KINETIC CONCEPTS INC

(KCI)

10-K
Annual report pursuant to section 13 and 15(d) Filed on 03/01/2011 Filed Period 12/31/2010

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2010 Commission file number 001-09913

KINETIC CONCEPTS, INC.

(Exact name of registrant as specified in its charter) Texas (State of Incorporation) 8023 Vantage Drive San Antonio, Texas (Address of principal executive offices) 74-1891727 (I.R.S. Employer Identification No.) 78230 (Zip Code) Registrants telephone number, including area code: (210) 524-9000 Securities registered pursuant to Section 12(b) of the Act: Title of each class Common stock, par value $0.001 Name of each exchange on which registered New York Stock Exchange Securities registered pursuant to section 12(g) of the Act: NONE Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ____ No X Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ____ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes X No ____ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. Large accelerated filer Non-accelerated filer X (Do not check if a smaller reporting company) Accelerated filer Smaller reporting company Yes ____ No X X No ____

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). The aggregate market value of the voting and non-voting common equity held by non-affiliates as of June 30, 2010 was $1,696,948,801 based upon the closing sales price for the registrant's common stock on the New York Stock Exchange. As of February 25, 2011, there were 72,149,506 shares of the registrant's common stock outstanding. Documents Incorporated by Reference: Certain information called for by Part III of this Form 10-K is incorporated by reference to the definitive Proxy Statement for the 2010 Annual Meeting of Shareholders, which will be filed not later than 120 days after the close of the Company's fiscal year.

TABLE OF CONTENTS KINETIC CONCEPTS, INC. Page No. PART I. Item 1. Item 1A. Item 1B. Item 2. Item 3. PART II. Item 5. Item 6. Item 7. Item 7A. Item 8. Item 9. Item 9A. Item 9B. PART III. Item 10. Item 11. Item 12. Item 13. Item 14. PART IV. SIGNATURES Item 15. Business Risk Factors Unresolved Staff Comments Properties Legal Proceedings Market for Registrants Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities Selected Financial Data Managements Discussion and Analysis of Financial Condition and Results of Operations Quantitative and Qualitative Disclosures About Market Risks Financial Statements and Supplementary Data Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Controls and Procedures Other Information Directors, Executive Officers and Corporate Governance Executive Compensation Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters Certain Relationships and Related Transactions and Director Independence Principal Accountant Fees and Services Exhibits and Financial Statement Schedules 4 29 40 41 42 45 47 49 70 72 116 116 119 119 119 120 120 120 121 123

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which are covered by the "safe harbor" created by those sections. The forward-looking statements are based on our current expectations and projections about future events. Discussions containing forward-looking statements may be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Risk Factors," and elsewhere in this report. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "could," "predicts," "projects," "potential," "continue," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates," or the negative of those terms and other variations of them or by comparable terminology. These forward-looking statements are only predictions, not historical facts, and involve certain risks and uncertainties, as well as assumptions. Actual results, levels of activity, performance, achievements and events could differ materially from those stated, anticipated or implied by such forward-looking statements. The factors that could contribute to such differences include those discussed under the caption "Risk Factors." You should consider each of the risk factors and uncertainties under the caption "Risk Factors" in this Annual Report on Form 10-K among other things, in evaluating our prospects and future financial performance. The occurrence of the events described in the risk factors could harm our business, results of operations and financial condition. These forward-looking statements are made as of the date of this report. We disclaim any obligation to update or alter these forward-looking statements, whether as a result of new information, future events or otherwise. TRADEMARKS 3M Tegaderm is a licensed trademark of 3M Company; Spirit Select is a licensed trademark of Carroll Hospital Group, Inc.; G RAFTJACKET is a licensed trademark of Wright Medical Technology Inc; Novadaq and SPY are licensed trademarks of Novadaq Technologies, Inc. Unless otherwise indicated, all other trademarks appearing in this report are proprietary to KCI Licensing, Inc. or LifeCell Corporation, their affiliates and/or licensors. The absence of a trademark or service mark or logo from this report does not constitute a waiver of trademark or other intellectual property rights of KCI Licensing, Inc. or LifeCell Corporation, their affiliates and/or licensors. 3

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PART I ITEM 1. BUSINESS

INTRODUCTION General Kinetic Concepts, Inc. (KCI) is a leading global medical technology company devoted to the discovery, development, manufacture and marketing of innovative, high-technology therapies and products that have been designed to leverage the bodys ability to heal, thus improving clinical outcomes while helping to reduce the overall cost of patient care. We have an infrastructure designed to meet the specific needs of medical professionals and patients across all healthcare settings, including acute care hospitals, extended care organizations and patients homes, both in the United States and abroad. Our primary business units serve the advanced wound care, regenerative medicine and therapeutic support systems markets. Our Active Healing Solutions business unit (AHS) is focused on the development and commercialization of advanced wound care therapies based on our Negative Pressure Technology Platform (NPTP) which employs negative pressure in a variety of applications to promote wound healing through unique mechanisms of action and to speed recovery times while reducing the overall cost of treating patients with complex wounds. NPTP comprises three primary product categories: Negative Pressure Wound Therapy (NPWT), Negative Pressure Surgical Management (NPSM) and Negative Pressure Regenerative Medicine (NPRM). NPWT, through our proprietary V.A.C. Therapy portfolio, currently represents the primary source of revenue for the AHS business. We continue to develop and commercialize new products and therapies to broaden and diversify our NPTP revenue streams. During July 2010, our newest NPWT product, the V.A.C.ViaTM Therapy System, was placed on our first patient in the U.S. In addition, during 2010, the Company launched our PrevenaTM Incision Management System (Prevena) globally. Prevena is our newest NPSM product designed specifically for the management of surgically-closed incisions. In the acute care setting, we bill our customers directly for the rental and sale of our products. In the homecare setting, we provide products and services to patients in the home and generally bill third-party payers directly. Our LifeCell business unit is focused on the development and commercialization of regenerative and reconstructive acellular tissue matrices for use in reconstructive, orthopedic, and urogynecologic surgical procedures to repair soft tissue defects, as well as for reconstructive and cosmetic procedures. Existing products include our human-based AlloDerm Regenerative Tissue Matrix (AlloDerm) and porcine-based StratticeTM Reconstructive Tissue Matrix (Strattice) in various configurations designed to meet the needs of patients and caregivers. The majority of our LifeCell revenue is generated from the clinical applications of challenging hernia repair and post-mastectomy breast reconstruction, which is generated primarily in the United States in the acute care setting on a direct billing basis. We continue efforts to penetrate markets with our other LifeCell products while developing and commercializing additional tissue matrix products and applications to expand into new markets and geographies. Our Therapeutic Support Systems business unit (TSS) is focused on commercializing specialized therapeutic support systems, including hospital beds, mattress replacement systems, overlays and patient mobility devices. Our TSS business unit rents and sells products in three primary surface categories: critical care, wound care and bariatric care. Our critical care products, typically used in the ICU, are designed to address pulmonary complications associated with immobility; our wound care surfaces are used to reduce or treat skin breakdown; and our bariatric care surfaces assist caregivers in the safe and dignified handling of obese and morbidly obese patients, while addressing complications related to immobility. We also have products designed to reduce the incidence and severity of patient falls in the hospital setting. KCI was founded in 1976 and is incorporated in Texas. Our principal executive offices are located at 8023 Vantage Drive, San Antonio, Texas 78230. Our telephone number is (210) 524-9000. 4

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Corporate Strategy KCI is committed to consistently generating superior clinical outcomes for patients and caregivers using our products and therapies. Our differentiated products, competencies and know-how continue to drive trust and recognition of superior performance among our customers, which we believe translates into strong stakeholder value. We intend to execute on our strategic vision of sustaining leadership positions in each of our AHS, LifeCell and TSS businesses by delivering unparalleled outcomes with compelling economic value for our customers and focusing on innovation, globalization and diversification. We are also focused on organizational readiness and are making a concerted effort to enhance our business processes and management systems through a corporate global business transformation initiative to enable us to effectively and efficiently carry out our strategic vision. Innovation. We focus on our core technologies as platforms for growth through the development of new products and clinical data. In our AHS business unit, we plan to leverage our highly successful NPWT franchise, now with its fourth generation V.A.C. Therapy System, into a more expansive NPTP portfolio based on the successful development and commercialization of next generation NPWT systems and dressings as well as new NPSM and NPRM products to diversify our AHS revenue in the future. During July 2010, our newest NPWT product, V.A.C.Via, was placed on our first patient in the U.S. Also in July, we launched a second NPSM product, Prevena, for the management of higher-risk surgical incisions. In the future, our goal is to commercialize advanced NPRM therapies for the treatment of chronic wounds and hard tissue defects. In our LifeCell business, in January 2010, we launched new clinical applications including stoma reinforcement and mastopexy and are continuing development of additional applications for lumpectomy and inguinal hernia. At the same time, we are investing in advanced technologies in tissue engineering, genetically-modified animals, and new tissue types to address unmet clinical needs and to improve outcomes through regenerative medicine. In September 2010, LifeCell entered into an exclusive sales and marketing agreement with Novadaq Technologies, Inc. (Novadaq) for the distribution of Novadaq's SPY Intraoperative Perfusion Assessment System in certain specified North American surgical markets. The SPY Intraoperative Perfusion Assessment System enables surgeons to see blood perfusion in tissue during surgical procedures, providing surgeons with real-time information needed to modify operative plans and optimize outcomes before the patient leaves the operating table. In our TSS business, we are investing in the development and commercialization of enhanced products designed to meet the needs of ICU patients and to reduce or prevent never events such as hospital-acquired pressure ulcers, nosocomial infections and injurious falls. Over the long term, we will continue to make significant investments in innovation to strengthen our competitive position in the markets we serve. Globalization. We endeavor to increase penetration in existing geographic markets while we expand availability of our product offerings in new countries. Currently, the majority of our revenue from each of our business units is generated in North America, while we have notable operations in Europe, the Middle East and Africa (EMEA) and the Asia Pacific (APAC) regions. The goal of our globalization efforts is to increase the share of our revenue generated outside the United States over time while growing our business overall. In our AHS business, we have entered the Japan market with our core NPWT product, the V.A.C. Therapy System and related disposables. In April 2010, we launched NPWT commercially in Japan following the receipt of all necessary approvals. In other countries, we have identified several opportunities for our NPWT products that may be best served initially by distributors. During the second half of 2010, we also launched NPWT products commercially in China and India. We are working aggressively to construct appropriate networks to launch and expand NPWT products in other emerging markets. We have also expanded our global NPWT dressing portfolio with the Simplace Dressing and GranuFoam Bridge products, which are now widely available in the countries where we operate. Since 2009, LifeCell has successfully launched Strattice into eleven European countries. Our TSS business currently operates primarily in the United States and Europe, and we are evaluating opportunities for further geographic expansion. Diversification. Beyond expanding our product offerings and revenue streams through innovation and globalization, we plan to seek additional opportunities to diversify our business through continued technology licensing and strategic acquisitions. We intend to build on the leadership positions held by our AHS, LifeCell and TSS businesses through the evaluation and investment in adjacent or enabling technologies and synergistic growth opportunities, supplementing our continued organic innovation efforts. We have maintained a strong balance sheet and liquidity position in order to take advantage of growth opportunities as they arise. Organizational Readiness. In an effort to implement our long-term strategy, our management team is focused on organizational readiness, with a goal of improved operations and management systems which transform us into a more agile, progressive and global enterprise. We are currently undertaking a global business transformation initiative designed to identify and implement efficiencies in our systems and operations through standardization and automation which translate into reduced costs and more effective decision-making. As a result of ongoing improvements to our manufacturing operations through improved sourcing and automation, as well as global consolidation of certain shared services, we look forward to substantial and permanent cost reductions exiting 2012. We are also making significant progress in the rationalization of our service center and distribution infrastructure for our AHS and TSS businesses, yielding additional cost savings. As we improve our operations and management systems over time, we will continue to look for new opportunities to augment our business processes and make infrastructure enhancements to improve our efficiency and agility as a company. 5

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Competitive Strengths We believe we have the following competitive strengths: Innovation and commercialization. We have a successful track record spanning over 30 years in commercializing novel technologies that change the clinical practice of medicine by addressing the critical unmet needs of clinicians, restoring the well-being of their patients and helping to reduce the overall cost of patient care. We leverage our scientific depth, clinical know-how and market experience, and we manage an active research and development program in all three of our businesses in support of our development and commercialization efforts. We seek to provide novel, clinically-efficacious solutions and treatment alternatives that increase patient compliance, enhance clinician performance and ease-of-use and ultimately improve healthcare outcomes. Product differentiation and superior clinical efficacy. We differentiate our portfolio of products by providing effective therapies, supported by a clinically-focused and highly-trained sales and service organization, which combine to produce clinically-proven, superior outcomes. The superior clinical efficacy of our products is supported by an extensive collection of published clinical studies, peer-reviewed journal articles and textbook citations, which aid adoption by clinicians. We successfully distinguish our NPWT products from competitive offerings through unique marketing claims that have been cleared by the U.S. Food and Drug Administration (FDA). These unique claims mirror our novel mechanisms of actions with respect to the creation of an environment that promotes wound healing through the reduction of edema and promotion of granulation tissue formation and perfusion, ultimately preparing the wound bed for closure. LifeCell differentiates its products through clinically-proven performance demonstrating tissue acceptance, cell recruitment and incorporation, revascularization and angiogenesis and finally tissue remodeling and regeneration. Our proprietary tissue processes minimize the potential for specific rejection of transplanted tissue matrices, and our products offer improved ease-of-use while reducing the risk of complications, including adhesions to the implant. The benefits of using our tissue matrix products over the use of autografts and other processed and synthetic products include reduced susceptibility to infection, resorption, encapsulation, movement away from the transplanted area, and erosion through the skin along with reduced patient discomfort compared to autograft procedures. In our TSS business, we have successfully differentiated our critical care products with clinical data showing the benefits of our Kinetic Therapy surfaces in the reduction of ventilator acquired pneumonia. We have also developed and commercialized our RotoProne product, the only ICU therapeutic surface to provide 360 degrees of rotation, essential automated proning therapy for patients with acute respiratory distress syndrome (ARDS) and other severe pulmonary conditions associated with immobility. Through our commitment to innovation and diversification, we are well positioned to continue differentiating our products through demonstrated superior clinical efficacy. Broad reach and customer relationships. Our worldwide sales organization, consisting of approximately 2,000 team members, has fostered strong relationships with prescribers, patients, caregivers and payers over the past three decades by providing a high degree of clinical support and consultation along with our extensive education and training programs. Because our products address the critical needs of patients who seek treatment in numerous locations where care is provided, we have built a broad and diverse reach across all healthcare settings and among a wide variety of clinicians and specialized surgeons. We have strong relationships with an extensive list of acute care hospitals worldwide and long-term care facilities, skilled nursing facilities, home healthcare agencies and wound care clinics in the United States. Additionally, our LifeCell sales representatives interact with plastic surgeons, general surgeons, head and neck surgeons and trauma/acute care surgeons regarding the use and potential benefits of our tissue matrix products. As we continue to innovate in our product portfolio and diversify our business, we plan to leverage our customer relationships to advance the commercialization of essential therapies to patients and caregivers worldwide. 6

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Reimbursement expertise. During the commercialization process for each of our therapies and products, we dedicate substantial resources to seeking and obtaining reimbursement from third-party payers in each of the countries where we operate. This process requires demonstration of clinical efficacy, determination of economic value and obtaining appropriate pricing for each offering, which is critical to the commercial success of our products. We have also developed a core competency in post-commercialization reimbursement systems, which enable us to efficiently manage our collections and accounts receivable with third-party payers. We leverage a comprehensive set of skills and systems through our Advantage Center operation to manage billing and collections activities in support of our reimbursement efforts. Our focus on reimbursement provides us with an advantage both in product development and in the responsible management of our working capital. Extensive service center network. With a network of 111 domestic and 57 international service centers, we are able to rapidly deliver, manage and service our products at major hospitals in the United States, Canada, Australia, Singapore, Japan, South Africa, and most major European countries. Our network gives us the ability to deliver our products to any major Level I U.S. trauma center rapidly. This extensive network and capability is critical to securing contracts with national group purchasing organizations (GPOs) and allows us to directly and efficiently serve the homecare market. Our network also provides a platform for the introduction of additional products in one or more care settings. Corporate Organization We are principally engaged in the rental and sale of our products throughout the United States and in 22 countries internationally. We are headquartered in San Antonio, Texas. We have research and development facilities in the United States and the United Kingdom, and we maintain manufacturing and engineering operations in the United States, the United Kingdom, Ireland and Belgium. Our operations are run by our three separate business units: AHS, LifeCell and TSS. AHS and TSS are headquartered in San Antonio and LifeCell is headquartered in Branchburg, New Jersey. INFORMATION RELATED TO BUSINESS UNITS Introduction and Revenue Summary We have three reportable operating segments which correspond to our three business units: AHS, LifeCell and TSS. We have two primary geographic regions: North America, which is comprised principally of the United States and includes Canada, Puerto Rico and Latin America; and EMEA/APAC, which is comprised principally of Europe and includes the Middle East, Africa and the Asia Pacific region. For the year ended December 31, 2010, we generated revenue of $2.02 billion. Approximately 70% of our 2010 revenue was from our AHS business unit, while our LifeCell and TSS business units accounted for 17% and 13%, respectively. Revenue from our North America operations accounted for 79% of our fiscal 2010 revenue, while our EMEA/APAC operations represented approximately 21% of total revenue.

For further information on our performance by reportable segment and financial performance attributable to significant geographic areas, see Note 15 of the Notes to the Consolidated Financial Statements. 7

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ACTIVE HEALING SOLUTIONS Description of Business Our AHS business unit offers advanced wound healing and tissue repair systems that are targeted to meet the needs of specific care settings and wound or patient requirements and that incorporate our proprietary Negative Pressure Technology Platform (NPTP). NPTP comprises three primary product categories, Negative Pressure Wound Therapy (NPWT), Negative Pressure Surgical Management (NPSM) and Negative Pressure Regenerative Medicine (NPRM). NPWT currently represents the primary source of revenue for the AHS business. We continue to develop and commercialize new products and therapies in NPSM and plan to launch NPRM products, which are currently being developed by our research and development group, to diversify our NPTP revenue in the future. Our NPWT product portfolio is built upon our proprietary V.A.C. Therapy technology, which promotes wound healing by delivering a controlled and regulated negative pressure (a vacuum) to the wound bed through an open-cell foam dressing. This distributed negative pressure helps draw wound edges together, removes infectious materials and actively promotes granulation at the cellular level. Since its introduction, our V.A.C. Therapy technology has changed the way wounds are treated and managed. With more published clinical evidence than any competitive offering, V.A.C. Therapy has been selected by prescribers as the treatment of choice for approximately 4 million patients worldwide. As part of our corporate strategy and to better address customer and patient needs, we are in the process of expanding from our suite of NPWT products to a broad, differentiated NPWT therapeutic portfolio. During July 2010, our newest NPWT product, V.A.C.Via, was placed on our first patient in the U.S. V.A.C.Via is our first single-patient-use disposable device using our proprietary Vortis micro-pump technology. V.A.C.Via is designed with the clinical benefits of V.A.C. Therapy in an embodiment that is easier to procure, store and use, which we believe will enhance utilization and patient compliance. We are currently planning the commercial launch of another NPWT product during 2011, the V.A.C.Ulta Therapy System. V.A.C.Ulta combines our existing V.A.C. Therapy technology with instillation capability in one device and is intended to augment and accelerate the wound healing process while targeting ease of use. Our new NPWT products, which are supported by new intellectual property, are in pre-commercialization stages and remain subject to regulatory approval in the U.S. and internationally. We are also making significant investments in the development and commercialization of new AHS products in NPSM and NPRM over the next several years. During 2010, the Company launched our Prevena globally. Prevena is our newest NPSM product designed specifically for the management of surgically-closed incisions. In the future, our goal is to develop and commercialize new and next generation products in NPWT and NPSM, as well as advanced NPRM therapies for the treatment of chronic wounds and hard tissue defects. Our AHS business offers an exclusive combination of technology, support and proven results that delivers 360 degrees of healing. In addition to the innovative therapy systems and dressings and the most evidence-based outcomes in the NPWT field, AHS also offers an unmatched integrated service and delivery model, which includes support through the care continuum provided by on-call clinical experts that offer clinical assistance and education across all care settings.

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Products and Clinical Applications Our AHS products are designed to deliver highly-effective therapies in multiple clinical applications with the needs of physicians, nurses, and patients in mind for both the acute care and post-acute care settings. The table below provides a summary view of our NPTP products, including those that are already commercially available as well as those currently under development. All of our AHS products listed below are approved for use in the United States, Canada, and the European Union. NPTP (Negative Pressure Technology Platform) NPWT (Negative Pressure Wound Therapy) Care Setting Products Acute InfoV.A.C. V.A.C. ATS (1) V.A.C. Instill V.A.C.Ulta (3) V.A.C.Via Clinical Application Used primarily for creating an environment that promotes wound healing by preparing the wound bed for closure, reducing edema, promoting granulation tissue formation and perfusion, and by removing exudate and infectious material Used primarily for management of the open abdomen, as a temporary bridging of abdominal wall openings where primary closure is not possible and/or repeat abdominal entries are necessary Used primarily to manage surgical incisions by maintaining a closed environment to protect the incision site from external infectious sources, removing exudates, approximating incision edges and reducing edema Post -Acute ActiV.A.C. V.A.C. Freedom (2) V.A.C.Via NPSM (Negative Pressure Surgical Management) Acute (Operating Room) ABThera Prevena

(1) Approved for use in Japan (2) Certified for Joint Airworthiness by the U.S. Military (3) Product currently in pre-commercialization phase NPWT Products Each of the V.A.C. Therapy Systems in our NPWT portfolio consists of a therapy unit and four types of disposables: our proprietary dressings, an occlusive drape, a unique tubing system connecting the dressing to the therapy unit and a specialized canister. Our V.A.C. Therapy dressings are specially designed to address the unique physical characteristics of different wound types, such as large open wounds, surgical incisions, and diabetic foot ulcers, among others. The V.A.C. Therapy unit consists of a pump that generates controlled negative pressure and sophisticated internal software that controls and monitors the application of the therapy. The therapy can be programmed for individualized use based on prescriber preferences and requirements. The occlusive drape covers the dressing and secures the foam, thereby allowing negative pressure to be maintained at the wound site. The tubing system is both a means of delivering negative pressure therapy to a wound site as well as a proprietary feedback mechanism to measure and monitor therapy levels. The canister collects the fluids, or exudates, helps reduce odors through the use of special filters and provides for safe disposal of medical waste. Additionally, all of our V.A.C. Therapy units include safety alarms that respond in real time to signal users of any tubing blockage, dressing leakage or other condition which may interfere with appropriate therapy delivery. The systems have a number of on-screen user-assist features such as treatment guidelines. The superior clinical efficacy of our V.A.C. Therapy wound healing and tissue repair systems is proven and supported by an extensive collection of published clinical studies. In addition, independent consensus conferences have issued guidelines for the use of NPWT for diabetic foot wounds, pressure ulcers, complex chest wounds, hospital-treated wounds and open abdominal wounds. The table below provides a summary description of each of our NPWT therapy systems and specialized dressings. 9

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NPWT Products NPWT Product V.A.C.Ulta Therapy System Description V.A.C.Ulta is designed to incorporate all of the functionality of InfoV.A.C. and V.A.C. Instill into a single therapy system thereby enhancing efficiency and ease of use. The therapeutic highlight is V.A.C. VeraFlo Therapy, which enhances V.A.C. Therapy with the controlled delivery and removal of topical solutions in the wound bed. V.A.C. VeraFlo Therapy expands the current NPWT market opportunity. We expect V.A.C.Ulta to be launched in 2011. V.A.C.Via is designed as a single-patient use disposable NPWT device. V.A.C.Via provides all of the clinical benefits of V.A.C. Therapy for less-complex wounds having minimal to moderate levels of exudate. The portable, sleek design of V.A.C.Via enhances patient mobility and provides discretion, which enables improved patient therapy compliance. The V.A.C. GranuFoam Bridge Dressing is specifically designed to allow the SensaT.R.A.C. Pad to be placed away from the wound site. This makes the V.A.C. GranuFoam Bridge Dressing an ideal dressing for diabetic foot wounds requiring NPWT and off-loading therapy. Because V.A.C. GranuFoam Bridge Dressing can be used with all existing V.A.C. Therapy Systems, and in combination with standard-of-care offloading boots or devices, the V.A.C. GranuFoam Bridge Dressing improves patient mobility and allows patients to resume daily living activities. The V.A.C. GranuFoam Bridge Dressing, when used with an off-loading boot and V.A.C. Therapy, facilitates patient transition from acute facilities to non-acute care settings. The V.A.C. Simplace Dressing features a newly designed GranuFoam Dressing and a 3M Tegaderm Dressing designed exclusively for use with our proprietary V.A.C. Therapy Systems. The unique features of the V.A.C. Simplace Dressing kit are designed to simplify and quicken the V.A.C. Therapy dressing application process, which results in improved adaptation of the technology with less training required. The new spiral shaped GranuFoam Dressing is pre-scored, which reduces the need to cut the foam and facilitates easier placement in the wound site. The 3M Tegaderm Dressing conforms to the body and flexes with the skin to help ensure the existence of an optimal wound-healing environment. InfoV.A.C. provides a digital wound imaging feature that allows caregivers to monitor and document wound healing progress. Digital images can be reviewed on-screen or transferred electronically to help document patient progress, which enables convenient sharing of wound information among caregivers and payers who require evidence of wound healing. Advancements also include SensaT.R.A.C. Technology and Seal Check Leak Detector, which simplify the application, monitoring and documentation of wound therapy. ActiV.A.C. addresses the demand for a simpler, lighter, and lower profile design that enhances patient comfort and mobility. ActiV.A.C. features newly-developed technology that automatically documents the patient's therapy history and treatment times. Reports can be reviewed on-screen or downloaded to a computer and are electronically stored in the system. ActiV.A.C., which can be battery operated, incorporates SensaT.R.A.C. Technology and Seal Check Leak Detector, which simplify the application, monitoring and documentation of wound therapy. The V.A.C. GranuFoam Silver Dressing combines the proven benefits of NPWT with the antimicrobial attributes of silver. The V.A.C. GranuFoam Silver Dressing is the only NPWT dressing that allows direct contact of silver to the wound, thereby eliminating the need for additional silver dressing layers that may inhibit negative pressure and granulation. Micro-bonded metallic silver is uniformly distributed throughout the dressing, providing continuous delivery of silver even after dressing sizing. A single application of V.A.C. GranuFoam Silver Dressing eliminates the need for adjunct silver dressings. The dressing offers a protective barrier to reduce certain infection-producing bacteria. V.A.C. Instill has all the capabilities and features of the V.A.C. ATS (described below), while also providing the ability to instill topical wound treatment solutions and suspensions into the wound bed. V.A.C. ATS incorporates our proprietary T.R.A.C. Technology, which enables the system to monitor pressure at the wound site and automatically adjust system operation to maintain the desired therapy protocol. V.A.C. ATS is the initial therapy system commercialized in Japan. V.A.C. Freedom was designed to meet the requirements for a lightweight product suitable for ambulatory patients. V.A.C. Freedom also utilizes T.R.A.C. technology and T.R.A.C. dressings. With the introduction of ActiV.A.C. to the post-acute market, V.A.C. Freedom is primarily utilized in the long-term care market. In addition, V.A.C. Freedom has achieved Joint Airworthiness Certification status by the U.S. Military, following an extensive evaluation process testing the devices safety for use on military aeromedical evacuation aircraft. The certification program is a shared U.S. Air Force-Army initiative and applies to specific U.S. Air Force aircraft and U.S. Army helicopters. The certification enables military caregivers to continue providing effective and uninterrupted treatment for injured military personnel that are being transported long distances from theatre hospitals to continental U.S. hospitals.

V.A.C.Via Therapy System

V.A.C. GranuFoam Bridge Dressing

V.A.C. Simplace Dressing

InfoV.A.C. Therapy System

ActiV.A.C. Therapy System

V.A.C. GranuFoam Silver Dressing

V.A.C. Instill Therapy System V.A.C. ATS Therapy System

V.A.C. Freedom Therapy System

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NPSM Products The NPSM product portfolio consists of products designed specifically for use in the surgical suite. These products leverage the NPTP to address unique challenges that surgeons encounter during and after surgical procedures. Each NPSM product offering includes a therapy unit, application-specific dressing, tubing set, drape, and canister. The levels of negative pressure for each therapy unit are pre-determined based on the surgical procedures it is designed to address. Relevant alarms and alerts are also built into the unit and are based on the specific surgical procedure. The dressings offered are designed to suit the needs of the surgeon during the surgical procedure. A tubing set connects the dressing to the therapy unit. A canister is also available to collect exudate and its size varies to accommodate levels of exudate observed for each type of surgical procedure. The table below provides a summary description of each of our NPSM therapy systems. NPSM Therapy Systems NPSM Product Prevena Incision Management System Description Prevena is designed for the management of surgical incisions. Prevena provides a closed environment to protect the incision site from external infectious sources, removes exudates, approximates incision edges, and reduces edema, all of which assist with the management of surgical incisions. Prevena is fully disposable and includes a batterypowered, pre-programmed therapy unit delivering negative pressure, a peel and place dressing and a carrying case. ABThera is designed specifically for the management of patients with an open abdomen. The system includes a dedicated therapy unit delivering negative pressure, which is designed to be easy to use and is made available in the operating room. ABThera Therapy is a unique temporary abdominal closure technique, which helps achieve primary fascial closure, manage exudate, protect the abdominal contents and allow for rapid application.

ABThera Open Abdomen Negative Pressure Therapy System

Other Product In January 2011, we entered into an agreement to license Wright Medical Technology, Inc.s GRAFTJACKET brand name, which our AHS business unit will use in marketing the LifeCell acellular human dermal-based regenerative tissue matrix for wound applications such as diabetic foot ulcers and venous stasis ulcers. Patients can be treated with GRAFTJACKET Matrix as part of the overall treatment regimen in a variety of care settings, including outpatient wound care clinics, physicians offices, or hospitals. GRAFTJACKET Matrix may be used in conjunction with V.A.C. Therapy, providing a convenient option in caring for chronic wounds. The addition of GRAFTJACKET Matrix allows us to offer both negative pressure wound therapy and regenerative tissue matrix for the treatment of hard-to-heal wounds, providing clinicians two leading modalities for treating patients across the wound healing continuum. 11

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Customers In U.S. acute care and long-term care facilities, we contract with healthcare facilities individually or through GPOs that represent large numbers of hospitals and long-term care facilities. We bill these facilities directly for the rental and sale of our products. In the U.S. homecare setting, we provide products and services to patients in the home and bill third-party payers, such as Medicare and private insurance, directly. For 2010, 2009 and 2008, U.S. Medicare placements accounted for 12%, 11%, and 12% of total AHS revenue, respectively. None of our individual customers or third party payers accounted for 10% or more of total AHS revenues for 2010, 2009 or 2008. Outside of the U.S., most of our AHS revenue is generated in the acute care setting on a direct billing basis. Sales and rentals of our AHS products accounted for approximately 70% of our total revenue in 2010. By geographic region, North America and EMEA/APAC represented 76% and 24%, respectively, of total 2010 AHS revenue. Reimbursement We have extensive contractual relationships and reimbursement coverage for our AHS products in the United States. We have contracts with nearly all major acute care hospital organizations and most major extended care organizations, either directly or through GPOs. As of December 31, 2010, our AHS business had contracts with private and governmental payer organizations covering over 200 million member lives in the United States. We are paid directly by hospitals and extended care organizations, who seek reimbursement for surgical procedures from both private and public payers. A substantial portion of AHS product placements, particularly placements in the home, are subject to reimbursement coverage from various public and private third-party payers, including government-funded programs, such as the Medicare and Medicaid programs in the United States, and other publicly-funded health plans in foreign jurisdictions. As a result, the demand and payment for our products are dependent, in part, on the reimbursement policies of these payers. In the U.S. homecare market, our NPWT products are subject to Medicare Part B reimbursement and many U.S. insurers have adopted coverage criteria similar to Medicare standards. From time to time, the U.S. Medicare administrative agency, The Centers for Medicare and Medicaid Services (CMS) publishes reimbursement policies and rates that affect reimbursement for our Medicare placements in the home. We are continuing our efforts to obtain expanded reimbursement for our NPWT products and related disposables in foreign jurisdictions. These efforts have resulted in varying levels of reimbursement from private and public payers in Japan, Germany, Austria, the Netherlands, Switzerland, Canada, South Africa, Australia and the United Kingdom, mainly in the acute care setting. Generally, our NPWT products are covered and reimbursed in the inpatient hospital setting and to some extent, depending on the country, in post-acute or community-based care settings. However, in certain countries important to AHSs growth, such as Germany, the United Kingdom, France and Spain, post-acute care coverage and reimbursement are largely provided on a case-by-case basis, and multiple efforts are underway with certain countries to secure consistent coverage and reimbursement policies in community-based outpatient care settings. In targeted countries, we are utilizing accepted coverage with evidence mechanisms in close cooperation with local clinicians and clinical centers, government health ministry officials, and in some cases, private payers to obtain the necessary evidence to support adequate coverage and reimbursement. In Germany, we receive reimbursement for our NPWT products in the acute care setting. While we do receive reimbursement today for patients treated in the homecare setting, the process for this is not part of a standard homecare reimbursement but instead performed on a patient-by-patient evaluation of possible coverage by the insurance company. We continue to seek expanded homecare reimbursement and have been working with the German government and several German insurance agencies to design clinical trials and possibly a registry for the purposes of assessing payment and coverage for V.A.C. Therapy in the home. There have been delays in this process generally driven by a formal tender process. The tender is comprised of four regions for which we will bid, as will competitors, to receive the patient study population in a particular region. The study will not differentiate between providers of NPWT but will assess the effectiveness of NPWT versus the standard of care in Germany. The tender process has been delayed and we anticipate submitting a formal bid in early to mid-2011 to participate in this study. Assessment of results and any coverage decisions will follow the conclusion of the studies. 12

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In the APAC region, we are undertaking major coverage and reimbursement efforts for our NPWT products. In 2009, we received approval to begin market development activities in Japan for our innovative V.A.C. Therapy product, and during the first quarter of 2010 we received reimbursement approval from Japans Health Insurance Bureau. In April 2010, we launched NPWT commercially in Japan. In Australia, where acute care reimbursement for the V.A.C. Therapy System has been approved for many years, we are seeking reimbursement approval for V.A.C. Therapy in the post acute or community-based settings. In this regard, negotiations are underway with the Australian health ministry, as well as that countrys largest private payers. In addition, during the second half of 2010, we launched NPWT commercially in China and India. We are working aggressively to construct appropriate networks to launch NPWT products in other APAC countries that are important to AHSs growth, where we intend to dedicate substantial efforts to obtain reimbursement in the future. Overall, the prospects of achieving broader global coverage and reimbursement for our NPWT products in both acute and post-acute settings are dependent upon the controls applied by governments and private payers with regard to rising healthcare costs balanced by the significant and growing evidence that our NPWT products have demonstrated the ability to prepare wounds for closure while reducing the overall costs associated with treatment. We believe that our plans to achieve positive coverage and reimbursement decisions for NPWT products outside the United States are supported by the growing need for clinical and economic evidence. To ensure compliance with Medicare and other regulations to which we are subject, regional carriers often conduct audits and request patient records and other documents to support claims we submit for payment of services rendered to customers. From time to time, we receive inquiries from various government agencies requesting customer records and other documents. It is our policy to cooperate with all such requests for information. We also are subject to routine pre-payment and post-payment audits of reimbursement claims submitted to Medicare. These audits typically involve a review, by Medicare or its designated contractors and representatives, of documentation supporting the medical necessity of the therapy provided by us and could ultimately result in denial, recoupment or refund demands for claims submitted for Medicare reimbursement. In addition, Medicare or its contractors could place us on extended pre-payment review, which could slow our collections process for submitted claims. Initial audit findings of this type are subject to administrative remedies and appeals processes. Going forward, it is likely that we will be subject to periodic inspections, assessments and audits of our billing and collections practices. Competition Historically, our AHS therapies and systems have competed primarily with traditional wound care dressings, other advanced wound dressings (hydrogels, hydrocolloids, alginates), skin substitutes, products containing growth factors and other medical devices used for wound care. Many of these methods can be used to compete with our NPWT products or as adjunctive therapies which may complement our products. In recent years, as a result of the success of our V.A.C. Therapy System, a number of companies have announced or introduced products similar to, or designed to mimic the product component of, our NPWT solution, and others may do so in the future. We believe that the principal competitive factors within our markets are clinical outcomes, cost of care and support and service, especially across care settings. Furthermore, we believe that a national presence with full distribution capabilities is important to serve large, national and regional healthcare GPOs and care systems. We believe our AHS business is well-positioned to compete effectively in advanced wound care markets based on our broad reach and relationships, the clinical efficacy and superior outcomes of our products, which is supported by a large body of evidence, and our differentiated global infrastructure, service and support. Multiple studies have demonstrated that our V.A.C. Therapy System, including its unique design, materials and mechanism of action, provides a clinical advantage for treatment of wounds, including limb salvage in patients with diabetic foot ulcers. Our AHS business primarily competes with Convatec, Huntleigh Healthcare/Getinge and Smith & Nephew. In addition there are several smaller regional companies that have introduced medical devices designed to compete with our products. 13

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Sales and Marketing We currently market our AHS products in the acute, extended and home care settings. We operate the largest sales organizations in the world dedicated to wound healing with negative pressure, which is comprised of approximately 1,650 employees. In each foreign market where we have a presence, we sell our products through our direct sales force or through local distributors with local expertise. Our U.S. dedicated AHS sales organization consists of approximately 950 individuals dedicated to the sale and placement of AHS products and is organized by care setting. Our international sales organization includes approximately 450 employees in 22 foreign countries, and we also have approximately 250 individuals in our sales organization that support both our AHS and TSS business units. In addition, our LifeCell and AHS sales organizations are beginning to capitalize on synergistic opportunities involving commercialization of products used in surgical procedures, such as those involving the open abdomen. Because physicians and nurses are critical to the adoption and use of advanced medical systems, a major element of our marketing focus is to educate and train these medical practitioners in the application of our therapies, including the specific knowledge necessary to drive optimal clinical outcomes, restore patient well-being and reduce the cost of patient care. Our AHS sales organization includes over 550 clinical consultants, all of whom are healthcare professionals, whose principal responsibilities are to make product rounds, consult on complex cases and assist organizations and home health agencies in developing their patient-care protocols and educate facility staff on the use of our therapies. Additionally, these team members consult with our customers regarding the often demanding and complex paperwork required by Medicare and private insurance companies. In fulfilling the paperwork requirements, these specialists enhance the overall productivity of our sales force. Seasonality Historically, we have experienced a seasonal slowing of AHS unit demand beginning in the fourth quarter and continuing into the first quarter, which we believe has been caused by year-end clinical treatment patterns, such as the postponement of elective surgeries and increased discharges of individuals from the acute care setting around the winter holidays. Although we do not know if our historical experience will prove to be indicative of future periods, similar slow-downs may occur in subsequent periods. Operations and Manufacturing Our U.S. operations have a national 24-hour, seven days-a-week customer service communications system, which allows us to quickly and efficiently respond to our customers needs. Additionally, we have approximately 850 employees located in San Antonio at our Advantage Center operation who perform functions associated with customer service and sales administration. We maintain a secure and encrypted website, KCI Express, allowing customers across all care settings to transact business with us directly and efficiently on the web. This website, www.kciexpress.com, provides AHS customers self-service applications designed to meet the specific needs in their care setting. In the U.S., we distribute our AHS products through a network of 111 service centers and three strategically located distribution centers. Our U.S. network gives us the ability to deliver our products to any major Level I domestic trauma center rapidly. Our international operations distribute our products through a network of 57 service centers. These international service centers are strategically located within the regions and countries where we market our products and provide services similar to those provided in the U.S. market, but vary by country to ensure we meet the unique needs of our international customers. In addition, we manage a V.A.C. Therapy van fleet which has enhanced our efficiency and ability to better serve customers by providing increased mobility and accelerated turnaround of products. In addition to delivery, pick-up and technical support services, our service organization cleans, disinfects and reconditions products between rentals. To ensure availability when products are needed, the service organization manages our rental fleet of over 90,000 V.A.C. Therapy units, deploying units to meet individual service center demand patterns while maintaining high levels of rental asset utilization. Services are provided by approximately 1,000 employees in the U.S. and 550 employees internationally. Our manufacturing processes for AHS products involve producing final assemblies in accordance with a master production plan. Assembly of our products is accomplished using metal parts, plastics, electronics and other materials and component parts that are primarily purchased from outside suppliers. Component parts and materials are obtained from industrial distributors, original equipment manufacturers and contract manufacturers. The majority of parts and materials are readily available in the open market (steel, aluminum, plastics, fabric, etc.) for which price volatility is reasonably low. Our manufacturing processes and quality systems are intended to comply with appropriate FDA and International Organization for Standardization (ISO) requirements. 14

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Our manufacturing plant in Athlone, Ireland currently manufactures our V.A.C.Via, Prevena, ABThera and other V.A.C. Therapy units for our global markets. Our Ireland plant also manufactures certain disposable supplies, on a high-volume automation line, which have historically been supplied by Avail Medical Products, Inc., a subsidiary of Flextronics International Ltd. We plan to continue leveraging our existing infrastructure and manufacturing capabilities within our Athlone plant and expand internal production in the future. In 2007, we entered into a contract manufacturing agreement with Avail, which has a term of five years through November 2012 and may be renewed by agreement of both parties. Under this agreement, we have title to the raw materials used to manufacture our disposable supplies and retain title of all disposables inventory throughout the manufacturing process. The terms of this agreement provide that key indicators be provided to us that would alert us to any inability of Avail to perform under the agreement. Approximately 22%, 23% and 24% of our total revenue for the years ended December 31, 2010, 2009 and 2008, respectively, was generated from the sale of disposable supplies within our AHS business. LIFECELL Description of Business Our LifeCell business unit develops, processes and markets novel biological soft tissue repair products made from human or animal sources that have been uniquely designed to harness the bodys natural healing processes to promote remodeling and regeneration of lost or damaged tissue while restoring function and well-being. Soft tissue, such as skin, heart valves, blood vessels and nerve connective tissue, contains a complex, three-dimensional structure consisting of multiple forms of collagen, elastin, proteoglycans, other proteins and blood vessels making up the tissue matrix. As part of the bodys natural regenerative process, cells within a tissue continuously degrade and, in the process, replace the tissue matrix. However, in the event that a large portion of the bodys existing tissue matrix is destroyed or lost, such as from trauma or surgery, the body cannot effectively regenerate the damaged portion, resulting in scar formation. In such situations, surgeons consider a number of treatment options in the attempt to restore structure, function and physiology, including the use of implant materials. Alternatives include autograft transplants from one part of the patients body to another, processed allograft tissue, processed xenograft tissue and synthetic products. We believe the use of autograft tissue is disadvantageous due to the creation of a separate donor site wound and the associated pain, morbidity and scarring from this additional wound. We also believe there are disadvantages to using synthetic materials and certain biologic materials including their susceptibility to infection, resorption, encapsulation, movement away from the transplanted area, and erosion through the skin. Some biologic materials may include bovine collagen, which requires patient sensitivity testing. We believe that our acellular tissue matrix products provide surgeons with benefits over other implant materials due to our approach to biomaterials processing, namely to produce advanced tissue matrix products which the body recognizes as safe and self, thus encouraging acceptance and proper incorporation which in turn allows progression to healing and restoration. Our tissue matrix products undergo non-damaging proprietary processing, resulting in intact tissue matrices that are strong and support tissue regeneration by way of rapid revascularization and remodeling. Our proprietary tissue processes remove cells from biologic tissues to minimize the potential for specific rejection of the transplanted tissue. Our tissue matrix products also offer ease of use and minimize risk of some complications, including adhesions to the implant. In September 2010, LifeCell entered into an exclusive sales and marketing agreement with Novadaq Technologies, Inc. (Novadaq) for the distribution of Novadaq's SPY Intraoperative Perfusion Assessment System in certain specified North American surgical markets. The SPY Intraoperative Perfusion Assessment System enables surgeons to see blood perfusion in tissue during surgical procedures, providing surgeons with real-time information needed to modify operative plans and optimize outcomes before the patient leaves the operating table. The newest version of the system, the SPY Elite Intraoperative Perfusion Assessment System, has been well received by surgeons and was launched at our sales meeting in January 2011. LifeCell will provide market development and commercialization activities, including professional education, clinical support, reimbursement and sales distribution. Novadaq will continue to be responsible for manufacturing and research and development. 15

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Products and Clinical Applications Our LifeCell product portfolio includes biological soft tissue repair products made from human and animal tissue for use in reconstructive, orthopedic and urogynecologic surgical procedures to repair or reinforce soft tissue defects or weaknesses. Allograft-Based Regenerative Tissue Matrix Products Our allograft-based tissue matrices are made from donated human skin tissue processed with our non-damaging proprietary technique. Our allograft products support the repair or reinforcement of damaged or weakened tissue by providing a foundation for regeneration of normal human soft tissue. Following transplant, our regenerative tissue matrix products revascularize and repopulate with the patients own cells becoming incorporated into the patient, thus providing a versatile scaffold with multiple surgical applications. The table below provides a description of our allograft tissue matrix products, common clinical applications and distribution channels. Allograft Products Product AlloDerm Regenerative Tissue Matrix Description Human allograft tissue matrix product predominately used in general, plastic and reconstructive procedures: as an implant for soft tissue reconstruction or tissue deficit correction as a graft for tissue coverage or closure; and as a sling to provide support to tissue following nerve or muscle damage Examples of application include: in cancer reconstruction procedures, including breast reconstruction following mastectomy procedures in surgical repair of abdominal wall defects, to repair defects resulting from trauma, previous surgery, hernia repair, infection, tumor resection or general failure of the musculofascial tissue in periodontal surgical procedures, to increase the amount of attached gum tissue supporting the teeth as an alternative to autologous connective tissue grafts for the treatment of third-degree and deep second-degree burns requiring skin grafting to replace lost skin Cymetra Micronized AlloDerm Tissue Micronized human allograft tissue matrix product ideally suited for the correction of softtissue defects requiring minimally invasive techniques Example of application includes: injection laryngoplasty Wright Medical Technology Inc. distributes the product for orthopedic markets in the U.S. and certain international markets. Wright Medical Technology Inc. distributes the product in the U.S. and certain international markets until June 2011, at which time KCI will distribute the product through its AHS division. Stryker Corporation distributes the product in the United States. Distribution Our direct sales force handles the distribution of AlloDerm RTM for all applications other than periodontal applications. BioHorizons Implant Systems, Inc. distributes the product in the U.S. and certain international markets of AlloDerm RTM for use in periodontal applications.

Our direct sales force handles the distribution of Cymetra Micronized AlloDerm Tissue.

GRAFTJACKET Human allograft tissue matrix product intended for use in repairing damaged or inadequate integumental tissue in orthopedic surgical procedures Regenerative Tissue Example of application includes: Matrix for rotator cuff tendon reinforcement GRAFTJACKET Micronized human allograft tissue matrix product intended for the repair of damaged or inadequate integumental tissue, such as deep dermal wounds Xpress Flowable Soft Example of application includes: Tissue Scaffold for tunneling diabetic foot ulcers AlloCraft DBM Combination product using demineralized bone and micronized human tissue matrix intended for use as a bone void filler in various orthopedic surgical procedures Example of application includes: for spinal infusions Repliform Tissue Regeneration Matrix Human allograft tissue matrix product intended for use in repairing damaged or inadequate integumental tissue in urogynecologic surgical procedures Examples of application include: as a bladder sling in the treatment of stress urinary incontinence for the repair of pelvic floor defects 16

Boston Scientific Corporation distributes the product for use in urogynecology.

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Xenograft-Based Reconstructive Tissue Matrix Products Our xenograft-based tissue matrices are porcine skin tissue processed with our non-damaging proprietary processing technique that removes cells and significantly reduces a component believed to play a major role in the xenogeneic rejection response. Our xenograft tissue matrix products support the repair of damaged tissue by allowing rapid revascularization and cell repopulation with a patients own cells, providing a versatile scaffold for optimal remodeling into the patients own tissues. The table below provides a description of our xenograft tissue matrix products, common clinical applications and distribution channels. Xenograft Products Product Strattice Reconstructive Tissue Matrix Clinical Applications Distribution Porcine reconstructive tissue matrix product intended for use as an implant to reinforce soft tissue where Our direct sales force weakness exists and for the surgical repair of damaged or ruptured soft tissue membranes handles the distribution of Strattice TM for all Examples of application include: applications. in cancer reconstruction procedures, including breast reconstruction following mastectomy procedures in surgical repair of abdominal wall defects, to repair defects resulting from trauma, previous surgery, hernia repair, infection, tumor resection or general failure of the musculofascial tissue in reinforcement and repair of stoma sites at risk of herniation in breast augmentation revisionary and mastopexy procedures Porcine reconstructive tissue matrix product intended for use in soft tissue reinforcement Example of application includes: for reinforcement of rotator cuff, patellar, achilles, biceps, quadriceps, or other tendons Customers Our LifeCell sales accounted for approximately 17% of our total revenue in 2010. By geographic region, North America and EMEA/APAC represented approximately 98% and 2%, respectively, of total 2010 LifeCell revenue. Our tissue matrix products are used primarily by general, plastic and reconstruction surgeons for challenging abdominal wall/hernia repair, stoma reinforcement, breast reconstruction post-mastectomy, mastopexy, head and neck trauma, and certain cosmetic surgical procedures. Hospitals and ambulatory surgical centers (ASCs) are the primary purchasers of our tissue matrix products. 17 Tornier distributes the product in the U.S. and certain international markets.

Conexa Reconstructive Tissue Matrix

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Reimbursement LifeCell has contractual relationships with hospitals and ASCs in the United States. For direct sales of our tissue matrix products, we are paid directly by hospitals and ASCs, who seek reimbursement for surgical procedures from both private and public insurers. In 2009, we launched Strattice in our EMEA geographic region, where we have initially contracted directly with hospitals for the use of Strattice in challenging hernia repair and breast reconstruction. LifeCell has introduced Strattice into eleven European countries. We have undertaken significant efforts to inform and educate private insurers about the clinical efficacy and economic value associated with the use of AlloDerm in the United States. The majority of national and regional insurers have adopted coverage policies for the use of AlloDerm in connection with surgical procedures, making AlloDerm more accessible in the United States. With the launch of Strattice in the first quarter of 2008, clinical studies were initiated to demonstrate favorable clinical outcomes. Published clinical experience is necessary to initiate insurance coverage. To date coverage of Strattice has been favorable on a case-by-case basis. For the 2011 Healthcare Common Procedure Coding System (HCPCS) code set, we submitted to CMS a Coding Modification Recommendation requesting an appropriate HCPCS code for Strattice. In November 2010, CMS notified us that the appropriate HCPCS code for Medicare outpatient procedures would be C1781Mesh [Implantable]. LifeCell has applied for a distinct HCPCS product code for Strattice, and if assigned, the new HCPCS code would be effective January 1, 2012. HCPCS product codes are important to facilities for appropriate payment for Strattice when procedures are performed in a hospital outpatient setting or in an ASC. Competition Our LifeCell products compete with autologous tissue and various commercially available products made from synthetic materials or biologic materials of human or animal tissue origin. Our tissue matrix products compete with products marketed by such companies as Covidien, C.R. Bard Inc., Johnson & Johnson, Integra LifeSciences Holdings Corporation, W.L. Gore & Associates, Cook, Inc., TEI Biosciences Inc., and Synovis Surgical Innovations. Two tissue processors, Musculoskeletal Transplant Foundation (MTF) and RTI Biologics Inc., distribute human tissue-based products that compete with our products. MTF distributes its products through a direct sales force and through Synthes, Inc. and Johnson & Johnson. RTI Biologics Inc. distributes its products through C.R. Bard Inc. Sales and Marketing We currently market tissue matrix products in the United States primarily for abdominal wall surgery, breast reconstruction post-mastectomy, general reconstruction and cosmetic applications through our LifeCell direct sales and marketing organization. As of December 31, 2010, this organization had a dedicated sales, marketing and customer service staff of over 250 employees, including over 150 in the U.S. sales organization. LifeCell sales representatives are responsible for interacting with plastic surgeons, general surgeons, and head and neck surgeons to educate them regarding the use and potential benefits of our tissue matrix products. We execute a variety of professional medical education events including programs, national and international conferences, trade shows, and medical symposia. We also participate in numerous national fellowship programs. In addition, our LifeCell and AHS sales organizations are beginning to capitalize on synergistic opportunities involving commercialization of products used to manage certain clinically-challenging situations, such as those involving the open abdomen. In addition to our direct sales and marketing efforts, we have arrangements with BioHorizons Implant Systems, Inc. (AlloDerm), Wright Medical Technology Inc. (GRAFTJACKET), Stryker Corporation (AlloCraft), Boston Scientific Corporation (Repliform), and Tornier (Conexa) for the distribution and marketing of our tissue matrix products in the United States and certain international markets. Seasonality Historically, our LifeCell business has experienced a seasonal slowing of sales in the third quarter of each year. This seasonality could be due to less surgeries being performed when patients and surgeons are on vacation. Although we do not know if our historical experience will prove to be indicative of future periods, similar slow-downs may occur in subsequent periods. 18

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Operations and Manufacturing We conduct our LifeCell manufacturing operations, including tissue processing, primary warehousing and distribution at a single location in Branchburg, New Jersey. Warehousing and distribution of products supporting our EMEA business are conducted from a distribution center in the Netherlands. We maintain inventory of our tissue matrix products for direct sales and we periodically ship product to our distributors, which they maintain in inventory until final sale. We maintain a comprehensive quality assurance and quality control program, which includes documentation of all material specifications, operating procedures, equipment maintenance, and quality control test methods intended to comply with appropriate FDA and ISO requirements. In 2009, we finalized the validation of a new Strattice manufacturing suite in our existing facility that is now fully operational. We believe that demand for Strattice, especially larger product sizes, is likely to increase further as we expand the number of applications, products and geographies based on our corporate strategy. Also, demand for AlloDerm continues to be strong in the United States in light of a demonstrated physician preference for AlloDerm in breast reconstruction and head and neck applications. Our allograft tissue matrix products are made from donated human skin tissue. In 2010, we obtained all of our donated human cadaveric tissue from tissue banks and organ procurement organizations in the United States. These tissue banks and organ procurement organizations are subject to federal and state regulations. Specifically, the National Organ Transplant Act (NOTA) prohibits the sale of any human organ or tissue but permits the reasonable payment of costs associated with the removal, transportation, implantation, processing, preservation, quality control and storage of human tissue. We reimburse tissue banks and organ procurement organizations for their expenses associated with the recovery, storage and transportation of donated human skin that they provide to us for processing. In addition, we require supplying tissue banks and organ procurement organizations to comply with the guidelines of, and be registered by, the FDA. NOTA does not apply to xenograft tissue products; however, our materials and tissue suppliers are subject to extensive regulatory requirements applicable to their operations. Our LifeCell business is dependent on the availability of sufficient quantities of raw materials, including donated human cadaveric tissue, porcine tissue and other materials required for tissue processing. We currently receive human tissue from multiple U.S. tissue banks and organ procurement organizations. Our xenograft tissue matrix products are made from porcine skin tissue. As of late 2010, we have two qualified porcine tissue suppliers. Our primary porcine tissue source is supplied by three separate breeding herd farms that are isolated for biosecurity. We also have qualified second sources for all of our specialized solutions that are essential to the processing of our xenograft tissue matrix products. THERAPEUTIC SUPPORT SYSTEMS Description of Business Our Therapeutic Support Systems business (TSS) originated with the introduction of the RotoRest bed over 30 years ago and now includes a broad portfolio of specialty hospital beds, powered and non-powered mattress replacement systems and other products. Our TSS business is comprised of three primary surface categories: critical care, wound care and bariatric care. Our critical care products, often used in the ICU, are designed to address pulmonary complications associated with immobility, while our wound care surfaces are used to reduce or treat skin breakdown, and our bariatric care surfaces assist caregivers in the safe and dignified handling of obese and morbidly obese patients, while addressing complications due to immobility. We also market products designed to reduce the incidence and severity of patient falls in the hospital setting. In our TSS business, we are investing in the development and commercialization of enhanced products designed to meet the needs of ICU patients and to reduce or prevent never events such as hospital-acquired pressure ulcers, nosocomial infections and injurious falls. In October 2010, we launched a new TSS therapy, the SkinIQ Microclimate Manager (Skin IQ). Skin IQ is a waterproof, vapor-permeable cover system with bacterial barrier that uses KCIs proprietary Negative Airflow Technology to actively reduce excess moisture and the temperature of the skins surface. This reduction in moisture and temperature is intended to help reduce the risk of damage to the underlying blood vessels. Used in combination with a pressure redistribution mattress, such as our AtmosAir 9000 MRS, Skin IQ provides an excellent alternative to conventional Low-Air-Loss therapy. Skin IQ is also designed to be compatible with many of the pressure redistribution mattresses on the market today. 19

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In December 2010, we acquired substantially all of the assets and intellectual property of TechniMotion Medical, a U.S.-based company that designs and develops innovative and ergonomic patient handling systems for acute and post-acute patient care. Among other innovations, TechniMotion products include patient lifts that enable out-of-bed transfers, seated transfers, and basic sit-to-stand maneuvers in a more comfortable and natural position, and a reclining bedside chair that allows bed transfers to be performed over the patients mattress. Products and Clinical Applications Our TSS business offers the following clinically effective portfolio of beds, mattress replacement systems, and other products for critical care, wound care and bariatric care settings: Key Products RotoProne TriaDyne Proventa TriaDyne II RotoRest Delta Description Critical Care Product offerings include proning, rotational and percussion specialty beds / surfaces Beds designed to address specific patient types in the ICU, including: o Pulmonary complications (e.g., ARDS and VAP) o Specific mobility requirements (e.g., spinal cord injury) Some ICU beds / surfaces may also have wound care features Wound Care Beds / surfaces designed to redistribute pressure to slow the progression and decrease the incidence of pressure wounds; these beds / surfaces also provide pulsation, alternating pressure, and low air loss Most beds / surfaces designed to provide an ideal microclimate for skin protection and moisture control Key Benefits Provides patient mobility to help treat Ventilator Acquired Pneumonia (VAP) through continuous rotation Provides therapeutic benefit for ARDS patients through prone positioning

TheraPulse ATP KinAir Spirit Select AtmosAir First Step TheraKair InterCell ProfiCare Innova TheraRest RIK Surfaces Skin IQMicroclimate Manager BariMaxx II Therapy System BariAir Therapy System MaxxAir ETSMattress Replacement System

Most products provide pressure redistribution Some products also manage skin microclimate (e.g., low air loss) Some products reduce shear and friction (not including treatments that are directly applied to wounds) Some products provide pressure redistribution while minimizing the impact of patient falls

Bariatric Care Provides support for overweight and morbidly obese patients Some bariatric beds / surfaces also have wound care features Products offer features to assist with mobility

Beds / surfaces designed to support large patients weighing up to 1000 lbs and accommodate patients up to 48 wide Some products also contain wound care surfaces offering o Pressure redistribution o Rotational therapy Patient transfer equipment offered, including lift systems, wheelchairs, walkers and commodes

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Critical Care The most critically-ill patient population is generally cared for in the ICU of a hospital, where they can receive the most intense medical treatment and attention. Patients treated in the ICU usually suffer from serious acute or chronic diseases or severe traumatic injuries. These patients often have, or develop, pulmonary complications, such as ARDS, resulting directly from their conditions or stemming from their impaired mobility coupled with forced ventilation. Some ICU patients are in such acute distress that their organ systems are at risk of failure and many are on some type of life-support. Treating pulmonary complications requires special equipment and treatment methods. Because of the aggressive and specialized treatments required to address these life-threatening conditions, daily patient-care costs in the ICU are high. The advanced therapies offered by our TSS business are designed to help facilities manage patient outcomes in the critical care setting by helping to treat and prevent pulmonary complications associated with immobility. Our critical care therapies consist of Kinetic Therapy, Prone Therapy and Kinetic Prone Therapy to improve oxygenation levels and mobilization of lung secretions. We introduced Kinetic Therapy in 1976 with the RotoRest bed; such therapy involves the side-to-side rotation of a patient to an angle of at least 40 degrees per side and has been shown in independent clinical studies to reduce the incidence of certain pulmonary complications and length of stay in the ICU. Prone Therapy involves turning a patient from the supine to prone position (180 degrees) and often is done manually by nurses in the ICU. Independent clinical studies have demonstrated that proning an ICU patient improves oxygenation which is critical for the survival of ARDS patients whose lungs have a seriously impaired ability to provide an adequate gas exchange. Improvement of oxygenation levels can reduce ventilator time and ICU length of stay, with more recent studies suggesting overall improved mortality rates. We introduced Kinetic Prone Therapy in 2005 with RotoProne Therapy System and enabled the automatic proning and rotation of a patient coupling the advantages of Kinetic Therapy and Prone Therapy. Wound Care Our pressure relieving TSS products help manage the complications and expenses associated with pressure ulcers by providing therapy for the treatment of pressure sores, burns, ulcers, skin grafts, and other skin conditions as well as helping prevent the formation of pressure sores that can develop in immobile individuals. Our TSS products optimally redistribute the amount of pressure on a patient's intact skin surface (prevention) or an existing wound site (treatment) by redistributing forces away from the skin or wound site through immersion of the patient into a medium such as air, foam, silicon beads, or viscous fluid. Our TSS products also help to reduce shear, a major factor in the development of pressure ulcers, by reducing the amount of friction between the skin surface and the surface of the bed. Many of our TSS products also provide moisture control, a major cause of maceration of the skin, by flowing air through the support surface to the skin, keeping the skin dry and moisture free. In addition to providing pressure-redistributing therapy, some of our products also provide for the pulsing of air into the surface cushions, known as Pulsation Therapy, which helps improve blood and lymphatic flow to the skin. Some of our TSS products further promote healing and reduce nursing time by providing an automated wound care turn of at least 20 degrees per side. Our therapeutic wound care surfaces are utilized by patients in hospitals, residents in nursing homes and individuals in the home. Bariatric Care According to the National Center for Health Statistics, obesity is a life-threatening disease affecting 34% of adults in the U.S. Obesity is now the leading cause of preventable death in the U.S as reported in the Denver Science News Examiner. The July 2009 Health Affairs reports annual obesity-related health spending reached $147 billion in 2008, double what it was a decade ago. In the November 2009, Americas Health Rankings, The Future Costs of Obesity, it was projected that obesity-related health spending would cost the U.S. $344 billion each year by 2018. Obese patients are often unable to fit into standardsized beds and wheelchairs and pose an increased risk to themselves and caregivers. Moreover, treating obese patients is a significant safety issue for many healthcare organizations, causing several states and many organizations to adopt a no lift policy because moving and handling obese patients increases the risk of injury to healthcare personnel. We offer innovative solutions to help manage the care of obese patients through a comprehensive offering of safetyfocused and therapy-driven products, education and training, which enables caregivers to care for obese patients in a safe and dignified manner in all care settings while complying with any applicable no lift policy. While our bariatric products are generally used for patients weighing between 300 and 600 pounds, our products can accommodate patients weighing from 850 to 1,000 pounds. Our most sophisticated bariatric products provide five integrated therapies including a cardiac chair, pulsation and percussion and many of our products provide therapies like those in our wound treatment and prevention products. 21

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Customers TSS sales and rentals accounted for 13% of our total revenue in 2010. By geographic region, North America and EMEA/APAC represented 66% and 34%, respectively, of total 2010 TSS revenue. TSS is primarily a rental-focused business, with 83% of TSS revenues from rentals. The majority of TSS revenue comes from acute care facilities, accounting for approximately 90% of TSS revenues. We have agreements with numerous GPOs which negotiate rental and purchase terms on behalf of large groups of acute care and extended care organizations. We believe that some of our larger customers desire alternatives to rental for at least some of their business, and we are evaluating and developing alternative models that will meet our customers needs now and into the future. Reimbursement We have extensive contractual relationships with hospitals and extended care facilities for our products in our North America and EMEA geographic regions. Acute and extended care organizations pay us directly for our products and services. In the U.S., we have contracts with nearly all major acute care hospital organizations and most major extended care organizations who seek reimbursement from both private and public payers based on the patients condition or diagnosis. Medicare and Medicaid reimburse these care settings generally at prospective or fixed rates based on a patients length of stay and disease complexity. Competition Our primary competitors with respect to TSS products for treatment of pulmonary complications in the ICU and wound treatment and prevention are Hill-Rom Company, Huntleigh Healthcare/Getinge, Stryker Corporation and UHS. In the bariatric market, our primary competitors are Hill-Rom Company, Sizewise Rentals, Stryker Corporation and Huntleigh Healthcare. We also compete on a regional, local and market segment level with a number of other companies. Sales and Marketing Our worldwide TSS sales organization consists of approximately 200 dedicated individuals, and we also have approximately 250 individuals in our sales organization that support both our AHS and TSS business units. Because physicians and nurses are critical to the adoption and use of our TSS products, a major element of the sales force's responsibility is to educate and train these medical practitioners in the application of our products, including the specific knowledge necessary for optimal clinical outcomes and reducing the cost of patient care. Our sales organization includes approximately 100 TSS healthcare professionals whose principal responsibilities are to make product rounds, consult on complex cases and assist organizations and home health agencies in developing their patient-care protocols. These professionals educate acute care and extended care organizations on the use of our products. Operations and Manufacturing Through our network of service centers, we are able to rapidly deliver, manage and service our products at major hospitals in the United States, Canada, Australia, New Zealand, Singapore, South Africa and most major European countries. This extensive network is critical to securing national contracts with GPOs. Our network also provides a platform for the rapid introduction of new products. Our U.S. operations have a national 24-hour, seven days-a-week customer service communications system, which allows us to quickly and efficiently respond to our customers needs. In addition to delivery, pick-up and technical support services, our service organization cleans, disinfects and reconditions products between rentals. Our TSS business shares certain resources with the AHS business, including our KCI Express website and approximately 850 employees located in San Antonio at our Advantage Center who perform functions associated with customer service and sales administration. In the United States, we distribute our TSS products through a network of 111 service centers, which gives us the ability to deliver our products to any major Level I domestic trauma center rapidly. Our international operations distribute our TSS products through a network of 57 service centers. These international service centers are strategically located within the regions and countries where we market our products and provide services similar to those provided in the U.S. market but vary by country to ensure we meet the unique needs of our international customers. 22

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Our manufacturing plant in San Antonio, Texas currently manufactures our TSS products. Our manufacturing processes for TSS products, including mattress replacement systems and overlays, involve producing final assemblies in accordance with a master production plan. Assembly of our products is accomplished using metal parts, including bed frames, plastics, electronics and other materials and component parts that are primarily purchased from outside suppliers. Component parts and materials are obtained from industrial distributors, original equipment manufacturers and contract manufacturers. The majority of parts and materials are readily available in the open market (steel, aluminum, plastics, fabric, etc.) for which price volatility is reasonably low. Our manufacturing processes and quality systems are intended to comply with appropriate FDA and ISO requirements. INFORMATION WITH RESPECT TO OUR BUSINESS IN GENERAL U.S. Healthcare Reform In the United States, healthcare reform legislation will most likely remain focused on reducing the cost of healthcare. We believe that efforts by private payers to contain costs through managed care and other methods will continue in the future as efforts to reform the healthcare system continue. The demand for our products and the amount we may be reimbursed for our products is in many cases dependent on the policies of third-party payers such as Medicare, Medicaid, private insurance and managed care organizations that reimburse us for the sale and rental of our products. The many healthcare reform initiatives in the United States have caused healthcare providers to examine their cost structures and reassess the manner in which they provide healthcare services. This review, in turn, has led many healthcare providers to merge or consolidate with other members of their industry in an effort to reduce costs or achieve operating synergies. A substantial number of our customers, including proprietary hospital groups, GPOs, hospitals, national nursing home companies and national home healthcare agencies, have been affected by this consolidation. An extensive service and distribution network and a broad product line are key to servicing the needs of these larger provider networks. In addition, the consolidation of healthcare providers often results in the re-negotiation of contracts and the granting of price concessions. Finally, as GPOs and integrated healthcare systems increase in size, each contract represents a greater concentration of market share, and the adverse consequences of losing a particular contract increases. Intellectual Property To protect our proprietary rights in our products, new developments, improvements and inventions, we rely on a combination of patents, copyrights, trademarks, trade secrets and other laws, and contractual restrictions on disclosure, copying and transfer of title, including confidentiality agreements with vendors, strategic partners, co-developers, employees, consultants and other third parties. We seek patent protection in the United States and abroad. We have approximately 230 issued U.S. patents and 275 pending U.S. patent application relating to our existing and prospective products. Globally, we have approximately 1,485 issued patents and 1,710 pending patent applications. Many of our specialized beds, medical devices and services are offered under proprietary trademarks and service marks. We have 90 trademarks registered with the U.S. Patent and Trademark Office. We also have agreements with third parties that provide for the licensing of patented and proprietary technology. We have patent rights relating to our existing and prospective NPTP products, in the form of owned and licensed patents, including approximately 110 issued U.S. patents and 210 U.S. patent applications pending. Our worldwide patent portfolio (including owned and licensed patent assets) relating to our NPTP products includes approximately 985 issued patents and 1,440 pending patent applications, including protection in Europe, Canada, Australia, Japan and the U.S. Most of the patents in our patent portfolio have a term of 20 years from their date of priority. Beginning in 1993, we licensed certain patents from Wake Forest University relating to NPWT (the Wake Forest Patents). The Wake Forest Patents expire in November 2012 in certain international markets and June 2014 in the U.S. The license agreement terminates according to its terms upon expiration of the licensed patents. Claims from two of the Wake Forest U.S. patents were held to be invalid in October 2010 by the U.S. District Court for the Western District of Texas. In light of the ruling, KCI believes that continued payment of the royalties scheduled under the Wake Forest license is inappropriate. On February 28, 2011, we filed suit in the Federal District Court for the Western District of Texas seeking a declaratory judgment that KCI no longer owes royalties based on the patents in suit because the relevant patent claims are invalid or not infringed. This legal action also follows protracted but unsuccessful negotiations with Wake Forest to reach a reduced royalty rate or its equivalent due to the various invalidity rulings around the world. Going forward, during the pendency of the Wake Forest royalty litigation, KCI does not plan to pay or accrue royalties under the license agreement. Historical royalties under the license agreement have been accrued and are reflected in our consolidated financial statements for the year ended December 31, 2010. In addition, we have accrued royalties under the license agreement through February 27, 2011. For additional information relating to our litigation, see Item 3: Legal Proceedings." 23

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There are certain primary patents and patent applications that we rely upon to protect our regenerative medicine technology. Eight U.S. patents and 30 pending U.S. patent applications cover various aspects of our regenerative medicine technology, including various aspects of the products, methods and apparatus for using, preparing, preserving and freeze-drying tissue-based products. Our regenerative medicine technology also relies upon certain knowledge that we consider proprietary, and we protect such information as trade secrets, as business confidential information or as know-how. Additionally, we license rights to additional technologies, some of which are protected by patents owned by others. We also have applied for patent protection in several foreign countries. Because of the differences in patent laws and laws concerning proprietary rights, the extent of protection provided by U.S. patents or proprietary rights owned by or licensed to us may differ from that of their foreign counterparts. We are subject to legal proceedings involving our patents that are significant to our business. These proceedings are discussed subsequently in Item 3: Legal Proceedings." Research, Development and Clinical Sciences Our research and development efforts include the development of new and synergistic technologies across the continuum of wound care, including tissue regeneration, preservation and repair, new applications of negative pressure technology, as well as upgrading and expanding our surface technologies in our TSS business. Our research and development program is also leveraging our core understanding of biological tissues in order to develop biosurgery products in our LifeCell business. In 2010, we continued our successful track record of advancing therapies in our AHS, LifeCell and TSS businesses through new product introductions and significant enhancements to existing products. Our development and commercialization of our NPTP products, including proprietary, differentiated disposable dressings, has established us as a leader in advanced wound care and tissue healing. With the integration of LifeCell products, we now offer a portfolio of tissue matrix products that are used in a variety of surgical procedures including: breast reconstruction, abdominal wall reconstruction, and orthopedic repair. From LifeCell, we also gained valuable competencies in biological matrix and tissue regeneration technologies to complement our product development efforts. Our TSS technology originated with the introduction of the RotoRest bed over 30 years ago. Since that time, we have continued to develop and commercialize a broad spectrum of TSS products which have significantly enhanced patient care. Additionally, we are committed to clinical research that continues to demonstrate the benefits of our technologies. We continue to focus our efforts in developing new cost-effective products and technologies that result in superior clinical outcomes. One of our primary focuses for innovation is to gain greater insights into areas of high clinical needs, where we can bring new product solutions with novel technologies to help clinicians address these problems. In addition, we strive to improve the value proposition of our products by increasing their clinical and economic benefits and by improving their ease of use. We are devoted to the discovery, development and commercialization of innovative, high-technology therapies and products that are designed to leverage the bodys ability to heal, thus improving clinical outcomes while helping to reduce the overall cost of patient care. Our current research and development activities are accomplished through over 300 employees worldwide. In 2010, we formed the Center for Advanced Research and Technology (ART) to identify, develop and acquire new technologies to support product development in our AHS, LifeCell and TSS businesses. Significant investments in our 2010 research, development and clinical sciences include: new products designed to simplify use and tailored to the needs of different wound types and care settings; new applications of negative pressure technology and unique differentiated dressings for other therapeutic modalities; development of new surgical applications for regenerative tissue matrices; research on new technologies in wound healing and tissue repair; research programs designed to expand our product line in the rapidly growing biosurgery market, and initiation, execution or support of a number of clinical trials, registries, development studies, and investigator initiated trials. 24

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Expenditures for research and development, including clinical trials, in each of the periods below, were as follows (dollars in thousands): 2010 Research and development spending Percentage of total revenue Working Capital Management We maintain inventory parts, supplies and disposables to support customer needs in our service centers, manufacturing facilities and distribution warehouses. We also maintain inventory for conversion to our AHS and TSS rental fleet in our manufacturing facilities. Our AHS rental equipment cannot be used without the disposables that support our therapy systems. As such, we generally ship disposable inventory directly to the customer. Our payment terms with acute care and extended care organizations are consistent with industry standards and generally provide for payment within 30 days of invoice. Our payment terms with third-party payers, including Medicare and private insurance generally vary from 30 to 45 days, which is consistent with industry standards and is regulated by contract and state law. A portion of our receivables relate to unbilled revenues arising in the normal course of business. A portion of our revenues remain unbilled for a period of time due to monthly billing cycles requested by our acute care or extended care organization customers or due to our internal paperwork processing and compliance procedures regarding billing third-party payers. Regulatory Matters Regulation of Medical Devices in the United States The development, manufacture, sale and distribution of our medical device products are subject to comprehensive federal and state governmental regulation. Most notably, all of our medical devices sold in the United States are subject to the Federal Food, Drug, and Cosmetic Act (FDC Act) as implemented and enforced by the FDA. The FDA, and in some cases other government agencies, administer requirements covering the design, testing, safety, effectiveness, manufacturing, labeling, promotion and advertising, distribution and post-market surveillance of our products. Unless an exemption applies, each medical device that we market must first receive either premarket notification clearance (by making a 510(k) submission) or premarket approval (by filing a premarket approval application (PMA)) from the FDA pursuant to the FDC Act. In addition, certain modifications made to marketed devices also may require 510(k) clearance or approval of a PMA supplement. The FDAs 510(k) clearance process usually takes from four to twelve months, but it may last longer. The process of obtaining PMA approval is much more costly, uncertain and may take three or more years. We cannot be sure that 510(k) clearance or PMA approval will be obtained for any product that we propose to market. FDA regulatory requirements for the human allograft tissue processed and distributed by our LifeCell tissue regeneration business unit are complex and constantly evolving. The FDA sets forth criteria for determining whether human cells, tissues and cellular and tissue-based products (HCT/P) can be regulated solely under Section 361 of the Public Health Service Act, i.e. as a 361 HCT/P (as opposed to a medical device or biologic regulation). A product containing human tissue may be regulated solely as a HCT/P or it may also be subject to regulation as a medical device or biologic. The FDA will apply human tissue regulation to an HCT/P that is: (i) minimally manipulated; (ii) intended for homologous use; (iii) is not combined with a device, drug or biologic (with limited exceptions); and (iv) does not have a systemic effect and is not dependent upon metabolic activity for its primary function (with certain exceptions). HCT/Ps generally may be commercially distributed without prior FDA clearance or approval. We believe that AlloDerm, Cymetra, GRAFTJACKET and Repliform satisfy FDA requirements to be considered a HCT/P, eligible for regulation solely as a 361 HCT/P, and therefore, do not require specific FDA clearance or approval for commercial distribution of these products. Correspondence between LifeCell and FDA does provide confirmation that AlloDerm, Cymetra, GRAFTJACKET, and Repliform are appropriately regulated as 361 HCT/ P. AlloCraft DBM is regulated as an HCT/P and medical device and had received 510(k) clearance. Our xenograft products, e.g. Strattice, are regulated as medical devices and have all received 510(k) clearance. 25 $ 90,255 4.5% Year ended December 31, 2009 $ 92,088 4.6% $ 2008 75,839 4.0%

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After a device is placed on the market, numerous regulatory requirements continue to apply. Those regulatory requirements include the following: device listing and establishment registration; adherence to the Quality System Regulation (QSR) which requires stringent design, testing, control, documentation and other quality assurance procedures; labeling requirements and FDA prohibitions against the promotion of off-label uses or indications; adverse event reporting; post-approval restrictions or conditions, including post-approval study commitments; post-market surveillance requirements; the FDAs recall authority, whereby it can ask for, or require, the recall of products from the market; and requirements relating to voluntary corrections or removals. Our manufacturing facilities, as well as those of certain of our suppliers, are subject to periodic and for-cause inspections to verify compliance with the QSR as well as other regulatory requirements. If the FDA were to find that we or certain of our suppliers have failed to comply with applicable regulations, it could institute a wide variety of enforcement actions, ranging from a public warning letter to more severe sanctions, such as product recalls or seizures, monetary sanctions, consent decrees, injunctions to halt manufacturing and distributing products, civil or criminal sanctions, refusal to grant clearances or approvals or delays in granting such clearances or approvals, import detentions of products made outside of the United States, restrictions on operations or withdrawal or suspension of existing approvals. The FDA also has the authority to request repair, replacement or refund of the cost of any medical device manufactured or distributed by us. In October 2009, we became aware of an investigation being conducted by the FDA into the safety of certain power cords supplied to medical device manufacturers, including KCI, by Electri-cord Manufacturing Company. Due to the potential safety risks associated with the 110 volt AC power cords manufactured by Electri-cord, we initiated a voluntary correction of specific KCI for-sale products in order to inspect and replace the affected power cords. Affected products include AHS and TSS products. With respect to KCIs AHS and TSS rental fleets, the power cord replacements will occur during normal service cycles. KCI reported this voluntary correction to the FDA and the agency published this action as a Class II recall in a February 2010 enforcement report. In November 2010, the FDA notified KCI that they had completed the audit of KCIs actions concerning the recall, concluded that the recall has been completed and there has been proper disposition of the recalled articles. Therefore, the FDA considers the recall terminated. In September 2010, we conducted a corrective field action with respect to our RotoProne product, which included clarified labeling and written notifications to existing customers regarding operational and safety features of the RotoProne. KCI reported this voluntary correction to the FDA. We do not expect that this corrective action will have a material impact on our results of operations. Regulation of Medical Devices Outside of the United States Medical device laws also are in effect in many of the non-U.S. markets in which we do business. These laws range from comprehensive device approval requirements for some or all of our products to requests for product data or certifications. Inspection of and controls over manufacturing, as well as monitoring of device-related adverse events, also are components of most of these regulatory systems. Most of our business is subject to varying degrees of governmental regulation in the countries in which we operate, and the general trend is toward increasingly stringent regulation. For example, the European Commission (EC) has harmonized national regulations for the control of medical devices through European Medical Device Directives with which manufacturers must comply. Under these regulations, manufacturing plants must have received CE certification from a notified body in order to be able to sell products within the member states of the European Union. Medical devices deemed to be in the high risk classifications, such as Strattice, further undergo a distinct design review by the notified body prior to certification. Certification allows manufacturers to stamp the products with a CE mark. Products covered by the EC regulations that do not bear the CE mark may not be sold or distributed within the European Union. 26

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Human Tissue Regulation In addition to the regulations applicable to our products generally, procurement of certain human organs and tissue are subject to federal and state regulations, such as NOTA, which prohibits the sale of any human organ or tissue. The FDA has also issued regulations that require tissue donors to be screened and tested for relevant communicable diseases and require manufacturers of HCT/Ps to follow Good Tissue Practice in their recovery, processing, storage, labeling, packaging and distribution of HCT/Ps in order to prevent the introduction, transmission or spread of communicable diseases. Moreover, the FDA has the authority to inspect our facilities and to detain, recall or destroy our products and order us to cease manufacturing if we fail to comply with these requirements. The FDA regulations also require us to report adverse reactions and deviations from donor screening and other applicable requirements. Listing and establishment registration requirements also apply to human tissue products. A few but increasing number of states including Florida, California, Oklahoma, Illinois, New York and Maryland impose their own regulatory requirements on establishments involved in the processing, handling, storage and distribution of human tissue. Noncompliance with state requirements may include some or all of the risks associated with noncompliance with FDA regulation, as well as other risks. The regulation of our human tissue products outside the United States varies by country and is complex and constantly evolving. A limited amount of our human tissue products are currently distributed in several countries internationally. Certain countries regulate our human tissue products as pharmaceutical products, requiring us to make extensive filings and obtain regulatory approvals before selling our product. Certain countries classify our products as human tissue for transplantation but may restrict its import or sale. Certain foreign countries have laws similar to NOTA. These laws may restrict the amount that we can charge for our products and may restrict our ability to export or distribute our products to licensed not-for-profit organizations in those countries. Other countries have no applicable regulations regarding the import or sale of human tissue products similar to our products, creating uncertainty as to what standards we may be required to meet. Noncompliance with foreign country requirements may include some or all of the risks associated with noncompliance with FDA regulation as well as other risks. Healthcare Laws We are subject to various federal, state and local laws in the United States targeting fraud and abuse in the healthcare industry, which generally prohibit us from soliciting, offering, receiving or paying any remuneration in order to induce the ordering or purchasing of items or services that are in any way paid for by Medicare, Medicaid or other government-sponsored healthcare programs. Healthcare costs have been and continue to be a subject of study, investigation and regulation by governmental agencies and legislative bodies around the world. The U.S. federal government continues to scrutinize potentially fraudulent practices affecting Medicare, Medicaid and other government healthcare programs. Payers have become more influential in the marketplace and increasingly are focused on drug and medical device pricing, appropriate drug and medical device utilization and the quality and costs of healthcare. Violations of fraud and abuse-related laws are punishable by criminal or civil sanctions, including substantial fines, imprisonment and exclusion from participation in healthcare programs such as Medicare and Medicaid and health programs outside of the United States. Medical Record Confidentiality and Privacy Laws The Health Insurance Portability and Accountability Act (HIPAA) covers a variety of provisions which impact our business, including the privacy of patient healthcare information, the security of that information and the standardization of electronic data transactions for billing. Sanctions for violating HIPAA include criminal penalties and civil sanctions. HIPAAs privacy regulations restrict the use and disclosure of certain individually identifiable protected health information (PHI). The HIPAA security standards require us to implement certain measures to protect the security and integrity of electronic PHI. HIPAA regulations regarding standardization of electronic data billing transactions also impact our business. We continue to work with all of our business associates with whom we share PHI and who process standardized transactions covered by the regulations in order to make the transition to standardized billing codes as smooth as possible. However, the healthcare industrys continued transition to standardized billing codes may create billing difficulties or business interruptions for us. 27

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Other Regulatory Requirements We are also subject to the U.S. Foreign Corrupt Practices Act and similar anti-bribery laws applicable in non-U.S. jurisdictions that generally prohibit companies and their intermediaries from making improper payments to non-U.S. government officials for the purpose of obtaining or retaining business. Because of the predominance of government-sponsored healthcare systems around the world, most of our customer relationships outside of the United States are with governmental entities and are therefore subject to such anti-bribery laws. Our policies mandate compliance with these anti-bribery laws. We operate in many parts of the world that have experienced governmental corruption to some degree, and in certain circumstances strict compliance with anti-bribery laws may conflict with local customs and practices. In the sale, delivery and servicing of our medical devices and software outside of the United States, we must also comply with various export control and trade embargo laws and regulations, including those administered by the Department of Treasurys Office of Foreign Assets Control and the Department of Commerces Bureau of Industry and Security, which may require licenses or other authorizations for transactions relating to certain countries and/or with certain individuals identified by the U.S. government. Our policies require our employees to complete a training and compliance program, and we have internal controls, policies, and procedures aimed at providing employees with guidance related to the proper conduct of international business. Environmental Matters Our manufacturing operations worldwide are subject to many requirements under environmental laws. In the United States, the U.S. Environmental Protection Agency and similar state agencies administer laws that restrict the emission of pollutants into the air, discharges of pollutants into bodies of water and disposal of pollutants on the ground. Violations of these laws can result in significant civil and criminal penalties and incarceration. The failure to obtain a permit for certain activities may be a violation of environmental law and subject the owner and operator to civil and criminal sanctions. Most environmental agencies also have the power to shut down an operation if it is operating in violation of environmental law. U.S. laws also typically allow citizens to bring private enforcement action in some internal business situations. Outside of the United States, the environmental laws and their enforcement vary and may be more burdensome. For example, some European countries impose environmental taxes or require manufacturers to take back used products at the end of their useful life, and others restrict the materials that manufacturers may use in their products and require redesign and labeling of products. Although such laws do not currently have a significant impact on our products, they are expanding rapidly in Europe. We have management programs and processes in place that are intended to minimize the potential for violations of these laws. Other environmental laws, primarily in the United States, address the contamination of land and groundwater and require the clean-up of such contamination. These laws may apply not only to the owner or operator of an on-going business, but also to the owner of land contaminated by a prior owner or operator. In addition, if a parcel is contaminated by the release of a hazardous substance, such as through its historic use as a disposal site, any person or company that has contributed to that contamination, whether or not it has a legal interest in the land, may be subject to a requirement to clean up the parcel. Employees We currently have approximately 6,900 employees worldwide, the majority of whom are located in North America. Other major concentrations of employees are located in Europe and at our manufacturing, research and development and engineering operations based in the United Kingdom and Ireland. None of our North American employees are represented by a labor union. In various countries outside of North America, we interact with trade unions and work councils that represent a limited number of employees. We believe that our relationship with our employees is generally good. Availability of Securities and Exchange Commission Filings Our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13 or 15(d) of the Securities Exchange Act, as amended, are available free of charge on our website at www.kci1.com, as soon as reasonably practicable after we file or furnish such information to the SEC. Information contained on our website is not incorporated by reference to this report. 28

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ITEM 1A.

RISK FACTORS

Risks Related to Our Business We face significant and increasing competition, which could adversely affect our operating results. We face significant and increasing competition in each of our businesses, which are intensely competitive and are characterized by rapid technological change. We compete with many companies, some of which have longer operating histories, better brand or name recognition, broader product lines and greater access to financial and other resources. Our customers consider many factors when selecting a product, including product reliability, clinical outcomes, product availability, price and services provided by the manufacturer, and market share can shift as a result of technological innovation and other business factors. Our ability to compete with other developers of advanced therapies and technologies will depend in large part on our ability to develop and acquire new products and technologies as well as anticipate technology advances. Product introductions or enhancements by competitors which have advanced technology, better features or lower pricing may make our products or proposed products obsolete or less competitive. Our competitive position can also be adversely affected by product problems, physician advisories and safety alerts, reflecting the importance of product quality in the medical device industry. For additional information regarding our competitive positioning, see Item 1: BusinessInformation Related to Business UnitsActive Healing SolutionsCompetition; LifeCellCompetition; and Therapeutic Support SystemsCompetition. We expect competition in our AHS business to increase over time as competitors introduce additional competing products in the advanced wound care market. As our patents in the field of NPWT expire over time, we expect increased competition with products adopting basic NPWT technologies. In October 2010, certain patent claims licensed to KCI by Wake Forest University were held to be invalid in litigation with Smith & Nephew by the U.S. District Court for the Western District of Texas. On February 28, 2011, we filed suit in the Federal District Court for the Western District of Texas seeking a declaratory judgment that KCI no longer owes royalties based on the patents in suit because the relevant patent claims are invalid or not infringed. Smith & Nephew or third parties may become more aggressive in the marketing of competitive NPWT systems in light of the various invalidity rulings around the world and the Wake Forest royalty litigation. For additional information regarding our patent litigation, see Item 3: Legal Proceedings. Our NPWT systems also compete with traditional wound care dressings, other advanced wound care dressings, skin substitutes, products containing growth factors and other medical devices used for wound care in the United States and internationally. Our LifeCell business is facing increasing competition from providers of autologous tissue and various commercially available products made from synthetic materials or biologic materials of human or animal tissue origin. In addition, consolidation and the entrance of new low-cost competitors to our TSS business have greatly increased competition and pricing pressure in the United States and abroad. These companies have competed in all areas, but most effectively with our most price sensitive customers such as extended care facilities, and have grown in size and scale. If we are unable to effectively differentiate our products from those of our competitors, our market share, sales and profitability could be adversely impacted. If we are unable to develop new generations of products and enhancements to existing products, our competitive position may be harmed. Our success is dependent upon the successful development, introduction and commercialization of new generations of products and enhancements to existing products. Innovation in developing new product lines and in developing enhancements to our existing products is required for us to grow and compete effectively. The completion of development of any new products remains subject to all the risks associated with the commercialization of new products based on innovative technologies, including unanticipated technical or manufacturing problems; extended lead times in obtaining required regulatory approval of new products; the possibility of significantly higher development costs than anticipated; and gaining customer acceptance. Innovation through enhancements and new products requires significant capital commitments and investments on our part, which we may be unable to recover. Our current and future products are subject to regulation by the U.S. Food and Drug Administration (FDA) and other national, federal and state governmental authorities. We may be required to undertake time-consuming and costly development and clinical activities and seek regulatory clearance or approval for expanded clinical applications for current products and new products. Clearance and/or approval might not be granted for a new or modified product or expanded uses of existing products on a timely basis, if at all. 29

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Applicable regulations are subject to change as a result of legislative, administrative or judicial action, which may further increase our costs or reduce sales. Recently, the FDA issued proposed rules which may result in substantial changes to the 510(k) clearance process for medical devices. Among the proposed changes, the clearance of certain medical devices may be subject to facility inspections to ensure compliance with Good Manufacturing Practices rules and regulations. If the proposed rules are made final in their current form, we expect that obtaining 510(k) clearances for KCI medical devices in the future may become more difficult and time consuming. Any substantial increase in requirements which are imposed on KCI as a result of new rules could potentially delay our development and commercialization of new medical device products. Additionally, the FDA could prohibit distribution of existing products for new uses until clearance or approval is obtained. We cannot assure that clearance or approval for new uses of existing products, or new products could be obtained in a timely fashion, or at all. Also, our determination that our allograft products are eligible for regulation as human cellular and tissuebased product is limited to their current intended uses. In the future, we may wish to market our allograft products for new intended uses, which may be require premarket clearance or approval under FDA medical device or biologic regulations, which could be time consuming and costly. Our failure to maintain clearances or approvals for existing products or to obtain clearance or approval for new or modified products could adversely affect our results of operations and financial condition. In addition, we may be subject to intellectual property infringement claims from individuals and companies who have acquired or developed patent portfolios in the fields of advanced wound care, therapeutic support systems or regenerative medicine for the purpose of developing competing products, or for the sole purpose of asserting claims against us. Any claims that our products or processes infringe the intellectual property rights of others, regardless of the merit or resolution of such claims, could cause us to incur significant costs in responding to, defending and resolving such claims, and may prohibit or otherwise impair our ability to commercialize new or existing products. If we are unsuccessful in protecting and maintaining our intellectual property, our competitive position could be harmed. Our ability to enforce our patents and those licensed to us, together with our other intellectual property, is subject to general litigation risks, as well as uncertainty as to the enforceability of our intellectual property rights in various countries. We own or license numerous patents on our existing products and processes, and we file applications as appropriate for patents covering new technologies as such technologies are developed. However, the patents we own, or in which we have rights, may not be sufficiently broad to protect our technology position against competitors, or may not otherwise provide us with competitive advantages. We often retain certain knowledge that we consider proprietary as confidential and elect to protect such information as trade secrets, as business confidential information or as know-how. In these cases, we rely upon trade secrets, know-how and continuing technological innovation to maintain our competitive position. Our intellectual property rights may not prevent other companies from developing functionally equivalent products, developing substantially similar proprietary processes, or otherwise gaining access to our confidential know-how or trade secrets. When we seek to enforce our intellectual property rights, we may be subject to claims that our rights are invalid, are otherwise unenforceable or are already licensed to the party against whom we are asserting a claim. When we assert our intellectual property rights, it is likely that the other party will seek to assert intellectual property rights of its own against us, which may adversely impact our business. All patents are subject to requests for reexamination by third parties. When such requests for reexamination are granted, some or all claims may require amendment or cancellation. Since 2007, multiple requests for reexamination of patents owned or licensed by KCI relating to our AHS business were granted by the U.S. Patent and Trademark Office. If we are unable to enforce our intellectual property rights our competitive position could be harmed. For more information on our current intellectual property litigation, see Item 3: Legal Proceedings. We have agreements with third parties pursuant to which we license patented or proprietary technologies. These agreements commonly include royaltybearing licenses. If we lose the right to license technologies essential to our businesses, or the costs to license these technologies materially increase, our businesses could be adversely impacted. 30

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KCI and its affiliates are involved in multiple intellectual property litigation suits in the United States and Europe, as described in Item 3: Legal Proceedings. If any of our key patent claims are narrowed in scope or found to be invalid or unenforceable, or we otherwise do not prevail, our share in the markets where we compete could be negatively impacted due to increased competition and pricing of our products could decline significantly, either of which would negatively affect our financial condition and results of operations. For example, in the United Kingdom and Germany, where certain patent claims relating to NPWT were invalidated in 2009 litigation, we have experienced increased competition and reduced growth rates in AHS revenue as a result. Also, in October 2010, the Federal District Court for the Western District of Texas entered an order in the Smith & Nephew case invalidating the patent claims involved in the lawsuit. In light of the ruling, KCI believes that continued payment of the royalties scheduled under the Wake Forest license is inappropriate. On February 28, 2011, we filed suit in the Federal District Court for the Western District of Texas seeking a declaratory judgment that KCI no longer owes royalties based on the patents in suit because the relevant patent claims are invalid or not infringed. This legal action also follows protracted but unsuccessful negotiations with Wake Forest to reach a reduced royalty rate or its equivalent due to the various invalidity rulings around the world. Going forward, during the pendency of the Wake Forest royalty litigation, KCI does not plan to pay or accrue royalties under the license agreement with Wake Forest. Historical royalties under the license agreement have been accrued and are reflected in our consolidated financial statements for the year ended December 31, 2010. In addition, we have accrued royalties under the license agreement through February 27, 2011. For the years ended December 31, 2010, 2009 and 2008, royalty payments to Wake Forest under the licensing agreement were approximately $86 million, $89 million and $93 million, respectively. Although an answer has not been filed in this case, it is likely that Wake Forest will claim damages against KCI for breach of contract or patent infringement. We believe that our defenses to any damages claims are meritorious and we intend to vigorously defend against any such claims. It is not possible to estimate damages that may result if we are unsuccessful in the litigation. Third parties may become more aggressive in the marketing of competitive NPWT systems in the U.S. and internationally due to the Wake Forest royalty litigation and the invalidation of Wake Forest patent claims around the world. We derived approximately 69% and 71% of total revenue for 2010 and 2009, respectively, from our NPWT products worldwide. The adoption of healthcare reform in the U.S. may adversely affect our business and financial results. On March 23, 2010, President Obama signed into law major healthcare reform legislation under the Patient Protection and Affordable Care Act of 2010 (PPACA) which was modified on March 30, 2010 by the enactment of the Health Care and Education Reconciliation Act of 2010. Under PPACA, it is expected that expanded healthcare coverage will be made available to an additional 30 million Americans. The increased costs to the U.S. government from PPACA are expected to be funded through a combination of payment reductions for providers over time and several new taxes, including an anticipated $20 billion tax on medical devices beginning in 2013. Although details concerning this tax will not be known until specific regulations are promulgated over the coming months, PPACA is expected to impose a tax of 2.3% on qualifying products, which would include a number of products manufactured by KCI, beginning in 2013. PPACA also provides for the establishment of an Independent Medicare Advisory Board that could recommend changes in payment for physicians under certain circumstances beginning in 2014. In addition, PPACA authorizes certain voluntary demonstration projects beginning no later than 2013 around development of bundling payments for acute, inpatient hospital services, physician services, and post acute services for episodes of hospital care. PPACA increases fraud and abuse penalties and expands the scope and reach of the Federal Civil False Claims Act (FCA) and government enforcement tools, which may adversely impact healthcare companies. In addition to PPACA discussed above, the effect of which cannot presently be quantified given its recent enactment, various healthcare reform proposals have also emerged at the state level. We cannot predict whether future healthcare initiatives will be implemented at the federal or state level or the effect any future legislation or regulation will have on us. We are continuing to evaluate the impact that PPACA is expected to have on our business. The taxes imposed by the new federal legislation and the expansion in governments role in the U.S. healthcare industry may result in decreased profits to us, lower reimbursements by payers for our products and reduced medical procedure volumes, all of which may adversely affect our business, financial condition and results of operations, possibly materially. We may not successfully identify and complete acquisitions or strategic alliances on favorable terms or achieve anticipated synergies relating to any acquisitions or alliances, and such acquisitions could result in unforeseen operating difficulties and expenditures, require significant management resources and require significant charges or write-downs. We regularly review potential acquisitions of complementary businesses, technologies, services or products, as well as potential strategic alliances. We may be unable to find suitable acquisition candidates or appropriate partners with which to form alliances. Even if we identify appropriate acquisition or alliance candidates, we may be unable to complete the acquisitions or alliances on favorable terms, if at all. Future acquisitions may reduce our cash available for operations or other uses. In addition, the process of integrating an acquired business, technology, service or product into our existing operations could result in unforeseen difficulties and expenditures. Integration of an acquired company often requires significant expenditures as well as significant management resources that otherwise would be available for ongoing development of our other businesses. Moreover, we may not realize the anticipated financial or other benefits of an acquisition or alliance. 31

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We may be required to take charges or write-downs in connection with acquisitions. Our financial results, including earnings per share, could be adversely affected by financial adjustments required by U.S. GAAP in connection with our acquisitions where significant goodwill or intangible assets are recorded. To the extent the value of goodwill or identifiable intangible assets with indefinite lives becomes impaired, we may be required to incur material charges relating to the impairment of those assets. Changes in U.S. and international reimbursement regulations, policies and rules, or their interpretation, could reduce the reimbursement we receive for and adversely affect the demand for our products. The demand for our products is highly dependent on the regulations, policies and rules of third-party payers in the United States and internationally, including the U.S. Medicare and Medicaid programs, as well as private insurance and managed care organizations that reimburse us for the sale and rental of our products. If coverage or payment regulations, policies or rules of existing third-party payers are revised in any material way in light of increased efforts to control healthcare spending or otherwise, the amount we may be reimbursed or the demand for our products may decrease, or the costs of furnishing or renting our products could increase. In the United States, the reimbursement of our products by Medicare is subject to review by government contractors that administer payments under federal healthcare programs. These contractors are delegated certain authority to make local or regional determinations and policies for coverage and payment of biologicals, durable medical equipment (DME), medical devices, and related supplies in various care settings. Adverse interpretation or application of Medicare contractor coverage policies, adverse administrative coverage determinations or changes in coverage policies can lead to denials of our claims for payment and/or requests to recoup alleged overpayments made to us for our products. Such determinations and changes can often be challenged only through an administrative appeals process. From time to time, we have been engaged in dialogue with the medical directors of the various Medicare contractors, including the Durable Medical Equipment Medicare Administrative Contractors (DMACs) in order to clarify local coverage policies for our tissue matrix and NPWT products. In some instances relating to reimbursement of our NPWT products, the DMAC medical directors have indicated that their interpretation of the NPWT coverage policy differs from ours. Although we have informed the DMACs and medical directors of our positions and billing practices, our dialogue has yet to resolve all open issues. In the event that our interpretations of NPWT coverage policies in effect at any given time do not prevail, we could be subject to recoupment or refund of all or a portion of any disputed amounts as well as penalties, which could exceed our related revenue realization reserves, and could negatively impact our AHS revenue from Medicare placements in the United States. In addition, the current Medicare NPWT coverage policy instructs the DMACs to initially deny payment for any NPWT placements that have extended beyond four months in the home; however, we are permitted to appeal such non-payment on a claim-by-claim basis. As of December 31, 2010, we had approximately $11.6 million in outstanding receivables relating to Medicare NPWT placements that have extended beyond four months in the home, including both unbilled items and claims where coverage or payment was initially denied. We are in the process of submitting all unbilled claims for payment and appealing the remaining claims through the appropriate administrative appeals processes necessary to obtain payment. We may not be successful in collecting these amounts. Further changes in policy or adverse determinations may result in increases in denied claims and outstanding receivables. In addition, if our appeals are unsuccessful and/or there are further policy changes, we may be unable to continue to provide the same types of services that are represented by these disputed claims in the future. If we are unable to obtain expanded reimbursement for our products in foreign jurisdictions, our international expansion plans could be delayed and our plans for growth could be negatively impacted. The successful global expansion of our business is dependent upon our ability to obtain expanded reimbursement for our products in the United States and in foreign jurisdictions. We are continuing our efforts to obtain reimbursement for Strattice and V.A.C. Therapy systems and related disposables in foreign jurisdictions. For V.A.C. Therapy systems and related disposables, these efforts have resulted in varying levels of reimbursement from private and public payers in multiple countries, mainly in the acute care setting. In these jurisdictions and others outside the United States, we continue to seek expanded homecare reimbursement, which we believe is important in order to increase the demand for V.A.C. Therapy Systems and related disposables in these markets. For our LifeCell business, work has begun to secure appropriate coding, coverage and reimbursement for AlloDerm in Canada, and for Strattice throughout Europe, the Middle East and Africa. If we are unable to obtain expanded reimbursement, our international expansion plans could be delayed and our plans for growth could be negatively impacted. For a more detailed discussion of our reimbursement efforts, see Item 1: BusinessInformation Related to Business UnitsActive Healing SolutionsReimbursement; and LifeCellReimbursement. 32

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U.S. Medicare reimbursement of competitive products and the implementation of the Medicare competitive bidding program could reduce the reimbursement we receive and could adversely affect the demand for our V.A.C. Therapy Systems in the United States. From time to time, Medicare publishes reimbursement policies and rates that may unfavorably affect the reimbursement and market for our products. Since 2005, Medicare has assigned NPWT reimbursement codes to several devices being marketed to compete with V.A.C. Therapy Systems. Due to the introduction of competitive products, the Centers for Medicare and Medicaid Services (CMS) and other third-party payers could attempt to reduce reimbursement rates on NPWT or its various components through competitive bidding or otherwise, which could negatively impact our AHS revenue from U.S. Medicare placements. In the future, our AHS revenue from U.S. Medicare placements of NPWT products is expected to be subject to Medicares durable medical equipment competitive bidding program. In 2008, the Medicare competitive bidding program was delayed and significantly modified by the Medicare Improvements for Patients and Providers Act (MIPPA). MIPPA exempted NPWT from the first round of competitive bidding and delayed implementation of the second round of competitive bidding. The law also imposed a 9.5% price reduction for all U.S. Medicare placements of our NPWT products as of January 2009. The 9.5% reduction in reimbursement resulted in lower Medicare reimbursement levels, which negatively impacted our 2010 and 2009 total revenue by less than 1%, compared to pre-2009 reimbursement levels. Future inclusion of our NPWT products in the Medicare competitive bidding program could result in increased competition and reduced reimbursement for our Medicare placements. In the event that CMS adopts policies or procedures that are unfavorable to us, any resulting reduction in reimbursement could materially and adversely affect our business and operating results. U.S. Medicare reimbursement changes applicable to facilities that use our products, such as hospitals and skilled nursing facilities, could adversely affect the demand for our products. In 2006, CMS finalized new provisions for the hospital inpatient prospective payment system (IPPS) which included a significant change in the manner in which it determines the underlying relative weights used to calculate the diagnosis-related group (DRG) payment amount made to hospitals for certain patient conditions. In 2007, CMS began to phase-in the use of hospital costs rather than hospital charges for the DRG relative weight determination. As expected, payments have increased for hospitals serving more severely ill patients and decreased for those serving patients who are less severely ill. The fiscal year 2009 IPPS final rule, issued in 2008, announced the completion of the transition to the severity-adjusted DRGs. The changes to IPPS reimbursement procedures have placed downward pressure on prices paid by acute care hospitals to KCI and have somewhat affected the demand for our products used for inpatient services. The initiation by U.S. and foreign healthcare, safety and reimbursement agencies of periodic inspections, assessments or studies of the products, services and billing practices we provide could lead to reduced public reimbursement or the inability to obtain reimbursement and could result in reduced demand for our products. Due to the increased scrutiny and publicity of government efforts to contain rising healthcare costs, we may be subject to future assessments or studies by U.S. and foreign healthcare, safety and reimbursement agencies, which could lead to changes in reimbursement policies that adversely affect our business. We are also currently subject to multiple technology assessments related to our V.A.C. Therapy Systems in foreign countries where we conduct business. Any unfavorable results from these evaluations or technology assessments could result in reduced reimbursement or prevent us from obtaining reimbursement from third-party payers and could reduce the demand or acceptance of our V.A.C. Therapy Systems. In March 2009, the OIG published a report on the comparative pricing of NPWT pumps. In that report, the OIG suggested that CMS is overpaying for NPWT pumps because the current price is based on the price of the V.A.C. Therapy System and did not consider the lower prices of new products added to the NPWT category since 2005. The OIG suggested that CMS should either competitively bid NPWT in the Second Round of DME Competitive Bidding or conduct an inherent reasonableness assessment. It is possible that CMS will elect to apply inherent reasonableness or competitive bidding to NPWT pumps in the future, either of which could negatively impact U.S. Medicare reimbursement of our products. 33

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The OIG has also reiterated that it plans to continue to review DME suppliers use of certain claims modifiers to determine whether the underlying claims made appropriate use of such modifiers when billing to Medicare. Under the Medicare program, a DME supplier may use these modifiers to indicate that it has the appropriate documentation on file to support its claim for payment. Upon request, the supplier may be required to provide this documentation; however, recent reviews by Medicare regional contractors have indicated that some suppliers have been unable to furnish this information. The OIG intends to continue its work to determine the appropriateness of Medicare payments for certain DME items, including wound care equipment, by assessing whether the suppliers documentation supports the claim, whether the item was medically necessary, and/or whether the beneficiary actually received the item. The OIG also plans to review DME that is furnished to patients who are receiving home health services to determine whether the DME is properly billed separately from the home health agencys reimbursement. In the event that these initiatives result in any assessments with respect to KCI claims, we could be subject to material refunds, recoupments or penalties. Such initiatives could also lead to further changes to reimbursement or documentation requirements for our products, which could be costly to administer. The results of U.S. or foreign government agency studies could factor into governmental or private reimbursement or coverage determinations for our products and could result in changes to coverage or reimbursement rules which could reduce the amounts we collect for our products and have a material adverse effect on our business. We may be subject to claims audits that could harm our business and financial results. As a healthcare supplier, we are subject to claims audits by government regulators, contractors and private payers. Our documentation, billing and other practices are subject to scrutiny by regulators, including claims audits. To ensure compliance with U.S. reimbursement regulations, the Medicare regional contractors and other government contractors periodically conduct audits of billing practices and request medical records and other documents to support claims submitted by us for payment of services rendered to our customers. Such audits may also be initiated as a result of recommendations made by government agencies, such as those in the June 2007 OIG report. For more information on claims audits, see Note 13 of the Notes to the Consolidated Financial Statements. CMSs Medicaid Integrity Plan, a national strategy to detect and prevent Medicaid fraud and abuse, seeks to identify, recover and prevent inappropriate Medicaid payments through increased review of suppliers of Medicaid services. KCI could be subjected to such reviews in any number of states potentially resulting in demands for refunds or assessments of penalties against KCI, which could have a material adverse impact on our financial condition and results of operations. In addition, our agreements with private payers commonly provide that payers may conduct claims audits to ensure that our billing practices comply with their policies. These audits can result in delays in obtaining reimbursement, denials of claims, or demands for significant refunds or recoupments of amounts previously paid to us. We could be subject to governmental investigations regarding the submission of claims for payment for items and services furnished to federal and state healthcare program beneficiaries. There are numerous rules and requirements governing the submission of claims for payment to federal and state healthcare programs. In many cases, these rules and regulations are not very clear and have not been interpreted on any official basis by government authorities. If we fail to adhere to these requirements, the government could allege we are not entitled to payment for certain claims and may seek to recoup past payments made. Governmental authorities could also take the position that claims we have submitted for payment violate the federal False Claims Act (FCA). The recoupment of alleged overpayments and/or the imposition of penalties or exclusions under the FCA or similar state provisions could result in a significant loss of reimbursement and/or the payment of significant fines and may have a material adverse effect on our operating results. Even if we were ultimately to prevail, an investigation by governmental authorities of the submission of widespread claims in non-compliance with applicable rules and requirements could have a material adverse impact on our business as the costs of addressing such investigations could be significant. In February 2009, we received a subpoena from the OIG seeking records regarding our billing practices under the local coverage policies of the four regional DMACs. In response to the request, we have produced substantial documentation to the OIG and have met with the U.S. Department of Justice and continue to assist the government in its review. The government made additional informal requests in November and December 2009, and we are currently in discussions with the government regarding the scope of its inquiries. We have not been advised of and cannot predict the time frame in which the governments investigation will be resolved nor the impact the findings may have on our results of operations or our financial position. For a description of other risks relating to governmental review and investigation of our businesses, see each of the risk factors entitled The initiation by U.S. and foreign healthcare, safety and reimbursement agencies of periodic inspections, assessments or studies of the products, services and billing practices we provide could lead to reduced public reimbursement or the inability to obtain reimbursement and could result in reduced demand for our products; We may be subject to claims audits that could harm our business and financial results; and We could be subject to governmental investigations under the Anti-Kickback Statute, the Stark Law, the federal False Claims Act or similar state laws with respect to our business arrangements with prescribing physicians and other healthcare professionals. 34

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We could be subject to governmental investigations under the Anti-Kickback Statute, the Stark Law, the federal False Claims Act or similar state laws with respect to our business arrangements with prescribing physicians and other healthcare professionals. We are subject to various federal, state and foreign laws pertaining to healthcare pricing and fraud and abuse, including prohibitions on kickbacks and the submission of false claims and restrictions on relationships with physicians and other referral sources. We have numerous business arrangements with physicians and other potential referral sources. Although we believe these arrangements or the remuneration provided thereunder in no way violate the federal Anti-Kickback Statute, the Stark Law or similar state laws, governmental authorities could attempt to take the position that one or more of these arrangements, or the payments or other remuneration provided thereunder, violates these statutes or laws. In addition, if any of our arrangements were found to violate such laws, federal authorities or whistleblowers could take the position that our submission of claims for payment to a federal healthcare program for items or services realized as a result of such violations also violates the FCA. Imposition of penalties or exclusions for violations of the Anti-Kickback Statute, the Stark Law or similar state laws could result in a significant loss of reimbursement and may have a material adverse effect on our financial condition and results of operations. Even the assertion of a violation under any of these provisions could have a material adverse effect on our financial condition and results of operations. Failure of any of our clinical studies or third-party assessments to demonstrate desired outcomes in proposed endpoints may reduce physician usage or result in pricing pressures which could have a negative impact on business performance. We regularly conduct clinical studies designed to test a variety of endpoints associated with product performance and use across a number of applications. If, as a result of poor design, implementation or otherwise, a clinical study conducted by us or others fails to demonstrate statistically significant results supporting performance or use benefits or cost effectiveness of our products, physicians may elect not to use our products as a treatment for conditions that may benefit from them. Furthermore, in the event of an adverse clinical study outcome, our products may not achieve standard-of-care designations, where they exist, for the conditions in question, which could deter the adoption of our products. If we are unable to develop a body of statistically significant evidence from our clinical study program, whether due to adverse results or the inability to complete properly designed studies, domestic and international public and private payers could refuse to cover our products, limit the manner in which they cover our products, or reduce the price they are willing to pay or reimburse for our products. In the case of a pre-approval study or a study required by a regulatory body as a condition of approval, a regulatory body can revoke, modify or deny approval of the product in question. Our business is partly dependent on major contracts with group purchasing organizations (GPOs) and integrated delivery networks (IDNs). Our relationships with these organizations pose several risks. Our products can be contracted under national tenders or with larger hospital GPOs. The healthcare industry has been consolidating, and as a result, transactions with customers are larger and more complex. The purchasing power of these larger customers has increased, and may continue to increase, generating downward pressure on product pricing. The majority of our AHS and TSS U.S. hospital sales and rentals are made pursuant to contracts with GPOs. At any given time, we are typically at various stages of responding to bids and negotiating and renewing expiring GPO agreements. Failure to be included in certain of these agreements could have a material adverse effect on our business, including sales and rental revenues. The contracting practices of GPOs change frequently to meet the needs of their member hospitals. An emerging trend is for GPOs to offer committed programs or standardization programs, where one supplier may be chosen to serve designated members that elect to participate in the program. Participation by us in such programs may require increased discounting, and failure to participate or be selected for participation in such programs may result in a reduction of sales to the member hospitals. In addition, the industry is showing an increased focus on contracting directly with health systems or IDNs (which typically represents influential members and owners of GPOs). IDNs and health systems often make key purchasing decisions and have influence over a GPOs contract decisions. This presents an opportunity to have more contracts directly with customers, but customers may request additional discounts or enhancements. GPOs, IDNs and large health care providers have communicated that their member hospitals have limited access to capital, and they have increased their focus on pricing and on limiting price increases. Some of our sales contracts contain restrictions on our ability to raise prices, therefore limiting our ability, in the short-term, to respond to significant increases in raw material prices or other factors. 35

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Because we depend upon a limited group of suppliers and, in some cases, exclusive suppliers for products essential to our business, we may incur significant product development costs and experience material delivery delays if we lose any significant supplier, which could materially impact our rental and sales of AHS, LifeCell and TSS products. For all three of our business units, we obtain some of our finished products and components from a limited group of suppliers, and we purchase certain supplies from single sources for reasons of quality assurance, cost-effectiveness, availability, or constraints resulting from regulatory requirements. While we work closely with suppliers to assure continuity of supply and maintain high quality and reliability, these efforts may not be successful. Manufacturing disruptions experienced by our suppliers may jeopardize our supply of finished products and components. A change in suppliers could require significant effort or investment in circumstances where the items supplied are integral to product performance or incorporate unique technology. Any casualty, natural disaster or other significant disruption of any of our sole-source suppliers operations, or any unexpected loss of any existing exclusive supply contract could have a material adverse effect on our business. For more information regarding our sole-source supply arrangements, see Item 1: BusinessInformation Related to Business UnitsActive Healing SolutionsOperations and Manufacturing; LifeCellOperations and Manufacturing; and Therapeutic Support SystemsOperations and Manufacturing. Any shortfall in our ability to procure unprocessed tissue or manufacture Strattice and AlloDerm in sufficient quantities to meet market demand would negatively impact our growth. Demand for our tissue matrix products is significant and increasing in the United States, and we have expanded our manufacturing capabilities to meet this demand. In 2009, we finalized the validation of a new manufacturing suite in our existing facility that is now fully operational. We believe that demand for Strattice is likely to increase further during our planned expansion into additional countries in Europe, the Middle East and Africa (EMEA). Also, demand growth for AlloDerm continues to be strong in the U.S. in light of a demonstrated physician preference for AlloDerm in breast reconstruction applications. Sales of Strattice and AlloDerm may be constrained in the future by our ability to manufacture sufficient quantities to meet demand, as they were in 2009. During 2010, our inventory levels of Strattice and AlloDerm have returned to levels sufficient to meet market demand. However, any inability to manufacture sufficient quantities of our products to meet demand in the future could have a material adverse effect on our LifeCell business. For more information respecting our procurement of tissue for our AlloDerm and Strattice products, see Item 1: BusinessInformation Related to Business UnitsLifeCellOperations and Manufacturing. If a natural or man-made disaster strikes our manufacturing facilities, we will be unable to manufacture our products for a substantial amount of time and our sales and profitability will decline. Our facilities and the manufacturing equipment we use to produce our products would be costly to replace and could require substantial lead-time to repair or replace. The manufacture of all of our LifeCell regenerative medicine products is conducted exclusively at our sole manufacturing facility in Branchburg, New Jersey, where we completed validation of a new manufacturing suite that became operational in 2009. The manufacture of our AHS disposable supplies is conducted at our manufacturing facility in Athlone, Ireland and the manufacturing facility of Avail Medical Products, Inc., one of our third-party suppliers, in Mexico. Any temporary or permanent facility shut-down caused by casualty (property damage caused by fire or other perils), regulatory action, or other unexpected interruptions could cause a significant disruption in our ability to supply our LifeCell products or AHS products, which would impair our LifeCell or AHS revenue growth, respectively. We take precautions to safeguard the facilities, including security, health and safety protocols and off-site backup and storage of electronic data. Additionally, we maintain property insurance that includes coverage for business interruption. However, a natural disaster such as a fire or flood could affect our ability to maintain ongoing operations and cause us to incur additional expenses. Insurance coverage may not be adequate to fully cover losses in any particular case. Accordingly, damage to a facility or other property due to fire, flood or other natural disaster or casualty event could materially and adversely affect our revenues and results of operations. We may not be able to maintain our competitive advantages if we are not able to attract and retain key personnel. Our success depends to a significant extent on our ability to attract and retain key members of our executive, technical, sales, marketing and engineering staff. While we have taken steps to retain such key personnel, there can be no assurance that we will be able to retain the services of individuals whose knowledge and skills are important to our businesses. Our success also depends on our ability to prospectively attract, expand, integrate, train and retain qualified management, technical, sales, marketing and engineering personnel. Because the competition for qualified personnel is intense, costs related to compensation and retention could increase significantly in the future. 36

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Our international business operations are subject to risks, including risks arising from currency exchange rate fluctuations, which could adversely affect our operating results. Our operations outside the United States, which represented approximately $510 million, or 25%, of our total revenue for the year ended December 31, 2010 and $517 million, or 26%, of our total revenue for the year ended De`cember 31, 2009, are subject to certain legal, regulatory, social, political, and economic risks inherent in international business operations, including, but not limited to: less stringent protection of intellectual property in some countries outside the United States; trade protection measures and import and export licensing requirements; changes in foreign regulatory requirements and tax laws; alleged or actual violations of the Foreign Corrupt Practices Act of 1977, and similar local commercial anti-bribery and anti-corruption laws in the foreign jurisdictions in which we do business; changes in foreign medical reimbursement programs and policies, and other healthcare reforms; political and economic instability; complex tax and cash management issues; potential tax costs associated with repatriating cash from our non-U.S. subsidiaries; and longer-term receivables than are typical in the United States, and greater difficulty of collecting receivables in certain foreign jurisdictions.

Because a significant portion of our business is conducted outside the United States, we face exposure to adverse movements in foreign currency exchange rates related to the value of the U.S. dollar. While we enter into foreign currency exchange contracts designed to reduce the short-term impact of foreign currency fluctuations, we cannot eliminate the risk, which may adversely affect our expected results. If we fail to comply with the extensive array of laws and regulations that apply to our business, we could suffer civil or criminal penalties or be required to make significant changes to our operations that could reduce our revenue and profitability. We are required to comply with extensive and complex laws and regulations at the federal, state and local government levels relating to among other things: billing practices; product pricing and price reporting; quality of medical equipment and services and qualifications of personnel; confidentiality, maintenance and security of patient medical records; marketing and advertising, and related fees and expenses paid; and business arrangements with other providers and suppliers of healthcare services.

For example, the Health Insurance Portability and Accountability Act defines two new federal crimes: (i) healthcare fraud and (ii) false statements relating to healthcare matters, the violation of which may result in fines, imprisonment, or exclusion from government healthcare programs. Further, under separate statutes, any improper submission of claims for payment, causing any claims to be submitted that are not provided as claimed, or improper price reporting for products, may lead to civil monetary penalties, criminal fines and imprisonment, and/or exclusion from participation in Medicare, Medicaid and other federally funded state health programs. We are subject to numerous other laws and regulations, the application of which could have a material adverse impact on our operating results. We are subject to regulation by the FDA and its foreign counterparts that could materially reduce the demand for and limit our ability to distribute our products and could cause us to incur significant compliance costs. The production and marketing of substantially all of our products and our ongoing research and development activities are subject to regulation by the FDA and its foreign counterparts. Complying with FDA requirements and other applicable regulations imposes significant costs on our operations. If we fail to comply with applicable regulations or if postmarket safety issues arise, we could be subject to enforcement sanctions, our promotional practices may be restricted, and our marketed products could be subject to recall or otherwise impacted. Each of these potential actions could result in a material adverse effect on our operating results. In addition, new FDA guidance and new and amended regulations that regulate the way we do business may occasionally result in increased compliance costs. Recently, the FDA issued proposed rules which may result in substantial changes to the 510(k) clearance process for medical devices. If the proposed rules are made final in their current form, we expect that obtaining 510(k) clearances for KCI medical devices in the future may become more difficult and time consuming. Any substantial increase in requirements which are imposed on KCI as a result of new rules could potentially delay our development and commercialization of new medical device products. In 2007, standardization agencies in Europe and Canada adopted the revised standard, IEC 60601, requiring labeling and electro-magnetic compatibility modifications to several product lines in order for them to remain state-of-the-art. Compliance with the IEC 60601 third edition series of standards is expected to be mandatory in Europe and Canada effective in 2012 and in the United States effective in 2013. These revised standards will entail increased costs relating to compliance with the new mandatory requirements that could adversely affect our operating results. 37

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Adverse changes in general domestic and global economic conditions and instability and disruption of credit markets could adversely affect our operating results, financial condition or liquidity. We are subject to risks arising from adverse changes in general domestic and global economic conditions, including recession or economic slowdown and disruption of credit markets. Recently, the credit and capital markets experienced extreme volatility and disruption, leading to recessionary conditions and depressed levels of consumer and commercial spending. We continue to see signs of weakness in the U.S. and global economies. We believe the economic downturn may generally decrease hospital census and the demand for elective surgeries. Also, the global financial crisis, continuing high levels of unemployment and general economic uncertainties have made it more difficult and more expensive for hospitals and health systems to obtain credit which may contribute to pressures on their operating margins. We believe that rising unemployment reduces the number of individuals covered by private insurance, which has resulted in a noticeable increase in our charity-care placements and may increase the cost of uncompensated care for hospitals. Higher unemployment may also result in a shift in reimbursement patterns as unemployed individuals switch from private plans to public plans such as Medicaid or Medicare. If the economic downturn persists and unemployment remains high or increases, any significant shift in coverage for the unemployed may have an unfavorable impact on our reimbursement mix and may result in a decrease in our overall average unit prices. Further disruption in the credit markets could impede our access to capital, which could be further adversely affected if we are unable to maintain our current credit ratings. Should we have limited access to additional financing sources, we may need to defer capital expenditures or seek other sources of liquidity, which may not be available to us on acceptable terms if at all. Similarly, if our suppliers face challenges in obtaining credit or other financial difficulties, they may be unable to provide the materials required to manufacture our products. All of these factors related to the global economic situation, which are beyond our control, could negatively impact our business, results of operations, financial condition and liquidity. We are exposed to product liability claims which may materially and adversely affect our revenues and results of operations. Our businesses expose us to product liability risks inherent in the testing, manufacturing, marketing and use of medical products. We maintain product liability insurance; however, we cannot be certain that (i) the level of insurance will provide adequate coverage against potential liabilities, (ii) the type of claim will be covered by the terms of the insurance coverage, (iii) adequate product liability insurance will continue to be available in the future, or (iv) the insurance can be maintained on acceptable terms. The legal expenses associated with defending against product liability claims and the obligation to pay a product liability claim in excess of available insurance coverage would increase operating expenses and could materially and adversely affect our results of operations and financial position. Some LifeCell products (AlloDerm, GRAFTJACKET, AlloCraft DBM and Repliform) contain donated human cadaveric tissue. The implantation of tissue products derived from donated cadaveric tissue creates the potential for transmission of communicable disease. LifeCell Corporation is accredited by the American Association of Tissue Banks and voluntarily complies with its guidelines. LifeCell Corporation and its tissue suppliers are registered with and regulated by the FDA and state regulatory bodies. These regulations have strict requirements for testing donors to prevent communicable disease transmission. However, there can be no assurance that our tissue suppliers will comply with such regulations intended to prevent communicable disease transmission, or even if such compliance is achieved, that our products have not been or will not be associated with disease transmission, or a patient otherwise infected with disease would not erroneously assert a claim that the use of our products resulted in disease transmission. LifeCell Corporation is currently named as a defendant in a number of lawsuits that are related to the distribution of its products, including multiple lawsuits relating to certain human-tissue based products because the organization that recovered the tissue, Biomedical Tissue Services, Ltd. (BTS) may not have followed FDA requirements for donor consent and/or screening to determine if risk factors for communicable diseases existed. Although LifeCell Corporation intends to defend against these actions, there can be no assurance that LifeCell Corporation will prevail. Any actual or alleged transmission of communicable disease could result in patient claims, litigation, distraction of managements attention and potentially increased expenses. Also, in September 2010, LifeCell Corporation and KCI were served with two lawsuits from individuals alleging personal injury and seeking monetary damages for failed hernia repair procedures using LifeCell Corporations AlloDerm products. These cases are in the early stages of litigation and have not yet been set for trial. The law firms representing plaintiffs in these cases are actively soliciting and publicly advertising in an effort to recruit additional plaintiffs for hernia repair cases. The publicity around the BTS cases and the active solicitation of plaintiffs in the AlloDerm cases could potentially harm our reputation with our customers and disrupt our ability to market our products, which may materially and adversely impact the growth rates of our LifeCell business. 38

