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.

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC