Martin

Title: Vice President









	 	 	MORGAN STANLEY & CO. INCORPORATED, as Collateral Agent
	

 	
 	

By:	

/s/  EUGENE F. MARTIN      
 Name: Eugene F. Martin

Title: Managing Director









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

 	
 	

By:	

/s/  SOVONNA DAY-GOINS      
 Name: SOVONNA DAY-GOINS

Title: VICE PRESIDENT
	

 	
 	

By:	

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

Title: DIRECTOR









	 	 	JPMORGAN CHASE BANK, as Documentation Agent and Lender
	

 	
 	

By:	

/s/  H. DAVID JONES      
 Name: H. DAVID JONES

Title: VICE PRESIDENT









	 	 	THE BANK OF NOVA SCOTIA, as Documentation Agent and Lender
	

 	
 	

By:	

/s/  CAROLYN A. CALLOWAY      
 Name: Carolyn A. Calloway

Title: Managing Director









	 	 	BANK ONE, NA, as Lender
	

 	
 	

By:	

/s/  CLAY D. JETT      
 Name: Clay D. Jett

Title: First Vice President









	 	 	ERSTE BANK, NEW YORK, as Lender
	

 	
 	

By:	

/s/  PAUL JUDICKE      
 Name: Paul Judicke

Title: Vice President
	

 	
 	

By:	

/s/  BRYAN J. LYNCH      
 Name: BRYAN J. LYNCH

Title: FIRST VICE PRESIDENT









	 	 	FLEET NATIONAL BANK, as Lender
	

 	
 	

By:	

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

Title: Director









	 	 	GENERAL ELECTRIC CAPITAL CORPORATION, as Lender
	

 	
 	

By:	

/s/  STEVE WARNER      
 Name: Steve Warner

Title: Duly Authorized Signatory









	 	 	NATIONAL CITY BANK, as Lender
	

 	
 	

By:	

/s/  JENNIFER R. HAMMARLUND      
 Name: JENNIFER R. HAMMARLUND

Title: VICE PRESIDENT









	 	 	Addison CDO, Limited, as Lender
	

 	
 	
By:	
 	

Pacific Investment Management Company LLC,

as its Investment Advisor
	

 	
 	

 	
 	

By:	

/s/  MOHAN V. PHANSALKAR      
 Mohan V. Phansalkar

Executive Vice President









	 	 	APEX (IDM) CDO I, LTD.

ELC (CAYMAN) LTD. CDO SERIES 1999-I

ELC (CAYMAN) LTD. 1999-II

ELC (CAYMAN) LTD. 1999-III

ELC (CAYMAN) LTD. 2000-I

TRYON CLO LTD. 2000-I, as Lender

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

 	
 	

By:	

/s/  ADRIENNE MUSGING      
 Name: Adrienne Musging

Title: Managing Director









	 	 	APEX (Trimaran) CDO I, LTD., as Lender

By Trimaran Advisors, L.L.C.
	

 	
 	

By:	

/s/  DAVID M. MILLISON      
 Name: David M. Millison

Title: Managing Director









	 	 	[Print Name of Financial Institution], as Lender
	

 	
 	

Ares IV CLO Ltd.
	

 	
 	

By:	

Ares CLO Management IV, L.P.,

Investment Manager
	

 	
 	

By:	

Ares CLO GP IV, LLC,

Its Managing Member
	

 	
 	

By:	

/s/  JEFF MOORE      
 Name: JEFF MOORE

Title: VICE PRESIDENT
	

 	
 	

Ares V CLO Ltd.
	

 	
 	

By:	

ARES CLO Management V, LP,

Investment Manager
	

 	
 	

By:	

ARES CLO GP V, LLC,

Its Managing Member
	

 	
 	

By:	

/s/  JEFF MOORE      
 Name: JEFF MOORE

Title: VICE PRESIDENT
	

 	
 	

Ares VI CLO Ltd.
	

 	
 	

By:	

Ares CLO Management VI, L.P.

Investment Manager
	

 	
 	

By:	

Ares CLO GP VI, LLC

Its Managing Member
	

 	
 	

By:	

/s/  JEFF MOORE      
 Name: JEFF MOORE

Title: VICE PRESIDENT
	

 	
 	

Ares VII CLO Ltd.
	

 	
 	

By:	

Ares CLO Management VII, L.P.,

Investment Manager
	

 	
 	

By:	

Ares CLO GP VII, LLC,

Its General Partner
	

 	
 	

By:	

/s/  JEFF MOORE      
 Name: JEFF MOORE

Title: VICE PRESIDENT









	 	 	Athena CDO, Limited, as Lender
	

 	
 	

By:	
 	

Pacific Investment Management Company LLC, as its Investment Advisor
	

 	
 	

 	
 	

By:	

/s/  MOHAN V. PHANSALKAR      
 Mohan V. Phansalkar

Executive Vice President









	 	 	Atrium CDO, as Lender
	

 	
 	

By:	

/s/  ANDREW H. MARSHAK      
 Name: Andrew H. Marshak

Title: Authorized Signatory









	 	 	AURUM CLO 2002-I LTD.
	

 	
 	

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

 	
 	

as Lender
	

 	
 	

By:	

/s/  JAMES R. FELLOWS      
 Name: James R. Fellows

Title: Sr. Vice President & Portfolio Manager









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

 	
 	

By:	

/s/  TIMOTHY BARNS      
 Name: TIMOTHY BARNS

Title: SENIOR VICE PRESIDENT









	 	 	BABSON CLO LTD. 2003-I, as Lender
	

 	
 	

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

 	
 	

By:	

/s/  ADRIENNE MUSGING      
 Name: Adrienne Musging

Title: Managing Director









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

 	
 	

By:	

/s/  LISA RYMUT      
 Name: Lisa Rymut

Title: Assistant Treasurer









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

 	
 	

By:	

/s/  LISA RYMUT      
 Name: Lisa Rymut

Title: Assistant Treasurer









	 	 	Bedford CDO, Limited, as Lender
	

 	
 	

By:	
 	

Pacific Investment Management Company LLC,

as its Investment Advisor
	

 	
 	

 	
 	

By:	

/s/  MOHAN V. PHANSALKAR      
 Mohan V. Phansalkar

Executive Vice President









	 	 	BILL & MELINDA GATES FOUNDATION, as Lender
	

 	
 	

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

 	
 	

By:	

/s/  ADRIENNE MUSGING      
 Name: Adrienne Musging

Title: Managing Director









	 	 	BRYN MAWR CLO, Ltd.
	

 	
 	

By: Deerfield Capital Management LLC as its Collateral Manager
	

 	
 	

By:	

/s/  DALE BURROW      
 Name: Dale Burrow

Title: Senior Vice President









	 	 	CAPTIVA IV Finance Ltd., as Lender

as advised by Pacific Investment Management Company LLC
	

 	
 	

By:	

/s/  DAVID DYER      
 David Dyer

Director









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

 	
 	

By:	

/s/  TIMOTHY BARNS      
 Name: TIMOTHY BARNS

Title: SENIOR VICE PRESIDENT









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

 	
 	

By:	

/s/  TIMOTHY BARNS      
 Name: TIMOTHY BARNS

Title: SENIOR VICE PRESIDENT









	 	 	Catalina CDO Ltd., as Lender
	

 	
 	

By:	
 	

Pacific Investment Management Company LLC, as its Investment Advisor
	

 	
 	

 	
 	

By:	

/s/  MOHAN V. PHANSALKAR      
 Mohan V. Phansalkar

Executive Vice President










	 	 	CITICORP INSURANCE AND INVESTMENT TRUST, as Lender
	

 	
 	

By TRAVELERS ASSET MANAGEMENT INTERNATIONAL COMPANY LLC
	

 	
 	

By:	

/s/  MATTHEW J. MCINERNY      
 Name: MATTHEW J. MCINERNY

Title: INVESTMENT OFFICER









	 	 	Clydesdale CLO 2001-I, Ltd., as Lender
	

NOMURA CORPORATE RESEARCH

AND ASSET MANAGEMENT INC.

AS

COLLATERAL MANAGER	
 	

By:	

/s/  ELIZABETH MACLEAN      
 Name: Elizabeth MacLean

Title: Director









	 	 	Clydesdale CLO 2003 Ltd., as Lender
	

NOMURA CORPORATE RESEARCH

AND ASSET MANAGEMENT INC.,

AS

AGENT	
 	

By:	

/s/  ELIZABETH MACLEAN      
 Name: Elizabeth MacLean

Title: Director









	 	 	COLUMBIA FLOATING RATE LIMITED LIABILITY COMPANY

(f/k/a Stein Roe Floating Rate Limited Liability Company)
	

 	
 	

By: Columbia Management Advisors, Inc.

As Advisor
	

 	
 	

as Lender
	

 	
 	

By:	

/s/  JAMES R. FELLOWS      
 Name: James R. Fellows

Title. Sr. Vice President & Portfolio Manager









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

 	
 	

By:	

/s/  MARILOU R. MCGIRR      
 Name: Marilou R. McGirr

Title: Vice President and Assistant Treasurer









	 	 	COSTANTINUS EATON VANCE CDO V, LTD.
	

 	
 	

BY:	

EATON VANCE MANAGEMENT, as Lender

AS INVESTMENT ADVISOR
	

 	
 	

By:	

/s/  PAYSON F. SWAFFIELD      
 Name: Payson F. Swaffield

Title: Vice President









	 	 	Credit Lyonnais New York Branch
	

 	
 	

By:	

/s/  CHARLES HEIDSIECK      
 Charles Heidsieck

Senior Vice President









	 	 	CSAM Funding I, as Lender
	

 	
 	

By:	

/s/  ANDREW H. MARSHAK      
 Name: Andrew H. Marshak

Title: Authorized Signatory









	 	 	CSAM Funding III, as Lender
	

 	
 	

By:	

/s/  ANDREW H. MARSHAK      
 Name: Andrew H. Marshak

Title: Authorized Signatory









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

 	
 	

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

SECTION 8.	
 	

By:	

/s/  RICARDO CARDONA      
 Name: Ricardo Cardona

Title: Investment Analyst









	 	 	EATON VANCE CDO III, LTD.
	

 	
 	

BY:	

EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR as Lender
	

 	
 	

By:	

/s/  PAYSON F. SWAFFIELD      
 Name: Payson F. Swaffield

Title: Vice President









	 	 	EATON VANCE CDO IV, LTD.
	

 	
 	

BY:	

EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR, as Lender
	

 	
 	

By:	

/s/  PAYSON F. SWAFFIELD      
 Name: Payson F. Swaffield

Title: Vice President









	 	 	EATON VANCE CDO VI, LTD.
	

 	
 	

BY:	

EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR, as Lender
	

 	
 	

By:	

/s/  PAYSON F. SWAFFIELD      
 Name: Payson F. Swaffield

Title: Vice President









	 	 	EATON VANCE INSTITUTIONAL SENIOR LOAN FUND
	

 	
 	

BY:	

EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR, as Lender
	

 	
 	

By:	

/s/  PAYSON F. SWAFFIELD      
 Name: Payson F. Swaffield

Title: Vice President









	 	 	EATON VANCE LIMITED DURATION INCOME FUND
	

 	
 	

BY:	

EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR, as Lender
	

 	
 	

By:	

/s/  PAYSON F. SWAFFIELD      
 Name: Payson F. Swaffield

Title: Vice President









	 	 	EATON VANCE SENIOR INCOME TRUST
	

 	
 	

BY:	

EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR, as Lender
	

 	
 	

By:	

/s/  PAYSON F. SWAFFIELD      
 Name: Payson F. Swaffield

Title: Vice President









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

 	
 	

By:	

/s/  JOHN H. COSTELLO      
 Name: John H. Costello

Title: Assistant Treasurer









	 	 	First SunAmerica Life Insurance Company
	

 	
 	

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

 	
 	

By:	

/s/  W. JEFFREY BAXTER      
 Name: W. Jeffrey Baxter

Title: Vice President
	

 	
 	

Galaxy CLO 2003-1, Ltd.
	

 	
 	

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

 	
 	

By:	

/s/  W. JEFFREY BAXTER      
 Name: W. Jeffrey Baxter

Title: Vice President
	

 	
 	

Galaxy CLO 1999-1, Ltd.
	

 	
 	

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

 	
 	

By:	

/s/  W. JEFFREY BAXTER      
 Name: W. Jeffrey Baxter

Title: Vice President









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

 	
 	

By:	

Four Corners Capital Management LLC, As Collateral Manager
	

 	
 	

By:	

/s/  IAN CUDLIPP      
 Name: IAN CUDLIPP

Title: Vice President









	 	 	FOREST CREEK CLO, Ltd.
	

 	
 	

By:	

Deerfield Capital Management LLC as its Collateral Manager
	

 	
 	

By:	

/s/  DALE BURROW      
 Name: Dale Burrow

Title: Senior Vice President









	 	 	GoldenTree Loan Opportunities I, Limited
	

 	
 	

By: GoldenTree Asset Management, LP, as Lender
	

 	
 	

By:	

/s/  FREDERICK S. HADDAD      
 Name: Frederick S. Haddad

Title: Portfolio Manager









	 	 	GoldenTree Loan Opportunities II, Limited
	

 	
 	

By:	

GoldenTree Asset Management, LP, as Lender
	

 	
 	

By:	

/s/  FREDERICK S. HADDAD      
 Name: Frederick S. Haddad

Title: Portfolio Manager









	 	 	GRAYSON & CO
	

 	
 	

BY:	

BOSTON MANAGEMENT AND RESEARCH AS INVESTMENT ADVISOR, as Lender
	

 	
 	

By:	

/s/  PAYSON F. SWAFFIELD      
 Name: Payson F. Swaffield

Title: Vice President









	 	 	HARBOUR TOWN FUNDING LLC, as Lender
	

 	
 	

By:	

/s/  ANN E. MORRIS      
 Name: ANN E. MORRIS

Title: ASST VICE PRESIDENT









	 	 	Hewett's Island CDO, Ltd.
	

 	
 	

By:	

CypressTree Investment Management Company, Inc. as Portfolio Manager.
	

SECTION 9.	
 	

By:	

/s/  RICARDO CARDONA      
 Name: Ricardo Cardona

Title: Investment Analyst









	 	 	INDOSUEZ CAPITAL FUNDING VI, LIMITED
	

 	
 	

By:	

Indosuez Capital as Collateral Manager
	

 	
 	

By:	

/s/  CHARLES KOBAYASHI      
 Name: Charles Kobayashi

Title: Principal and Portfolio Manager









	 	 	Jissekikun Funding, Ltd., as Lender
	

 	
 	

By:	
 	

Pacific Investment Management Company LLC, as its Investment Advisor
	

 	
 	

 	
 	

By:	

/s/  MOHAN V. PHANSALKAR      
 Mohan V. Phansalkar

Executive Vice President









	 	 	KZH RIVERSIDE LLC, as a Lender
	

 	
 	

By:	

/s/  HI HUA      
 Name: HI HUA

Title: AUTHORIZED AGENT









	 	 	KZH SOLEIL LLC, as a Lender
	

 	
 	

By:	

/s/  HI HUA      
 Name: HI HUA

Title: AUTHORIZED AGENT









	 	 	KZH SOLEIL-2 LLC
	

 	
 	

By:	

/s/  HI HUA      
 Name: HI HUA

Title: AUTHORIZED AGENT









	 	 	LCM I LIMITED PARTNERSHIP
	

 	
 	

By:	

Lyon Capital Management LLC, As Collateral Manager, as Lender
	

 	
 	

By:	

/s/  FARBOUD TAVANGAR      
 Name: Farboud Tavangar

Title: Senior Portfolio Manager









	 	 	MAPLEWOOD CAYMAN LIMITED, as Lender
	

 	
 	

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

 	
 	

By:	

/s/  ADRIENNE MUSGING      
 Name: Adrienne Musging

Title: Managing Director









	 	 	MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, as Lender
	

 	
 	

By:	

David L. Babson & Company Inc. as Investment Adviser
	

 	
 	

By:	

/s/  ADRIENNE MUSGING      
 Name: Adrienne Musging

Title: Managing Director









	 	 	Morgan Stanley Prime Income Trust, as Lender
	

 	
 	

By:	

/s/  ELIZABETH BODISCH      
 Name: Elizabeth Bodisch

Title: Authorized Signatory









	 	 	MUIRFIELD TRADING LLC, as Lender
	

 	
 	

By:	

/s/  DIANA M. HIMES      
 Name: DIANA M. HIMES

Title: ASSISTANT VICE PRESIDENT










	 	 	Nomura Bond & Loan Fund, as Lender
	

 	
 	

By:	

UFJ Trust Bank Limited as Trustee
	

 	
 	

By:	

Nomura Corporate Research and Asset Management Inc.

Attorney in Fact
	

 	
 	

By:	

/s/  ELIZABETH MACLEAN      
 Name: Elizabeth MacLean

Title: Director









	 	 	OLYMPIC FUNDING TRUST, SERIES 1999-1, as Lender
	

 	
 	

By:	

/s/  DIANA M. HIMES      
 Name: DIANA M. HIMES

Title: AUTHORIZED AGENT









	 	 	Pacifica CDOII, Ltd as Lender
	

 	
 	

By	

Alcentra Inc. as its Investment Manager
	

 	
 	

By:	

/s/  DEAN KAWAI      
 Name: Dean Kawai

Title: Senior Vice President









	 	 	PIMCO Floating Rate Income Fund, as Lender
	

 	
 	

By:	
 	

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

 	
 	

 	
 	

By:	

/s/  MOHAN V. PHANSALKAR      
 Mohan V. Phansalkar

Executive Vice President









	 	 	PPM SHADOW CREEK FUNDING LLC, as Lender
	

 	
 	

By:	

/s/  ANN E. MORRIS      
 Name: ANN E. MORRIS

Title: ASST VICE PRESIDENT









	 	 	PPM SPYGLASS FUNDING TRUST, as Lender
	

 	
 	

By:	

/s/  ANN E. MORRIS      
 Name: ANN E. MORRIS

Title: AUTHORIZED AGENT









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

 	
 	

By:	

/s/  TIMOTHY BARNS      
 Name: TIMOTHY BARNS

Title: SENIOR VICE PRESIDENT









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

 	
 	

By:	

/s/  TIMOTHY BARNS      
 Name: TIMOTHY BARNS

Title: SENIOR VICE PRESIDENT









	 	 	RIVIERA FUNDING LLC, as Lender
	

 	
 	

By:	

/s/  DIANA M. HIMES      
 Name: DIANA M. HIMES

Title: ASSISTANT VICE PRESIDENT









	 	 	ROSEMONT CLO, Ltd.
	

 	
 	

By:	

Deerfield Capital Management LLC as its Collateral Manager
	

 	
 	

By:	

/s/  DALE BURROW      
 Name: Dale Burrow

Title: Senior Vice President









	 	 	San Joaquin CDO I Limited, as Lender
	

 	
 	

By:	
 	

Pacific Investment Management Company LLC, as its Investment Advisor
	

 	
 	

 	
 	

By:	

/s/  MOHAN V. PHANSALKAR      
 Mohan V. Phansalkar

Executive Vice President









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

 	
 	

By:	

/s/  TIMOTHY BARNS      
 Name: TIMOTHY BARNS

Title: SENIOR VICE PRESIDENT









	 	 	SEMINOLE FUNDING LLC, as Lender
	

 	
 	

By:	

/s/  DIANA M. HIMES      
 Name: DIANA M. HIMES

Title: ASSISTANT VICE PRESIDENT









	 	 	SENIOR DEBT PORTFOLIO
	

 	
 	

By:	

Boston Management and Research as Investment Advisor, as Lender
	

 	
 	

By:	

/s/  PAYSON F. SWAFFIELD      
 Name: Payson F. Swaffield

Title: Vice President









	 	 	SEQUILS—Cumberland I, Ltd.
	