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The National Organ Transplant Act (NOTA) could be interpreted in a way that could reduce our revenues and income in the future. Procurement of certain human organs and tissue for transplantation is subject to the restrictions of NOTA, which prohibits the sale of any human organ or tissue, but permits the reasonable payment of costs associated with the removal, transportation, implantation, processing, preservation, quality control and storage of human tissue, including skin. We reimburse tissue banks for expenses incurred that are associated with the recovery and transportation of donated cadaveric human skin that the tissue bank processes and distributes. In addition to amounts paid to tissue banks to reimburse them for their expenses associated with the procurement and transportation of human skin, we include in our pricing structure certain costs associated with tissue processing, tissue preservation, quality control and storage of the tissue, and marketing and medical education expenses. NOTA payment allowances may be interpreted to limit the amount of costs and expenses that we may recover in our pricing for our products, thereby negatively impacting our future revenues and profitability. If we are found to have violated NOTAs prohibition on the sale of human tissue, we also are potentially subject to criminal enforcement sanctions which may materially and adversely affect our results of operations. Risks Related to Our Capital Structure Our indebtedness will limit our financial flexibility. Our indebtedness as of December 31, 2010 was approximately $1.2 billion. In January 2011, we entered into a new credit agreement which was used to refinance existing debt under the prior senior credit facility and will also be used for general corporate purposes. The new credit agreement provides for (i) a $550.0 million term A facility that matures in January 2016, and (ii) a $650.0 million revolving credit facility that matures in January 2016, which represents a $350.0 million increase from our previous revolving credit facility. The Company also has the right at any time to increase its borrowings under the new credit agreement by an aggregate additional amount up to $500.0 million. For further information on our new senior credit facility, see Note 17 of the Notes to the Consolidated Financial Statements. The term loan portion of our credit facilities has a required scheduled amortization, with the percentage to be amortized increasing over the term of the loan. As a result of our outstanding debt, demands on our cash resources for debt service could have the effect of: reducing funds available to us for our operations and general corporate purposes or for capital expenditures as a result of the dedication of a substantial portion of our consolidated cash flow from operations to the payment of principal and interest on our indebtedness; and increasing our vulnerability to a general economic downturn or a significant reduction in the prices paid for the our products caused by the coverage or reimbursement decisions of third-party payers such as Medicare and private insurance. The debt service obligations may place us at a competitive disadvantage compared to our competitors with less debt, affecting our ability to obtain additional financing in the future for refinancing indebtedness, acquisitions, working capital, capital expenditures or other purposes, and subjecting us to the risks of higher interest rates. Restrictive covenants in our credit facilities may restrict our ability to pursue our business strategies. Our credit facilities contain limitations on our ability, among other things, to: incur additional indebtedness or contingent obligations; pay dividends or make distributions to our shareholders; repurchase or redeem our stock; repurchase our Convertible Senior Notes; make investments; grant liens; enter into transactions with our shareholders and affiliates; sell assets; and acquire the assets of, or merge or consolidate with, other companies. 39

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Our credit facilities contain financial covenants requiring us to meet certain leverage and interest coverage ratios. We may not be able to maintain these ratios. As of December 31, 2010, we were in compliance with all covenants under the then current senior credit agreement. Our credit facilities may impair our ability to finance future operations or capital needs, or to enter into acquisitions or joint ventures or engage in other favorable business activities. If we are unable to generate sufficient cash flow or otherwise obtain funds necessary to make required payments under our new credit facilities or if we are unable to maintain the financial ratios or otherwise fail to comply with the terms under our new credit facilities, we will be in default under the agreements, which could, in turn, cause a default under any other debt obligations that we may incur from time to time. If we default under our credit facilities, the lenders could require immediate repayment of the entire principal. If those lenders require immediate repayment, we may not be able to repay them which could result in the foreclosure of substantially all of our assets. Our 3.25% convertible senior notes due 2015 (the Convertible Notes) and corresponding warrant transactions may result in a dilution in our earnings per share, and the conversion of these Convertible Notes and the exercise of the related warrant transactions may, under certain circumstances, dilute the ownership interest of existing shareholders. During 2008, we closed our offering of $690 million aggregate principal amount of the Convertible Notes. Holders of our Convertible Notes may, under certain circumstances, convert the Convertible Notes into cash, and if applicable, shares of our common stock at the applicable conversion rate, at any time on or prior to maturity. If the price of our common stock exceeds the conversion price, initially $51.34 per share, the Convertible Notes will cause a dilution in our reported earnings per share. A conversion of some or all of the Convertible Notes will also dilute the ownership interests of existing shareholders. In addition, the anticipated conversion of the notes into shares of our common stock could depress the price of our common stock. Concurrently with the issuance of the Convertible Notes, we entered into warrant transactions with affiliates of the initial purchasers of the notes. Upon exercise, the holder is entitled to purchase one share of KCI common stock for the strike price of approximately $60.41 per share, which was approximately 50% higher than the closing price of KCIs common stock on April 15, 2008. These warrant transactions could separately have a dilutive effect on our earnings per share to the extent that the market price per share of our common stock exceeds the strike price of the warrants. Upon the exercise of the warrants, if we elect to settle in net shares this will also dilute the ownership interests of existing shareholders. ITEM 1B. None. 40 UNRESOLVED STAFF COMMENTS

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ITEM 2.

PROPERTIES

Our principal offices are leased to us and are located in San Antonio, Texas. In addition, we lease office space in San Antonio, Texas that is used for our customer service center, our research and development and medical facility, our information technology personnel and training, and for general corporate purposes. We conduct domestic manufacturing, shipping, receiving, repair, engineering and storage activities at facilities in San Antonio, Texas, which we own. Throughout the U.S., we also lease approximately 111 domestic service centers. We conduct our LifeCell manufacturing operations, including tissue processing, warehousing and distribution at a single location in Branchburg, New Jersey. We lease the facility, which includes office, laboratory, manufacturing and warehouse space. In addition, we lease additional warehouse and laboratory space in Readington, New Jersey. We lease office space for general corporate purposes. Internationally, we lease 57 service centers. International manufacturing, research and development and engineering operations are based in the United Kingdom, Ireland and Belgium. Our manufacturing plant in Athlone, Ireland currently manufactures our V.A.C.Via, Prevena, ABThera and other V.A.C. Therapy units and now also manufactures certain V.A.C. Therapy disposable products for our global markets. In addition, the Ireland plant manages third-party manufacturers, global purchasing, supplier agreements and distribution of our V.A.C. Therapy products. We are currently involved in litigation with the owners of our corporate headquarters in San Antonio, Texas relating to the failure of the owners to properly maintain certain essential services in the building. We are currently evaluating various options for our headquarter facilities. With the exclusion of the matters of issue in the headquarter litigation, we believe that all buildings, machinery and equipment are in good condition, suitable for their purposes and are maintained on a basis consistent with sound operations and that our current facilities will be adequate to meet our needs for 2011. The following is a summary of our primary facilities: Location KCI Tower San Antonio, TX KCI Plaza San Antonio, TX KCI Manufacturing San Antonio, TX KCI North IV - San Antonio, TX KCI North V - San Antonio, TX KCI North VI - San Antonio, TX KCI North VII - San Antonio, TX LifeCell Branchburg, NJ Parktoren Amstelveen, The Netherlands KCII Shared Services Budapest, Hungary KCII R&D - Dorset, United Kingdom KCII Manufacturing Athlone, Ireland KCII Manufacturing Peer, Belgium Description Corporate Headquarters Corporate Offices Manufacturing Plant and Repair Services Customer Service Center R&D and Medical Facility Billings & Collections Information Technology Personnel LifeCell Corporate Offices, Operations and Manufacturing Corporate Offices Financial and Other Shared Services R&D and Administrative Offices Manufacturing Plant Manufacturing Plant 41 Segment Shared Services Shared Services AHS and TSS AHS and TSS AHS and TSS AHS and TSS Shared Services LifeCell Shared Services Shared Services AHS AHS AHS Owned or Leased Leased Leased 100% Owned Leased Leased Leased Leased Leased Leased Leased Leased Leased Leased

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ITEM 3.

LEGAL PROCEEDINGS

Intellectual Property Litigation As the owner and exclusive licensee of patents, from time to time, KCI is a party to proceedings challenging these patents, including challenges in U.S. federal courts, foreign courts and before the U.S. Patent and Trademark Office (USPTO). Additionally, from time to time, KCI is a party to litigation we initiate against others we contend infringe these patents, which often results in counterclaims regarding the validity of such patents. It is not possible to reliably predict the outcome of the proceedings described below. However, if we are unable to effectively enforce our intellectual property rights, third parties may become more aggressive in the marketing of competitive products around the world. U.S. Intellectual Property Litigation For the last several years, KCI and its affiliates have been involved in multiple patent infringement suits where claims under the Wake Forest Patents licensed to KCI have been asserted against providers of competing NPWT products. In October 2010, the Federal District Court for the Western District of Texas entered an order in the Smith & Nephew case described below, invalidating the Wake Forest patent claims asserted in the case. In light of the ruling, KCI believes that continued payment of the royalties scheduled under the Wake Forest license is inappropriate. On February 28, 2011, KCI filed suit in the Federal District Court for the Western District of Texas seeking a declaratory judgment that KCI no longer owes royalties based on the patents in suit because the relevant patent claims are invalid or not infringed. This legal action also follows protracted but unsuccessful negotiations with Wake Forest to reach a reduced royalty rate or its equivalent due to the various invalidity rulings around the world. Going forward, during the pendency of the Wake Forest royalty litigation, KCI does not plan to pay or accrue royalties under the license agreement with Wake Forest. Historical royalties under the license agreement have been accrued and are reflected in our consolidated financial statements for the year ended December 31, 2010. In addition, we have accrued royalties under the license agreement through February 27, 2011. For the years ended December 31, 2010, 2009 and 2008, royalty payments to Wake Forest under the licensing agreement were approximately $86 million, $89 million and $93 million, respectively. Although an answer has not been filed in this case, it is likely that Wake Forest will claim damages against KCI for breach of contract or patent infringement. We believe that our defenses to any damages claims are meritorious and we intend to vigorously defend against any such claims. It is not possible to estimate damages that may result if we are unsuccessful in the litigation. In addition, as a result of the Wake Forest royalty litigation, KCI does not plan to join Wake Forest in the continued enforcement of the Wake Forest Patents against alleged infringers. KCI likely will be required to withdraw from each of the cases described below that involve the Wake Forest Patents, including any appeal of the Smith & Nephew litigation. In May 2007, KCI, its affiliates and Wake Forest filed two related patent infringement suits: one case against Smith & Nephew and a second case against Medela, for the manufacture, use and sale of NPWT products which we alleged infringe claims of patents licensed exclusively to KCI by Wake Forest. In October 2010, the Federal District Court for the Western District of Texas entered an order in the Smith & Nephew case invalidating the patent claims involved in the lawsuit. As a result, KCI has initiated the Wake Forest royalty litigation described above, and KCI is not planning to participate in any appeal of the Smith & Nephew litigation. The case against Medelas gauze-based devices remains pending, but was recently stayed by the Federal District Court. The Medela case, and KCIs involvement in it, could be impacted by the decision in the Smith & Nephew matter and by the Wake Forest royalty litigation described above. In January 2008, KCI, its affiliates and Wake Forest filed a patent infringement lawsuit against Innovative Therapies, Inc. (ITI) in the U.S. District Court for the Middle District of North Carolina. The federal complaint alleges that a NPWT device introduced by ITI in 2007 infringes three Wake Forest patents which are exclusively licensed to KCI. This case, and KCIs involvement in it, could be impacted by the decision in the Smith & Nephew matter and by the Wake Forest royalty litigation described above. Also in January and June of 2008, KCI and its affiliates filed separate suits in state District Court in Bexar County, Texas, against ITI and several of its principals, all of whom are former employees of KCI. These cases have now been consolidated into a single case. The claims in this case include breach of confidentiality agreements, conversion of KCI technology, theft of trade secrets and conspiracy. We are seeking damages and injunctive relief in the state court case. At this time, neither the patent infringement case nor the state court case against ITI and its principals is set for trial. 42

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In December 2008, KCI, its affiliates and Wake Forest filed a patent infringement lawsuit against Boehringer Wound Systems, LLC, Boehringer Technologies, LP, and Convatec, Inc. in the U.S. District Court for the Middle District of North Carolina. The federal complaint alleges that an NPWT device manufactured by Boehringer and commercialized by Convatec infringes Wake Forest patents which are exclusively licensed to KCI. In February 2009, the defendants filed their answer, which includes affirmative defenses and counterclaims alleging non-infringement and invalidity of the Wake Forest patents. This case is not currently set for trial. This case, and KCIs involvement in it, could be impacted by the decision in the Smith & Nephew matter and by the Wake Forest royalty litigation described above. International Intellectual Property Litigation In June 2007, Medela filed a patent nullity suit in the German Federal Patent Court against Wake Forests German patent corresponding to European Patent No. EP0620720 (the 720 Patent). In March 2008 and February 2009, Mlnlycke Health Care AB and Smith & Nephew, respectively, joined the nullity suit against the 720 Patent. In March 2009, the German Federal Patent Court ruled the German patent corresponding to the 720 Patent invalid. KCI and Wake Forest have appealed that decision. This case, and KCIs involvement in it, could be impacted by the Wake Forest royalty litigation described above. In March 2009, KCI and its affiliates filed a patent infringement lawsuit asserting Australian counterparts to the Wake Forest Patents against Smith & Nephew in the Federal Court of Australia, requesting preliminary injunctive relief to prohibit the commercialization of a Smith & Nephew negative pressure wound therapy dressing kit. The Federal Court issued a temporary injunction in the case, which was subsequently overturned by the Full Court of the Federal Court of Australia. A full trial on validity and infringement of the Wake Forest patent involved in the case was held in 2010. A ruling in this case could be made at any time. This case, and KCIs involvement in it, may be impacted by the Wake Forest royalty litigation described above. In March 2009, KCI's German subsidiary filed a request for a preliminary injunction with the German District Court of Dsseldorf to prevent commercialization of a Smith & Nephew negative pressure wound therapy system that KCI believes infringes the German counterpart of KCIs European Patent No. EP0777504 (the 504 Patent). Following a hearing in July 2009 on this matter, the Court denied KCIs request for preliminary injunction. Also, in April 2009, KCI's German subsidiary filed a patent infringement lawsuit against Smith & Nephew, GmbH Germany in the German District Court of Mannheim. The lawsuit alleges that the negative pressure wound therapy systems commercialized by Smith & Nephew infringe the 504 Patent and another German patent owned by KCI corresponding to European Patent No. EP0853950 (the 950 Patent). A trial was held in October 2009 on the 504 Patent claims, after which the Court dismissed KCIs infringement allegations. KCI is appealing this decision. A trial on KCIs 950 Patent claims was held in June 2010, and in September 2010, the Court issued its ruling finding that components used with Smith & Nephews negative pressure wound therapy systems infringe the 950 Patent. Smith & Nephew is appealing this decision. In July 2009, KCI and its affiliates filed a request for a preliminary injunction with the Paris District Court in France to prevent commercialization of Smith & Nephews NPWT system that KCI believes infringes the French counterpart of the 504 Patent. A hearing on KCIs request for preliminary injunction was held in October 2009 in France. In November 2009, the Paris District Court denied KCIs request for a preliminary injunction. A trial in France on this matter is expected in March 2011. Also in July 2009, KCI and its affiliates filed patent infringement lawsuits against Smith & Nephew in the United Kingdom and its affiliates in France alleging infringement of the 504 Patent and the 950 Patent in those countries. KCI withdrew its request for a preliminary injunction in the United Kingdom based on the 504 Patent and the 950 Patent and proceeded to trial in May 2010.In June 2010, the Court in the United Kingdom ruled the claims at issue from the 504 Patent and 950 Patent to be valid and infringed by Smith & Nephews Renasys NPWT systems. In July 2010, the Court ordered that Smith & Nephew be enjoined from further infringement of the 504 Patent and 950 Patent. The Court stayed the injunction pending appeal, which was heard on October 18-19, 2010. On November 28, 2010 the Court of Appeal upheld the validity of key claims of both patents, and the finding of infringement on the 950 Patent. Smith & Nephew has since notified the Court that it will modify its products to avoid infringement and that its modified NPWT products will stay on the market in the United Kingdom. 43

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LifeCell Litigation In September 2005, LifeCell Corporation recalled certain human-tissue based products because the organization that recovered the tissue, Biomedical Tissue Services, Ltd. (BTS) may not have followed FDA requirements for donor consent and/or screening to determine if risk factors for communicable diseases existed. LifeCell Corporation promptly notified the FDA and all relevant hospitals and medical professionals. LifeCell Corporation did not receive any donor tissue from BTS after September 2005. LifeCell Corporation was named, along with BTS and many other defendants, in lawsuits relating to the BTS donor irregularities. These lawsuits generally fell within three categories, (1) recipients of BTS tissue who claim actual injury; (2) suits filed by recipients of BTS tissue seeking medical monitoring and/or damages for emotional distress; and (3) suits filed by family members of tissue donors who did not authorize BTS to donate tissue. LifeCell Corporation resolved all of those lawsuits, which have now been dismissed. The resolution of those lawsuits did not have a material impact on our financial position or results of operations. More recently, LifeCell Corporation was served with approximately ten new suits filed by other family members of tissue donors who also allege no authorization was provided. These cases are in the early stages of discovery and have not been set for trial. Although it is not possible to reliably predict the outcome of the litigation, LifeCell Corporation believes that its defenses to these claims are meritorious and will defend them vigorously. We do not expect these new cases to have a material impact on our results of operations or our financial position. In September 2010, LifeCell Corporation and KCI were served with two lawsuits from individuals alleging personal injury and seeking monetary damages for failed hernia repair procedures using LifeCell Corporations AlloDerm products. These cases are in the early stages of litigation and have not yet been set for trial. Although it is not possible to reliably predict the outcome of the litigation, we believe that the defenses to these claims are meritorious and will defend them vigorously. We do not expect these cases to have a material impact on our results of operations or our financial position. We are party to several additional lawsuits arising in the ordinary course of our business. Additionally, the manufacturing and marketing of medical products necessarily entails an inherent risk of product liability claims. 44

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PART II ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

(a) Our common stock has traded on the New York Stock Exchange under the symbol "KCI" since February 24, 2004, the date of our initial public offering. The following table sets forth, for the periods indicated, the high and low sales prices for our common stock as reported by the New York Stock Exchange: 2010 First Quarter Second Quarter Third Quarter Fourth Quarter 2009 First Quarter Second Quarter Third Quarter Fourth Quarter High $ 53.01 $ 50.27 $ 37.78 $ 42.41 High $ 27.43 $ 29.37 $ 37.46 $ 39.25 Low $ 37.69 $ 36.51 $ 31.84 $ 34.47 Low $ 18.20 $ 20.42 $ 25.05 $ 32.83

On February 25, 2011, the last reported sale price of our common stock on the New York Stock Exchange was $47.34 per share. As of February 25, 2011, there were approximately 558 shareholders of record of our common stock. We do not currently pay cash dividends on our common stock. Any future payment of cash dividends on our common stock will be at the discretion of our Board of Directors and will depend upon our results of operations, earnings, capital requirements, contractual restrictions and other factors deemed relevant by our board. Our Board of Directors currently intends to retain any future earnings to support our operations and to finance the growth and development of our business and does not intend to declare or pay cash dividends on our common stock for the foreseeable future. In addition, our senior credit agreement places restrictions on our ability to declare or pay dividends on, or repurchase or redeem, any of our outstanding equity securities. For more information regarding the restrictions under our Senior Credit Agreement, see "Managements Discussion & Analysis of Financial Condition and Results of OperationsLiquidity and Capital ResourcesSenior Credit Facility." (b) (c) None. Purchases of Equity Securities by KCI (dollars in thousands, except per share amounts): Approximate Dollar Value of Shares That May Yet be Purchased Under the Program (2) N/A N/A N/A N/A

Period October 1 31, 2010 November 1 30, 2010 December 1 31, 2010 Total

Total Number of Shares Purchased (1) 428 13,339 1,532 15,299

Average Price Paid per Share $ 37.88 $ 39.60 $ 41.22 $ 39.72

Total Number of Shares Purchased as Part of Publicly Announced Program (2) N/A N/A N/A N/A

(1) Shares purchased and retired in connection with the withholding of shares to satisfy minimum tax withholding obligations upon vesting of previously issued shares of restricted common stock. (2) The share repurchase program authorized by the Board of Directors in October 2008 expired September 30, 2009, and no subsequent share repurchase program has been authorized. 45

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STOCK PERFORMANCE GRAPH The following graph shows the change in our cumulative total shareholder return since December 31, 2005 based upon the market price of our common stock, compared with: (a) the cumulative total return on the Standard & Poors 500 Large Cap Index and (b) the Standard & Poors Healthcare Equipment Index. The graph assumes a total initial investment of $100 as of December 31, 2005, and shows a "Total Return" that assumes reinvestment of dividends, if any, and is based on market capitalization at the beginning of each period. The performance on the following graph is not necessarily indicative of future stock price performance.

12/05 Kinetic Concepts S&P 500 S&P Health Care Equipment 100.00 100.00 100.00

6/06 111.04 102.71 88.82

12/06 99.47 115.80 104.12

6/07 130.71 123.85 109.77 46

12/07 134.71 122.16 109.47

6/08 100.38 107.60 111.53

12/08 48.24 76.96 79.21

6/09 68.54 79.40 86.30

12/09 94.69 97.33 102.01

6/10 91.83 90.85 88.48

12/10 105.33 111.99 99.24

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ITEM 6.

SELECTED FINANCIAL DATA

The following tables summarize our consolidated financial data for the periods presented. You should read the following financial information together with the information under "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and the notes to those consolidated financial statements appearing elsewhere in this report. The selected consolidated balance sheet data for fiscal years 2010 and 2009 and the selected consolidated statement of earnings data for fiscal years 2010, 2009 and 2008 are derived from our audited consolidated financial statements included elsewhere in this report. The selected consolidated statement of earnings data for fiscal years 2007 and 2006 and the selected consolidated balance sheet data for fiscal years 2008, 2007 and 2006 are derived from our audited consolidated financial statements not included in this report. Reclassifications have been made to our results from prior years to conform to our current presentation (in thousands, except per share data). 2010 Consolidated Statement of Earnings Data: Revenue: Rental Sales Total revenue Rental expenses (2) Cost of sales Gross profit (2) Selling, general and administrative expenses (2) Research and development expenses Acquired intangible asset amortization In-process research and development Operating earnings Interest income and other Interest expense (3) Foreign currency gain (loss) Earnings before income taxes Income taxes Net earnings Net earnings per share: Basic Diluted Weighted average shares outstanding: Basic Diluted (4) $ $ $ $ 1,140,568 877,184 2,017,752 625,277 250,253 1,142,222 568,166 90,255 37,426 446,375 851 (87,053) (4,500) 355,673 99,589 256,084 3.61 3.57 70,869 71,748 47 $ $ $ $ 2009 Year Ended December 31, 2008 (1) $ 1,199,778 678,131 1,877,909 693,103 218,503 966,303 455,380 75,839 25,001 61,571 348,512 6,101 (80,753) 1,308 275,168 108,724 $ $ $ 166,444 2.33 2.32 71,464 71,785 $ $ $ $ 2007 1,146,544 463,400 1,609,944 644,586 145,611 819,747 396,909 50,532 372,306 6,154 (19,883) (624) 357,953 120,809 237,144 3.34 3.31 70,975 71,674 $ $ $ $ 2006 979,669 391,967 1,371,636 571,676 120,492 679,468 333,532 36,694 309,242 4,717 (20,333) (1,580) 292,046 96,578 195,468 2.76 2.69 70,732 72,652

1,178,138 814,506 1,992,644 640,346 244,784 1,107,514 532,308 92,088 40,634 442,484 819 (104,918) (4,004) 334,381 105,679 228,702 3.26 3.24 70,110 70,542

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2010 Consolidated Balance Sheet Data: Cash and cash equivalents Working capital Total assets Total debt (5) Total shareholders' equity $ 316,603 512,388 3,075,999 1,105,062 1,483,079 $

2009 263,157 417,327 3,038,565 1,306,493 1,177,471

As of December 31, 2008 (1) $ 247,767 405,205 3,003,452 1,515,776 903,370 $

2007 265,993 482,301 1,057,585 68,592 677,020 $

2006 107,146 280,940 842,442 208,249 356,213

(1) Amounts include the impact of our acquisition of LifeCell Corporation in May 2008. (2) Shared-service support costs associated with our international subsidiaries of $27.1 million, $22.0 million, $28.0 million and $25.8 million for fiscal years 2009, 2008, 2007 and 2006, respectively, have been reclassified from rental expenses to selling, general and administrative expenses to conform to the 2010 presentation. For additional information on the shared-service support costs reclassification, see Note 1(a) of the Notes to Consolidated Financial Statements. (3) Amount for fiscal year 2007 includes $7.6 million in expense for the redemption premium paid in connection with the redemption of our previously-existing 7 % senior subordinated notes combined with the write off of unamortized debt issuance costs associated with the previously-existing senior credit facility. (4) Potentially dilutive stock options and restricted stock totaling 4,219 shares, 5,836 shares, 4,977 shares, 1,779 shares and 3,241 shares for fiscal years 2010, 2009, 2008, 2007, and 2006, respectively, were excluded from the computation of diluted weighted average shares outstanding due to their antidilutive effect. (5) Total debt equals current and long-term debt and capital lease obligations. 48

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ITEM 7.

