provided in
the Agreement.
Each Term A Loan made by the Lender shall be evidenced by one or
more loan accounts or records maintained by the Lender in the ordinary course of
business.
The Lender may also attach schedules to this Term A Note and endorse
thereon the date, amount and maturity of its Loans and payments with respect
thereto.
The Co-Borrowers hereby waive diligence, presentment, protest and demand and
notice of protest, demand, dishonor and non-payment of this Term A Note.
THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.
EACH CO-BORROWER IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS
PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW
YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE
SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE, OR FOR RECOGNITION
OR ENFORCEMENT OF ANY JUDGMENT, AND EACH CO-BORROWER IRREVOCABLY AND
UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR
PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT.
EACH
CO-BORROWER AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL
BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT
OR IN ANY OTHER MANNER PROVIDED BY LAW.
NOTHING IN THIS NOTE SHALL AFFECT ANY
RIGHT THAT THE LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING
RELATING TO THIS NOTE AGAINST ANY CO- BORROWER OR ITS PROPERTIES IN THE COURTS
OF ANY JURISDICTION.
[SIGNATURE PAGE TO FOLLOW]
KINETIC CONCEPTS, INC.
By:
___________________________________
Name:
___________________________________
Title:
___________________________________
LIFECELL CORPORATION
By:
___________________________________
Name:
___________________________________
Title:
___________________________________
KCI USA, INC.
By:
___________________________________
Name:
___________________________________
Title:
___________________________________
LOANS AND PAYMENTS WITH RESPECT THERETO
Date
Type of
Loan Made
Amount of
Loan Made
End of
Interest Period
Amount of
Principal or
Interest Paid
This Date
Outstanding
Principal Balance
This Date
Notation
Made By
EXHIBIT C-2
FORM OF MULTICURRENCY REVOLVING CREDIT NOTE
_________, ____
FOR VALUE RECEIVED, the undersigned, KINETIC CONCEPTS, INC., a Texas
corporation, LIFECELL CORPORATION, a Delaware corporation, and KCI USA, INC. a
Delaware corporation, as Co-Borrowers (each a "Co-Borrower" and collectively,
the "Co-Borrowers"), hereby promise to pay to _____________________ or its
registered assigns (the "Lender"), in accordance with the provisions of the
Agreement (as hereinafter defined), the principal amount of each Multicurrency
Revolving Credit Loan from time to time made by the Lender to the Co-Borrowers
under that certain Credit Agreement, dated as of January 7, 2011 (as amended,
restated, extended, supplemented or otherwise modified in writing from time to
time, the "Agreement;" the terms defined therein being used herein as therein
defined), among the Co-Borrowers, the Lenders from time to time party thereto,
and Bank of America, N.A., as Administrative Agent, Swing Line Lender and