 	
 	

By:	

Deerfield Capital Management LLC as its Collateral Manager
	

 	
 	

By:	

/s/  DALE BURROW      
 Name: Dale Burrow

Title: Senior Vice President









	 	 	SEQUILS-MAGNUM, LTD., as Lender
	

 	
 	

By:	
 	

Pacific Investment Management Company LLC, as its Investment Advisor
	

 	
 	

 	
 	

By:	

/s/  MOHAN V. PHANSALKAR      
 Mohan V. Phansalkar

Executive Vice President









	 	 	SIMSBURY CLO, LIMITED, as Lender
	

 	
 	

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

 	
 	

By:	

/s/  ADRIENNE MUSGING      
 Name: Adrienne Musging

Title: Managing Director









	 	 	STANWICH LOAN FUNDING LLC, as Lender
	

 	
 	

By:	

/s/  DIANA M. HIMES      
 Name: DIANA M. HIMES

Title: ASSISTANT VICE PRESIDENT









	 	 	SUFFIELD CLO, LIMITED, as Lender
	

 	
 	

By:	

David L. Babson & Company Inc. as Collateral Manager
	

 	
 	

By:	

/s/  ADRIENNE MUSGING      
 Name: Adrienne Musging

Title: Managing Director









	 	 	TOLLI & CO.
	

 	
 	

BY:	

EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR, as Lender
	

 	
 	

By:	

/s/  PAYSON F. SWAFFIELD      
 Name: Payson F. Swaffield

Title: Vice President









	 	 	THE TRAVELERS INSURANCE COMPANY, as Lender
	

 	
 	

By:	

/s/  MATTHEW J. MCINERNY      
 Name: MATTHEW J. MCINERNY

Title: INVESTMENT OFFICER









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

 	
 	

By:	

/s/  DAVID C. WAGNER      
 Name: David C. Wagner

Title: Managing Director









	 	 	VAN KAMPEN

SENIOR INCOME TRUST
	

 	
 	

By:	

Van Kampen Investment Advisory Corp., as Lender
	

 	
 	

By:	

/s/  BRAD LANGS      
 Name: BRAD LANGS

Title: EXECUTIVE DIRECTOR









	 	 	VAN KAMPEN

SENIOR LOAN FUND
	

 	
 	

By:	

Van Kampen Investment Advisory Corp., as Lender
	

 	
 	

By:	

/s/  BRAD LANGS      
 Name: BRAD LANGS

Title: EXECUTIVE DIRECTOR









	 	 	Waveland—INGOTS, LTD., as Lender
	

 	
 	

By:	
 	

Pacific Investment Management Company LLC, as its Investment Advisor
	

 	
 	

 	
 	

By:	

/s/  MOHAN V. PHANSALKAR      
 Mohan V. Phansalkar

Executive Vice President









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

 	
 	

By:	

/s/  KEVIN J. CURLEY      
 Name: Kevin J. Curley

Title: Authorized Signatory









	 	 	Wrigley CDO, Ltd., as Lender
	

 	
 	

By:	
 	

Pacific Investment Management Company LLC, as its Investment Advisor
	

 	
 	

 	
 	

By:	

/s/  MOHAN V. PHANSALKAR      
 Mohan V. Phansalkar

Executive Vice President









 
 

CONSENT    
    


Dated
as of December 5, 2003 


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



	 	 	KCI USA, INC.

KCI HOLDING COMPANY, INC.

KCI LICENSING, INC.

KCI INTERNATIONAL, INC.

KCI REAL HOLDINGS, L.L.C.

KCI USA REAL HOLDINGS, L.L.C.
	

 	
 	

By:	

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

Title:
	

 	
 	

MEDCLAIM, INC.
	

 	
 	

By:	

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

Title:
	

 	
 	

KCI PROPERTIES LIMITED

KCI REAL PROPERTY LIMITED

By: KCI USA Real Holdings, L.L.C.,

its General Partner
	

 	
 	

By:	

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

Title:













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Exhibit 10.30


AMENDMENT NO. 1 TO THE CREDIT AGREEMENT


CONSENT