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the consolidated financial statements and accompanying notes included in this report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those discussed in our Risk Factors (Part I, Item 1A). GENERAL Kinetic Concepts, Inc. (KCI) is a leading global medical technology company devoted to the discovery, development, manufacture and marketing of innovative, high-technology therapies and products that have been designed to leverage the bodys ability to heal, thus improving clinical outcomes while helping to reduce the overall cost of patient care. We have an infrastructure designed to meet the specific needs of medical professionals and patients across all healthcare settings, including acute care hospitals, extended care organizations and patients homes, both in the United States and abroad. Our primary business units serve the advanced wound care, regenerative medicine and therapeutic support systems markets. Our Active Healing Solutions business unit (AHS) is focused on the development and commercialization of advanced wound care therapies based on our Negative Pressure Technology Platform (NPTP) which employs negative pressure in a variety of applications to promote wound healing through unique mechanisms of action and to speed recovery times while reducing the overall cost of treating patients with complex wounds. NPTP comprises three primary product categories: Negative Pressure Wound Therapy (NPWT), Negative Pressure Surgical Management (NPSM) and Negative Pressure Regenerative Medicine (NPRM). NPWT, through our proprietary V.A.C. Therapy portfolio, currently represents the primary source of revenue for the AHS business. We continue to develop and commercialize new products and therapies to broaden and diversify our NPTP revenue streams. During July 2010, our newest NPWT product, the V.A.C.ViaTM Therapy System, was placed on our first patient in the U.S. In addition, during 2010, the Company launched our PrevenaTM Incision Management System (Prevena) globally. Prevena is our newest NPSM product designed specifically for the management of surgically-closed incisions. In the acute care setting, we bill our customers directly for the rental and sale of our products. In the homecare setting, we provide products and services to patients in the home and generally bill third-party payers directly. Our LifeCell business unit is focused on the development and commercialization of regenerative and reconstructive acellular tissue matrices for use in reconstructive, orthopedic, and urogynecologic surgical procedures to repair soft tissue defects, as well as for reconstructive and cosmetic procedures. Existing products include our human-based AlloDerm Regenerative Tissue Matrix (AlloDerm) and porcine-based StratticeTM Reconstructive Tissue Matrix (Strattice) in various configurations designed to meet the needs of patients and caregivers. The majority of our LifeCell revenue is generated from the clinical applications of challenging hernia repair and post-mastectomy breast reconstruction, which is generated primarily in the United States in the acute care setting on a direct billing basis. We continue efforts to penetrate markets with our other LifeCell products while developing and commercializing additional tissue matrix products and applications to expand into new markets and geographies. Our Therapeutic Support Systems business unit (TSS) is focused on commercializing specialized therapeutic support systems, including hospital beds, mattress replacement systems, overlays and patient mobility devices. Our TSS business unit rents and sells products in three primary surface categories: critical care, wound care and bariatric care. Our critical care products, typically used in the ICU, are designed to address pulmonary complications associated with immobility; our wound care surfaces are used to reduce or treat skin breakdown; and our bariatric care surfaces assist caregivers in the safe and dignified handling of obese and morbidly obese patients, while addressing complications related to immobility. We also have products designed to reduce the incidence and severity of patient falls in the hospital setting. We are principally engaged in the rental and sale of our products throughout the United States and in 22 countries internationally. We currently have approximately 6,900 employees worldwide and are headquartered in San Antonio, Texas. We have research and development facilities in the United States and the United Kingdom, and we maintain manufacturing and engineering operations in the United States, the United Kingdom, Ireland and Belgium. 49

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A significant majority of our revenue is generated by our AHS business unit, which accounted for approximately 69.7% of total revenue for 2010, compared to 70.6% for 2009. The sale of our LifeCell products accounted for 16.9% and 14.3% of our total revenue for 2010 and 2009, respectively. Our TSS business accounted for approximately 13.4% and 15.1% of our total revenue for 2010 and 2009, respectively. Operations for our North America geographic region accounted for 78.5% revenue for 2010, while our EMEA/APAC operations represented 21.5% of total revenue. Historically, we have experienced a seasonal slowing of AHS unit demand beginning in the fourth quarter and continuing into the first quarter, which we believe has been caused by year-end clinical treatment patterns, such as the postponement of elective surgeries and increased discharges of individuals from the acute care setting around the winter holidays. LifeCell has also historically experienced a similar seasonal slowing of sales in the third quarter of each year. Although we do not know if our historical experience will prove to be indicative of future periods, similar slow-downs may occur in subsequent periods. RECENT DEVELOPMENTS In the U.S., we have received FDA clearance and have launched Prevena commercially. This follows the previous launch of Prevena in Europe and Canada in the first quarter of 2010. This product is the first powered negative pressure product designed specifically for management of surgically-closed incisions. In addition, our next-generation NPWT product, V.A.C.Via, received FDA clearance in the first quarter of 2010 and is being placed on patients. In September 2010, LifeCell entered into an exclusive sales and marketing agreement with Novadaq Technologies, Inc. (Novadaq) for the distribution of Novadaq's SPY Intraoperative Perfusion Assessment System in certain specified North American surgical markets. The SPY Intraoperative Perfusion Assessment System enables surgeons to see blood perfusion in tissue during surgical procedures, providing surgeons with real-time information needed to modify operative plans and optimize outcomes before the patient leaves the operating table. The newest version of the system, the SPY Elite Intraoperative Perfusion Assessment System, has been well received by surgeons and was launched at our sales meeting in January 2011. LifeCell will provide market development and commercialization activities, including professional education, clinical support, reimbursement and sales distribution. Novadaq will continue to be responsible for manufacturing and research and development. In October 2010, we launched a new TSS therapy, the SkinIQ Microclimate Manager (Skin IQ). Skin IQ is a waterproof, vapor-permeable cover system with bacterial barrier that uses KCIs proprietary Negative Airflow Technology to actively reduce excess moisture and the temperature of the skins surface. This reduction in moisture and temperature is intended to help reduce the risk of maceration and the coefficient of friction, further reducing the shear forces that twist and tear the underlying blood vessels. Used in combination with a pressure redistribution mattress, such as our AtmosAir 9000 MRS, Skin IQ provides an excellent alternative to conventional Low-Air-Loss therapy. Skin IQ is also designed to be compatible with many of the pressure redistribution mattresses on the market today. In December 2010, we acquired substantially all of the assets and intellectual property of TechniMotion Medical, a U.S.-based company that designs and develops innovative and ergonomic patient handling systems for acute and post-acute patient care. Among other innovations, TechniMotion products include patient lifts that enable out-of-bed transfers, seated transfers, and basic sit-to-stand maneuvers in a more comfortable and natural position, and a reclining bedside chair that allows bed transfers to be performed over the patients mattress. The products, which promote safe patient handling, will be marketed through our TSS division. In January 2011, we entered into a new credit agreement which was used to refinance existing debt and will also be used for general corporate purposes. The new credit agreement provides for (i) a $550.0 million term A facility that matures in January 2016, and (ii) a $650.0 million revolving credit facility that matures in January 2016, which represents a $350.0 million increase from our previous revolving credit facility. The Company also has the right at any time to increase its borrowings under the new credit agreement by an aggregate additional amount up to $500.0 million. For further information on our new senior credit facility, see Note 17 of the Notes to the Consolidated Financial Statements. In January 2011, we entered into an agreement to license Wright Medical Technology, Inc.s GRAFTJACKET brand name, which our AHS business unit will use in marketing the LifeCell acellular human dermal-based regenerative tissue matrix for wound applications such as diabetic foot ulcers and venous stasis ulcers. Patients can be treated with GRAFTJACKET Matrix as part of the overall treatment regimen in a variety of care settings, including outpatient wound care clinics, physicians offices, or hospitals. GRAFTJACKET Matrix may be used in conjunction with V.A.C. Therapy, providing a convenient option in caring for chronic wounds. The addition of GRAFTJACKET Matrix allows us to offer both negative pressure wound therapy and regenerative tissue matrix for the treatment of hard-to-heal wounds, providing clinicians two leading modalities for treating patients across the wound healing continuum. 50

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For the last several years, KCI and its affiliates have been involved in multiple patent infringement suits where claims under the Wake Forest Patents licensed to KCI have been asserted against providers of competing NPWT products. In October 2010, the Federal District Court for the Western District of Texas entered an order in the Smith & Nephew case described below, invalidating the Wake Forest patent claims asserted in the case. In light of the ruling, KCI believes that continued payment of the royalties scheduled under the Wake Forest license is inappropriate. On February 28, 2011, KCI filed suit in the Federal District Court for the Western District of Texas seeking a declaratory judgment that KCI no longer owes royalties based on the patents in suit because the relevant patent claims are invalid or not infringed. This legal action also follows protracted but unsuccessful negotiations with Wake Forest to reach a reduced royalty rate or its equivalent due to the various invalidity rulings around the world. Going forward, during the pendency of the Wake Forest royalty litigation, KCI does not plan to pay or accrue royalties under the license agreement with Wake Forest. Historical royalties under the license agreement have been accrued and are reflected in our consolidated financial statements for the year ended December 31, 2010. In addition, we have accrued royalties under the license agreement through February 27, 2011. See Item 3: Legal Proceedings" and Note 13 of the Notes to Consolidated Financial Statements. RESULTS OF OPERATIONS We have three reportable operating segments which correspond to our three business units: AHS, LifeCell and TSS. We have two primary geographic regions for which we provide supplemental information: North America, which is comprised principally of the United States and includes Canada, Puerto Rico and Latin America; and EMEA/APAC, which is comprised principally of Europe and includes the Middle East, Africa and the Asia Pacific region. Revenue for each of our geographic regions in which we operate is disclosed for each of our business units. The results of our LifeCell operating segment have been included in our consolidated financial statements since the LifeCell acquisition date of May 27, 2008. Certain prior period amounts have been reclassified to conform to the 2010 presentation. Year ended December 31, 2010 compared to Year ended December 31, 2009 Revenue by Operating Segment The following table sets forth, for the periods indicated, business unit revenue by geographic region, as well as the percentage change in each line item, comparing 2010 to 2009 (dollars in thousands): Year ended December 31, 2010 AHS revenue: North America EMEA/APAC Total AHS LifeCell revenue: North America EMEA/APAC Total LifeCell TSS revenue: North America EMEA/APAC Total TSS Total revenue $ $ 1,071,408 334,785 1,406,193 334,800 6,605 341,405 177,950 92,204 270,154 2,017,752 $ $ 2009 1,066,124 340,451 1,406,575 284,075 1,823 285,898 196,354 103,817 300,171 1,992,644 % Change 0.5% (1.7) 17.9 262.3 19.4 (9.4) (11.2) (10.0) 1.3%

For additional discussion on segment and operation information, see Note 15 of the Notes to the Consolidated Financial Statements. 51

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Revenue by Geography The following table sets forth, for the periods indicated, rental and sales revenue by geography, as well as the percentage change in each line item, comparing 2010 to 2009 (dollars in thousands): Year ended December 31, 2010 North America revenue: Rental Sales Total North America EMEA/APAC revenue: Rental Sales Total EMEA/APAC Total rental revenue Total sales revenue Total revenue $ $ 910,417 673,741 1,584,158 230,151 203,443 433,594 1,140,568 877,184 2,017,752 $ $ 2009 930,638 615,915 1,546,553 247,500 198,591 446,091 1,178,138 814,506 1,992,644 % Change (2.2)% 9.4 2.4 (7.0) 2.4 (2.8) (3.2) 7.7 1.3%

The change in total revenue compared to the prior-year periods was due to increased LifeCell sales, partially offset by decreased TSS revenue. Foreign currency exchange rate movements had a minimal impact on total revenue for 2010 as compared to the prior year. Revenue Relationship The following table sets forth, for the periods indicated, the percentage relationship of each item to total revenue in the period, as well as the changes in each line item, comparing 2010 to 2009: 2010 Total revenue: AHS revenue LifeCell revenue TSS revenue Total revenue North America revenue EMEA/APAC revenue Total revenue Rental revenue Sales revenue Total revenue 52 69.7% 16.9 13.4 100.0% 78.5 21.5 100.0% 56.5% 43.5 100.0% Year ended December 31, 2009 70.6% 14.3 15.1 100.0% 77.6 22.4 100.0% 59.1% 40.9 100.0% (260 bps) 260 bps 90 bps (90 bps) Change (90 bps) 260 bps (170 bps)

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AHS Revenue The following table sets forth, for the periods indicated, AHS rental and sales revenue by geography, as well as the percentage change in each line item, comparing 2010 to 2009 (dollars in thousands): Year ended December 31, 2010 North America revenue: Rental Sales Total North America EMEA/APAC revenue: Rental Sales Total EMEA/APAC revenue Total rental revenue Total sales revenue Total AHS revenue $ $ 758,956 312,452 1,071,408 156,035 178,750 334,785 914,991 491,202 1,406,193 $ $ 2009 757,745 308,379 1,066,124 164,950 175,501 340,451 922,695 483,880 1,406,575 % Change 0.2% 1.3 0.5 (5.4) 1.9 (1.7) (0.8) 1.5 -%

North American AHS revenue for 2010 was comparable to the prior year. Foreign currency exchange movements had a minimal impact on worldwide AHS revenue for 2010 as compared to the prior year. Foreign currency exchange rate movements negatively impacted EMEA/APAC AHS revenue by 1.4% in 2010 compared to the prior year. EMEA/ APAC AHS revenue, excluding the impact of foreign currency exchange rate movements, decreased from the prior year due primarily to lower pricing in price sensitive and highly-competitive markets driven largely by governmental austerity measures in response to a challenging economic environment. The impact of lower AHS pricing in EMEA was partially offset by volume growth for new products and new geographies, particularly in Japan. LifeCell Revenue The following table sets forth, for the periods indicated, LifeCell revenue by geography, as well as the percentage change in each line item, comparing 2010 to 2009 (dollars in thousands): Year ended December 31, 2010 North America EMEA/APAC Total LifeCell revenue $ $ 334,800 6,605 341,405 $ $ 2009 284,075 1,823 285,898 % Change 17.9% 262.3 19.4%

LifeCell revenue generated from the use of AlloDerm, Strattice, and other acellular tissue matrix products in reconstructive surgical procedures, including challenging hernia repair and breast reconstruction, accounted for 93.6% and 92.1% of total LifeCell revenue for 2010 and 2009, respectively. Direct sales of Strattice, our porcine-based reconstructive tissue matrix product, accounted for 40.5% and 31.2% of total LifeCell revenue for 2010 and 2009, respectively. The growth in LifeCell revenue over the prior year was due primarily to increased demand for our tissue matrix products due to continued market penetration and geographic expansion. The EMEA region contributed approximately 170 basis points of the LifeCell overall revenue growth rate for 2010 as we continued to penetrate the European markets. LifeCell has introduced Strattice into eleven European countries. 53

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TSS Revenue The following table sets forth, for the periods indicated, TSS rental and sales revenue by geography, as well as the percentage change in each line item, comparing 2010 to 2009 (dollars in thousands): Year ended December 31, 2010 North America revenue: Rental Sales Total North America revenue EMEA/APAC revenue: Rental Sales Total EMEA/APAC revenue Total rental revenue Total sales revenue Total TSS revenue $ $ 151,250 26,700 177,950 74,116 18,088 92,204 225,366 44,788 270,154 $ $ 2009 172,893 23,461 196,354 82,550 21,267 103,817 255,443 44,728 300,171 % Change (12.5) % 13.8 (9.4) (10.2) (14.9) (11.2) (11.8) 0.1 (10.0) %

Worldwide TSS revenue decreased from the prior year due primarily to lower rental volumes globally, resulting from continued economic weakness and its impact on acute care facilities and unfavorable changes in product mix. Foreign currency exchange rate movements had a minimal impact on worldwide TSS revenue as compared to the prior year. North America TSS revenue decreased from the prior year due primarily to fewer hospital therapy days and reduced hospital spending on higher cost therapies, partially offset by increased levels of wound care capital sales. Foreign currency exchange rate movements favorably impacted North America TSS revenue by 1.5% for 2010 compared to the prior year. EMEA/APAC TSS revenue decreased from 2009 due primarily to foreign currency exchange rate movements and the impact of prior-year contract losses, as well as utilization changes in select countries and accounts. Foreign currency exchange rate movements negatively impacted EMEA/APAC TSS revenue by 3.6% for 2010 compared to 2009. Rental Expenses The following table presents rental expenses and the percentage relationship to AHS and TSS revenue comparing 2010 to 2009 (dollars in thousands): 2010 Rental expenses As a percent of total AHS and TSS revenue $ 625,277 37.3% Year ended December 31, 2009 $ 640,346 37.5% Change (2.4)% (20 bps)

Rental, or field, expenses are comprised of both fixed and variable costs including facilities, field service, sales force compensation and royalties associated with our rental products. Rental expenses as a percent of total AHS and TSS revenue during 2010 decreased from prior year due primarily to increased field service productivity and lower product royalty expense. 54

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Cost of Sales The following table presents cost of sales and the sales margin (calculated as sales revenue less cost of sales divided by sales revenue for the period indicated) comparing 2010 to 2009 (dollars in thousands): 2010 250,253 71.5% Year ended December 31, 2009 $ 244,784 69.9% Change 2.2% 160 bps

Cost of sales Sales margin

Cost of sales includes manufacturing costs, product costs and royalties associated with our for sale products. The increase in sales margins over the prior-year was due primarily to lower product royalty costs on AHS revenue and growth in our LifeCell business unit. Gross Profit Margin The following table presents the gross profit margin (calculated as gross profit divided by total revenue for the periods indicated) comparing 2010 to 2009: 2010 56.6% Year ended December 31, 2009 55.6% Change 100 bps

Gross profit margin

The gross profit margin increase was due primarily to lower product royalty expenses, increased productivity of our service operations and favorable product mix, specifically higher gross margins associated with the LifeCell business unit. Selling, General and Administrative Expenses The following table presents selling, general and administrative expenses and the percentage relationship to total revenue comparing 2010 to 2009 (dollars in thousands): 2010 Selling, general and administrative expenses As a percent of total revenue $ 568,166 28.2% Year ended December 31, 2009 $ 532,308 26.7% Change 6.7% 150 bps

Selling, general and administrative (SG&A) expenses include administrative labor, incentive and sales compensation costs, insurance costs, professional fees, depreciation, bad debt expense and information systems costs, but excludes rental sales force compensation costs. SG&A expense increases in 2010 included continued investment associated with our entry in Japan, increased selling costs associated with the domestic growth and international expansion of our LifeCell business. Additionally, SG&A expenses for 2010 included $12.7 million in expenses related to our TSS portfolio rationalization and employee separation costs related primarily to our Global Business Transformation project. SG&A expense in 2009 included approximately $9.4 million related to employee separation costs associated with the Companys workforce restructuring and other pre-tax charges. Research and Development Expenses The following table presents research and development expenses and the percentage relationship to total revenue comparing 2010 to 2009 (dollars in thousands): 2010 Research and development expenses As a percent of total revenue $ 90,255 4.5% Year ended December 31, 2009 $ 92,088 4.6% Change (2.0)% (10 bps)

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Research and development expenses relate to our investments in clinical studies and the development of new and enhanced products and therapies. Our research and development efforts include the development of new and synergistic technologies across the continuum of wound care, including tissue regeneration, preservation and repair, new applications of negative pressure technology, as well as upgrading and expanding our surface technologies in our TSS business. Our research and development program is also leveraging our core understanding of biological tissues in order to develop biosurgery products in our LifeCell business. R&D expenses during 2010 decreased from the prior year due primarily to the timing of certain programs. During the first quarter of 2010, the Company launched its Prevena in Europe and Canada. In the U.S., we received FDA clearance in June 2010 and have now launched Prevena commercially. Prevena is the first and only powered negative pressure product designed specifically for management of surgically-closed incisions. In addition, the Company has received 510(k) clearance from the FDA for its next generation V.A.C. Therapy device, V.A.C.Via, a revolutionary single-patient use device utilizing new and patented technology. During July 2010, the V.A.C.Via was placed on our first patient in the U.S. Acquired Intangible Asset Amortization In connection with the LifeCell acquisition, we recorded $486.7 million of identifiable definite-lived intangible assets during the second quarter of 2008. During 2010 and 2009, we recorded approximately $37.4 million and $40.6 million, respectively, of amortization expense associated with these acquired intangible assets. Operating Margin The following table presents the operating margin, defined as operating earnings as a percentage of total revenue, comparing 2010 to 2009: 2010 Operating margin 22.1% Year ended December 31, 2009 22.2% Change (10 bps)

The decrease in operating margin during 2010 is due primarily to employee separation costs recorded in 2010, partially offset by an improved gross profit margin. The decrease in operating margin during 2010 is due primarily to expenses of $12.7 million recorded in the second quarter of 2010 related to the TSS portfolio rationalization and employee separation costs, partially offset by an improved gross profit margin. Operating margin for 2009 was impacted by approximately $9.4 million related to employee separation costs associated with the Companys workforce restructuring and other pre-tax charges. Interest Expense Interest expense decreased to $87.1 million in 2010 compared to $104.9 million in the prior year due to scheduled and voluntary debt payments made during 2010 totaling $222.7 million and lower effective interest rates. Interest expense for 2010 includes write-offs of $2.3 million, as compared to $3.0 million for 2009, for unamortized deferred debt issuance costs associated with optional prepayments on our senior credit facility. On January 1, 2009, we adopted changes issued by the Financial Accounting Standards Board related to the accounting for convertible debt instruments that may be settled in cash upon conversion. As a result of the adoption of these changes, we recorded additional non-cash interest expense related to amortization of the discount on our convertible senior notes of $21.3 million in 2010 and $19.7 million in the prior year. Foreign Currency Gain (Loss) In 2010 and 2009, we recognized foreign currency exchange losses of $4.5 million and $4.0 million, respectively, due to continued volatility in currency exchange rates which were partially offset by our foreign currency hedging program. Income Taxes The effective income tax rate for 2010 was 28.0% compared to 31.6% for the prior year. The decrease in the effective income tax rate for 2010 resulted from a higher percentage of taxable income being generated in lower tax foreign jurisdictions and the favorable resolution of certain tax contingencies during 2010. Net Earnings For 2010, we reported net earnings of $256.1 million, an increase of 12.0%, compared to $228.7 million in the prior year. 56

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Net Earnings per Diluted Share Net earnings per diluted share for 2010 were $3.57, as compared to net earnings per diluted share of $3.24 in the prior year. Year ended December 31, 2009 compared to Year ended December 31, 2008 Revenue by Operating Segment The following table sets forth, for the periods indicated, business unit revenue by geographic region, as well as the percentage change in each line item, comparing 2009 to 2008 (dollars in thousands): Year ended December 31, 2009 AHS revenue: North America EMEA/APAC Total AHS LifeCell revenue: North America EMEA/APAC Total LifeCell TSS revenue: North America EMEA/APAC Total TSS Total revenue $ $ 1,066,124 340,451 1,406,575 284,075 1,823 285,898 196,354 103,817 300,171 1,992,644 $ $ 2008 1,049,215 344,735 1,393,950 156,837 156,837 221,684 105,438 327,122 1,877,909 % Change 1.6% (1.2) 0.9 81.1 82.3 (11.4) (1.5) (8.2) 6.1%

For additional discussion on segment and operation information, see Note 15 of the Notes to the Consolidated Financial Statements. Revenue by Geography The following table sets forth, for the periods indicated, rental and sales revenue by geography, as well as the percentage change in each line item, comparing 2009 to 2008 (dollars in thousands): Year ended December 31, 2009 North America revenue: Rental Sales Total North America EMEA/APAC revenue: Rental Sales Total EMEA/APAC Total rental revenue Total sales revenue Total revenue $ 57 $ 930,638 615,915 1,546,553 247,500 198,591 446,091 1,178,138 814,506 1,992,644 $ $ 2008 943,951 483,785 1,427,736 255,827 194,346 450,173 1,199,778 678,131 1,877,909 % Change (1.4)% 27.3 8.3 (3.3) 2.2 (0.9) (1.8) 20.1 6.1%

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The growth in total revenue over the prior year was due primarily to revenues associated with our acquisition of LifeCell in May 2008 and increased rental and sales volumes for AHS systems and related disposables. Foreign currency exchange rate movements negatively impacted total revenue and EMEA/ APAC revenue by 1.6% and 5.7%, respectively, for 2009 compared to the prior year. Revenue Relationship The following table sets forth, for the periods indicated, the percentage relationship of each item to total revenue in the period, as well as the changes in each line item, comparing 2009 to 2008: 2009 AHS revenue LifeCell revenue TSS revenue Total revenue North America revenue EMEA/APAC revenue Total revenue Rental revenue Sales revenue Total revenue AHS Revenue The following table sets forth, for the periods indicated, AHS rental and sales revenue by geography, as well as the percentage change in each line item, comparing 2009 to 2008 (dollars in thousands): Year ended December 31, 2009 North America revenue: Rental Sales Total North America EMEA/APAC revenue: Rental Sales Total EMEA/APAC revenue Total rental revenue Total sales revenue Total AHS revenue $ $ 757,745 308,379 1,066,124 164,950 175,501 340,451 922,695 483,880 1,406,575 $ $ 2008 755,868 293,347 1,049,215 169,658 175,077 344,735 925,526 468,424 1,393,950 % Change 0.2% 5.1 1.6 (2.8) 0.2 (1.2) (0.3) 3.3 0.9% 70.6% 14.3 15.1 100.0% 77.6 22.4 100.0% 59.1% 40.9 100.0% Year ended December 31, 2008 74.2% 8.4 17.4 100.0% 76.0 24.0 100.0% 63.9% 36.1 100.0% (480 bps) 480 bps 160 bps (160 bps) Change (360 bps) 590 bps (230 bps)

The growth in North America AHS revenue over the prior-year period was due primarily to continued market penetration and increased therapy unit sales activity. Average North America rental unit volume during 2009 increased 4.3% over 2008, due to continued market penetration, partly offset by reduced treatment periods and a lower average realized price due to payer mix and lower Medicare pricing. 58

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Foreign currency exchange rate movements unfavorably impacted EMEA/APAC AHS revenue by 5.9% for 2009 compared to 2008. EMEA/APAC AHS revenue, excluding the impact of foreign currency exchange rate movements, increased due primarily to rental unit volumes which increased 14.4% for 2009 and an overall increase in AHS disposable sales associated with the increase in AHS rental unit volumes. Higher EMEA/APAC unit volume was partially offset by lower realized pricing compared to the prior-year period due primarily to lower contracted pricing resulting from an increase in long-term rental contracts, GPO pricing pressures, continued economic weakness and increased competition. LifeCell Revenue LifeCells revenue since May 2008, the acquisition date, has been included in our consolidated financial statements. The following table sets forth, for the periods indicated, LifeCell revenue by geography included in our consolidated statements of earnings during 2009 and 2008 and the unaudited pro forma revenue as though the acquisition of LifeCell had occurred as of the beginning of 2008 (dollars in thousands): Year ended December 31, 2009 North America EMEA/APAC Total LifeCell revenue $ $ 284,075 1,823 285,898 $ $ 2008 156,837 156,837 $ $ Pro Forma 2008 (unaudited) 241,830 241,830

LifeCell revenue generated from the use of AlloDerm, Strattice, and other acellular tissue matrix products in reconstructive surgical procedures, including challenging hernia repair and breast reconstruction, accounted for 92.1% of total LifeCell revenue for 2009. Direct sales of Strattice, our porcinebased tissue matrix product, accounted for 31.2% of total LifeCell revenue for 2009. The growth in LifeCell revenue over the prior year was due primarily to increased demand for our tissue matrix products due to continued market penetration. We believe the LifeCell revenue growth rate in the second half of 2009 was negatively impacted by approximately 3% to 4% due to AlloDerm and Strattice supply constraints compared to the prior year. TSS Revenue The following table sets forth, for the periods indicated, TSS rental and sales revenue by geography, as well as the percentage change in each line item, comparing 2009 to 2008 (dollars in thousands): Year ended December 31, 2009 North America revenue: Rental Sales Total North America revenue EMEA/APAC revenue: Rental Sales Total EMEA/APAC revenue Total rental revenue Total sales revenue Total TSS revenue $ 59 $ 172,893 23,461 196,354 82,550 21,267 103,817 255,443 44,728 300,171 $ $ 2008 188,083 33,601 221,684 86,169 19,269 105,438 274,252 52,870 327,122 % Change (8.1) % (30.2) (11.4) (4.2) 10.4 (1.5) (6.9) (15.4) (8.2) %

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Worldwide TSS revenue decreased from the prior-year period due primarily to lower rental and sales volumes in the United States resulting from the economic downturn and capital constraints on acute care facilities combined with unfavorable foreign currency exchange rate movements. Foreign currency exchange rate movements unfavorably impacted worldwide TSS revenue by 2.4% for 2009 compared to the prior year. North America TSS revenue decreased from the prior year due primarily to lower hospital census and customer capital constraints. EMEA/APAC TSS revenue decreased from the prior year due primarily to foreign currency exchange rate movements, which unfavorably impacted total EMEA/APAC TSS revenue by 5.3% for 2009 as compared to the prior year. The EMEA/APAC TSS exchange rate movements were partially offset by increased rental volume of our bariatric and wound care products and higher wound care sales volumes. Rental Expenses The following table presents rental expenses and the percentage relationship to AHS and TSS revenue comparing 2009 to 2008 (dollars in thousands): 2009 Rental expenses As a percent of total AHS and TSS revenue $ 640,346 37.5% Year ended December 31, 2008 $ 693,103 40.3% Change (7.6)% (280 bps)

Rental, or field, expenses are comprised of both fixed and variable costs including facilities, sales force compensation and royalties associated with our rental products. Rental expenses as a percent of total AHS and TSS revenue during 2009 decreased from the prior year due primarily to service center rationalization efforts. These rationalization efforts have resulted in the consolidation of over 20 service centers as of December 31, 2009 compared to prioryear levels. Cost of Sales The following table presents cost of sales and the sales margin (calculated as sales revenue less cost of sales divided by sales revenue for the period indicated) comparing 2009 to 2008 (dollars in thousands): 2009 244,784 69.9% Year ended December 31, 2008 $ 218,503 67.8% Change 12.0% 210 bps

Cost of sales Sales margin

Cost of sales includes manufacturing costs, product costs and royalties associated with our for sale products. During 2009, sales margins for AHS, TSS and LifeCell improved over the prior year. Cost of sales included $15.0 million for 2008 related to LifeCell purchase accounting adjustments associated with our inventory step-up to fair value, which unfavorably impacted the LifeCell sales margin by 9.6% for 2008. On a comparable basis, excluding the purchase accounting adjustments, the decrease in the LifeCell sales margin was due primarily to unfavorable production yields associated with the transition to full-scale Strattice production in 2009. Gross Profit Margin The following table presents the gross profit margin (calculated as gross profit divided by total revenue for the periods indicated) comparing 2009 to 2008: 2009 55.6% Year ended December 31, 2008 51.5% Change 410 bps

Gross profit margin

The gross profit margin increase was due primarily to increased field service operations productivity, higher gross margins associated with our first full year of reported LifeCell results and lower product royalty rates. 60

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Selling, General and Administrative Expenses The following table presents selling, general and administrative expenses and the percentage relationship to total revenue comparing 2009 to 2008 (dollars in thousands): 2009 Selling, general and administrative expenses As a percent of total revenue $ 532,308 26.7% Year ended December 31, 2008 $ 455,380 24.2% Change 16.9% 250 bps

Selling, general and administrative expenses include administrative labor, incentive and sales compensation costs, insurance costs, professional fees, depreciation, bad debt expense and information systems costs, but excludes rental compensation costs. The increase in selling, general and administrative expenses during 2009 was primarily due to increased legal fees associated with litigation matters, higher share-based compensation expense, costs associated with our upcoming market entry in Japan, global business transformation activities and our service center rationalization efforts. Other selling, general and administrative expenses included selling costs associated with our LifeCell business segment since the May 2008 acquisition. Selling, general and administrative expenses related to our LifeCell business during 2009 and 2008 totaled $81.4 million and $42.0 million, respectively. Research and Development Expenses The following table presents research and development expenses and the percentage relationship to total revenue comparing 2009 to 2008 (dollars in thousands): 2009 Research and development expenses As a percent of total revenue $ 92,088 4.6% Year ended December 31, 2008 $ 75,839 4.0% Change 21.4% 60 bps

Research and development expenses relate to our investments in clinical studies and the development of new and enhanced products and therapies. Our research and development efforts include the development of new and synergistic technologies across the continuum of wound care, including tissue regeneration, preservation and repair, new applications of negative pressure technology, as well as upgrading and expanding our surface technologies in our TSS business. Our research and development program is also leveraging our core understanding of biological tissues in order to develop biosurgery products in our LifeCell business. The increase in research and development expense during 2009 is primarily related to increased activity in the development of our next generation of AHS and LifeCell products. Research and development expenses related to our LifeCell business during 2009 and 2008 totaled $24.2 million and $14.1 million, respectively. Acquired Intangible Asset Amortization In connection with the LifeCell acquisition, we recorded $486.7 million of identifiable definite-lived intangible assets during the second quarter of 2008. During 2009 and 2008, we recorded approximately $40.6 million and $25.0 million, respectively, of amortization expense associated with these acquired intangible assets. In-Process Research and Development In connection with our LifeCell purchase price allocation, we recorded a charge of $61.6 million for the write-off of in-process research and development (IPR&D) during 2008. We allocated value to IPR&D based on an independent evaluation and appraisal of LifeCells research and development projects. Such evaluation consisted of a specific review of the efforts, including the overall objectives of the project, progress toward the objectives and the uniqueness of the developments of these objectives. Further, each IPR&D project was reviewed to determine if technological feasibility had been achieved. The acquired IPR&D was confined to new products and technologies under development. No routine efforts to incrementally refine or enhance existing products or production activities were included in the acquired IPR&D write-off. 61

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Operating Margin The following table presents the operating margin, defined as operating earnings as a percentage of total revenue, comparing 2009 to 2008: 2009 Operating margin 22.2% Year ended December 31, 2008 18.6% Change 360 bps

The increase in operating margin is due primarily to higher gross profit combined with operating efficiencies and process improvements and LifeCells contributed operating profit. The operating margin for 2008 was negatively impacted by the $61.6 million write-off of IPR&D and $15.0 million related to the step-up of LifeCell inventory to fair value associated with our LifeCell acquisition. Interest Expense Interest expense was $104.9 million in 2009 compared to $80.8 million in the prior year. The increase in interest expense for 2009 is due to our debt financing that was only outstanding for a portion of the prior year. At December 31, 2009, we had $750.0 million outstanding under our term loan facility. Additionally, we had $690.0 million aggregate principal amount of convertible senior notes outstanding. On January 1, 2009, we adopted changes issued by the Financial Accounting Standards Board (FASB) related to the accounting for convertible debt instruments that may be settled in cash upon conversion. As a result of the adoption of these changes, we recorded $19.7 million of additional non-cash interest expense related to amortization of the discount on our convertible senior notes in 2009. The adoption of the accounting changes also resulted in additional non-cash interest expense for 2008 of approximately $12.8 million. Additionally, interest expense for 2009 includes write-offs of $3.0 million for unamortized deferred debt issuance costs associated with optional prepayments on our senior credit facility totaling $107.6 million. Interest expense for 2008 also includes write-offs of $860,000 for unamortized deferred debt issuance costs on our previous debt facility upon the refinancing of our credit facility and long-term debt. Foreign Currency Gain (Loss) We recognized a foreign currency exchange loss of $4.0 million for 2009 compared to a gain of $1.3 million in the prior year. The losses incurred during 2009 due to significant fluctuations in exchange rates were partially offset by the expansion of our foreign currency hedging program, reduced exposures and the conversion of a larger portion of foreign currency cash balances to U.S. dollars. Income Taxes The effective income tax rate for 2009 was 31.6% compared to 39.5% in 2008. The decrease in the effective income tax rate was due primarily to the non-deductibility of the $61.6 million write-off of in-process research and development (IPR&D) associated with the LifeCell acquisition recorded in 2008. Net Earnings For 2009, we reported net earnings of $228.7 million, an increase of 37.4%, compared to $166.4 million in the prior year. Net earnings for 2008 were negatively impacted by the write-off of in-process research and development of $61.6 million associated with our LifeCell acquisition. Net Earnings per Diluted Share Net earnings per diluted share for 2009 were $3.24, as compared to net earnings per diluted share of $2.32 in the prior year. Net earnings per diluted share for 2008 were negatively impacted by $0.86 per share as a result of the write-off of IPR&D associated with our LifeCell acquisition. 62

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LIQUIDITY AND CAPITAL RESOURCES General We require capital principally for capital expenditures, systems infrastructure, debt service, interest payments and working capital. Additionally, from time to time, we may use capital for acquisitions, share repurchases and other investing and financing activities. Our capital expenditures consist primarily of manufactured rental assets, manufacturing equipment, computer hardware and software and expenditures related to leasehold improvements. Working capital is required principally to finance accounts receivable and inventory. Our working capital requirements vary from period-to-period depending on manufacturing volumes, the timing of shipments and the payment cycles of our customers and payers. Sources of Capital Based upon the current level of operations, we believe our existing cash resources, as well as cash flows from operating activities and availability under our revolving credit facility, will be adequate to meet our anticipated cash requirements for at least the next twelve months. During 2010, 2009 and 2008, our primary source of capital was cash from operations. The following table summarizes the net cash provided and used by operating activities, investing activities and financing activities for the years ended December 31, 2010, 2009 and 2008 (dollars in thousands): 2010 Net cash provided by operating activities Net cash used by investing activities Net cash provided (used) by financing activities Effect of exchange rates changes on cash and cash equivalents Net increase (decrease) in cash and cash equivalents $ 352,721 (93,932) (204,202) (1,141) $ 53,446 $
(2)

Year ended December 31, 2009 $ 387,521 (152,918) (221,417) 2,204 15,390 $
(2)

2008 $ 427,131 (1,887,235) 1,449,209 (7,331) (18,226)

(1) (3)

(1) Includes the LifeCell acquisition, net of cash acquired, of $1.7 billion utilizing funds received from our 2008 senior credit facility and convertible senior notes. (2) The amount for 2010 and 2009 includes net debt prepayments and regularly-scheduled debt payments totaling $222.7 million and $229.0 million, respectively, on our senior credit facility. (3) Includes proceeds of $1.7 billion on our senior credit facility and convertible senior notes and $114.0 million on our revolving facility, partially offset by the repayment of our previous revolving credit facility of $68.0 million, regularly scheduled debt payments totaling $50.0 million on our current senior credit facility, payments totaling $85.0 million on our revolving facility and a net cash payment of $48.7 million for our convertible note hedge and warrant transactions. As of December 31, 2010, our principal sources of liquidity consisted of $316.6 million of cash and cash equivalents and $288.4 million available under our revolving credit facility, net of $11.6 million in undrawn letters of credit. During 2010, we made scheduled and voluntary senior credit facility net repayments totaling $222.7 million from cash-on-hand. As of December 31, 2009, our principal sources of liquidity consisted of $263.2 million of cash and cash equivalents and $288.6 million available under our revolving credit facility, net of $11.4 million in undrawn letters of credit. During 2009, we made scheduled and voluntary senior credit facility net repayments totaling $229.0 million from cash-on-hand. Working Capital As of December 31, 2010, we had current assets of $967.5 million, including $414.1 million in net accounts receivable and $172.6 million in net inventory, and current liabilities of $455.2 million resulting in a working capital surplus of $512.3 million. As of December 31, 2009, we had current assets of $858.3 million, including $425.0 million in net accounts receivable and $121.0 million in net inventory, and current liabilities of $441.0 million resulting in a working capital surplus of $417.3 million. 63

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As of December 31, 2010 and 2009, we had $414.1 million and $425.0 million, respectively, of receivables outstanding, net of realization reserves of $97.0 million and $105.5 million, respectively. Net accounts receivable decreased $10.9 million during 2010 due primarily to strong cash collections and the strengthening of the U.S. dollar in relation to foreign currencies. North America receivables, net of realization reserves, were outstanding for an average of 63 days at December 31, 2010, compared to 69 days at December 31, 2009. EMEA/APAC net receivables were outstanding for an average of 90 days at December 31, 2010, up from 81 days at December 31, 2009 due primarily to weaker collection performance, partially offset by a decrease in the net accounts receivable balance due to the strengthening of the U.S. dollar compared to other currencies. At December 31, 2010 and 2009, we had net inventories of $172.6 million and $121.0 million, respectively, an increase of $51.6 million. This increase was due primarily to planned increases in our tissue inventory to meet the increasing demand for our AlloDerm and Strattice tissue matrix products and increases in our AHS raw materials necessary to support the production and launch of our new AHS products. Capital Expenditures During 2010, 2009 and 2008, we made capital expenditures of $85.9 million, $103.3 million and $131.3 million, respectively, due primarily to expanding the rental fleet, information technology purchases and leasehold improvements for the expansion of our LifeCell manufacturing facility. Capital expenditures were higher in 2008 as a result of the global deployment of our InfoV.A.C. and ActiV.A.C. Therapy Systems. Senior Credit Facility In May 2008, we entered into a senior credit facility, consisting of a $1.0 billion term loan facility and a $300.0 million revolving credit facility due May 2013. The following table sets forth the amounts owed under the term loan and revolving credit facility, the effective interest rates on such outstanding amounts, and the amount available for additional borrowing thereunder, as of December 31, 2010 (dollars in thousands): Maturity Date May 2013 May 2013 Effective Interest Rate 5.273% $
(2)

Senior Credit Facility Revolving credit facility Term loan facility Total

Amount Outstanding 527,333 527,333

(3)

Amount Available for Additional Borrowing $ $ 288,365 (1) 288,365

(1) At December 31, 2010, the amount available under the revolving portion of our credit facility reflected a reduction of $11.6 million for letters of credit issued on our behalf, none of which have been drawn upon by the beneficiaries thereunder. In January 2011, upon refinancing of existing debt, the amount available for additional borrowing increased to $638.4 million. (2) The effective interest rate includes the effect of interest rate hedging arrangements. Excluding the interest rate hedging arrangements, our nominal interest rate as of December 31, 2010 was 4.500%, which was temporarily set at the base rate pending refinancing. In January 2011, upon refinancing of existing debt, our effective and nominal interest rates decreased to 2.823% and 2.050%, respectively. (3) In January 2011, upon refinancing of existing debt, the amount outstanding increased to $550.0 million. As of December 31, 2010 and 2009, we were in compliance with all covenants under the senior credit agreement. For further information on our senior credit facility, see Note 5 of the Notes to the Consolidated Financial Statements. In January 2011, we entered into a new credit agreement which was used to refinance existing debt under the prior senior credit facility and will also be used for general corporate purposes. The new credit agreement provides for (i) a $550.0 million term A facility that matures in January 2016, and (ii) a $650.0 million revolving credit facility that matures in January 2016, which represents a $350.0 million increase from our previous revolving credit facility. The Company also has the right at any time to increase its borrowings under the new credit agreement by an aggregate additional amount up to $500.0 million. For further information on our new senior credit facility, see Note 17 of the Notes to the Consolidated Financial Statements. 64

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Convertible Senior Notes In 2008, we issued $690 million aggregate principal amount of 3.25% convertible senior notes due 2015 (the Convertible Notes). The notes are governed by the terms of an indenture dated as of April 21, 2008 (the Indenture). As of December 31, 2010 and 2009, we were in compliance with all covenants under the Indenture for the Convertible Notes. For further information on our Convertible Notes and related Note Hedge and Warrants, see Note 5 of the Notes to the Consolidated Financial Statements. Interest Rate Protection At December 31, 2010 and 2009, we had eighteen and seventeen interest rate swap agreements in effect, respectively, pursuant to which we have fixed the rate on an aggregate $444.5 million and $662.0 million, respectively, notional amount of our outstanding variable rate debt at a weighted average interest rate of 1.226% and 2.074%, respectively, exclusive of the Eurocurrency Rate Loan Spread as disclosed in the senior credit agreement. As of December 31, 2010 and 2009, the aggregate fair value of our swap agreements was negative and recorded as a liability of $1.7 million and $8.4 million, respectively. If our interest rate protection agreements were not in place, interest expense would have been approximately $9.5 million, $11.1 million and $492,000 lower for 2010, 2009 and 2008, respectively. In October 2010, we entered into three additional interest rate swap agreements, which become effective in March 2011, to convert a total of $100.0 million of our variable-rate debt to a fixed-rate basis at a weighted average interest rate of 0.549%, exclusive of the Eurocurrency Rate Loan Spread as disclosed in the senior credit agreement. In January 2011, we entered into nine additional interest rate swap agreements. Four of the new agreements, which become effective in March 2011, will convert a total of $100.0 million of our variable-rate debt to a fixed-rate basis at a weighted average interest rate of 0.993%, exclusive of the Eurocurrency Rate Loan Spread as disclosed in the senior credit agreement. Two of the interest rate swap agreements, which become effective in June 2011, will convert a total of $50.0 million of our variable-rate debt to a fixed-rate basis at a weighted average interest rate of 0.734%, exclusive of the Eurocurrency Rate Loan Spread as disclosed in the senior credit agreement. The remaining three interest rate swap agreements, which become effective in September 2011, will convert a total of $75.0 million of our variable-rate debt to a fixed-rate basis at a weighted average interest rate of 0.931%, exclusive of the Eurocurrency Rate Loan Spread as disclosed in the senior credit agreement. For further information on our interest rate protection agreements, see Note 6 of the Notes to the Consolidated Financial Statements. Contractual Obligations We are committed to making cash payments in the future on long-term debt, capital leases, operating leases, licensing agreements and purchase commitments. We have not guaranteed the debt of any other party. The following table summarizes our contractual cash obligations as of December 31, 2010 for each of the years indicated (dollars in thousands): 2011 Long-term debt obligations (2) Interest on long-term debt obligations (3) Capital lease obligations Operating lease obligations Licensing agreements Purchase obligations Total $ 169,500 49,333 159 43,849 1,950 31,236 $ 296,027 $ $ 2012 - 2013 357,833 59,604 146 51,918 7,500 477,001 $ $ 2014 - 2015 690,000 28,903 1 21,899 7,000 747,803 $ $ Thereafter 29,487 2,000 31,487 $ $ Total (1) 1,217,333 137,840 306 147,153 18,450 31,236 1,552,318

(1) This excludes our liability of $35.6 million for unrecognized tax benefits. We cannot make a reasonably reliable estimate of the amount and period of related future payments for such liability. (2) In January 2011, upon refinancing of existing debt, contractual cash obligations related to long-term debt obligations were $27.5 million, $68.75 million, $800.0 million and $343.75 million for 2011, 2012-2013, 2014-2015 and thereafter, respectively, for a total of $1.240 billion. (3) Amounts and timing may be different from our estimated interest payments due to potential voluntary prepayments, borrowings and interest rate fluctuations. In January 2011, upon refinancing of existing debt, contractual cash obligations related to interest on long-term debt obligations were $39.2 million, $65.4 million, $45.8 million and $0.1 million for 2011, 2012-2013, 2014-2015 and thereafter, respectively, for a total of $150.5 million. 65

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OTHER MATTERS We continue to see signs of weakness in the U.S. and global economies. We believe the economic downturn may generally decrease hospital census and the demand for elective surgeries. Also, the global financial crisis, continuing high levels of unemployment and general economic uncertainties have made it more difficult and more expensive for hospitals and health systems to obtain credit which may contribute to pressures on their operating margins. We believe that rising unemployment reduces the number of individuals covered by private insurance, which has resulted in a noticeable increase in our charitycare placements and may increase the cost of uncompensated care for hospitals. Higher unemployment may also result in a shift in reimbursement patterns as unemployed individuals switch from private plans to public plans such as Medicaid or Medicare. If the economic downturn persists and unemployment remains high or increases, any significant shift in coverage for the unemployed may have an unfavorable impact on our reimbursement mix and may result in a decrease in our overall average unit prices. From time to time, the Center for Medicare and Medicaid Services (CMS) publishes reimbursement policies and rates that may unfavorably affect the reimbursement and market for our products. In the future, our AHS revenue from U.S. Medicare placements of NPWT products is expected to be subject to Medicares durable medical equipment competitive bidding program, which was effective January 1, 2011. While NPWT was not included in the initial round of this program, we anticipate NPWT will be subject to the second round of this program, which is expected to be effective in January 2013. We have communicated to CMS our strong belief that the selection of NPWT suppliers to Medicare patients under the competitive bidding program should be based on each suppliers ability to provide prompt quality service and timely therapy to patients in areas subject to the program, which KCI has done effectively for over a decade. Additionally, we believe selection of NPWT suppliers under the competitive bidding program should be based on each suppliers ability to deliver NPWT systems cleared by the FDA for safe use in the home. The importance of training and support for caregivers and patients has been validated by the recent FDA initiative focused on the migration of complex medical devices into the home. KCI has a significant body of evidence supporting the safety and efficacy of our products in the home setting, which differentiates us from other manufacturers and suppliers of NPWT products. Future inclusion of our NPWT products in the Medicare competitive bidding program could result in increased competition and reduced reimbursement for our Medicare placements. For the fiscal year ended 2010, U.S. Medicare placements of our NPWT products represented approximately 8.1% of our total revenue. In September 2010, we conducted a corrective field action with respect to our RotoProne product, which included clarified labeling and written notifications to existing customers regarding operational and safety features of the RotoProne. KCI reported this voluntary correction to the FDA. We do not expect that this corrective action will have a material impact on our results of operations. Recently, the FDA issued proposed rules which may result in substantial changes to the 510(k) clearance process for medical devices. Among the proposed changes, the clearance of certain medical devices may be subject to facility inspections to ensure compliance with Good Manufacturing Practices rules and regulations. If the proposed rules are made final in their current form, we expect that obtaining 510(k) clearances for KCI medical devices in the future may become more difficult and time consuming. Any substantial increased requirements which are imposed on KCI as a result of new rules could potentially delay our development and commercialization of new medical device products. Critical Accounting Estimates The Securities and Exchange Commission (SEC) defines critical accounting estimates as those that are, in management's opinion, very important to the portrayal of our financial condition and results of operations and require our management's most difficult, subjective or complex judgments. In preparing our financial statements in accordance with U.S. generally accepted accounting principles, we must often make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosures at the date of the financial statements and during the reporting period. Some of those judgments can be subjective and complex. Consequently, actual results could differ from our estimates. The accounting policies that are most subject to important estimates or assumptions are described below. Also, see Note 1 of the Notes to the Consolidated Financial Statements. 66

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Revenue Recognition and Accounts Receivable Realization We recognize revenue in accordance with the Revenue Recognition topic of the Codification when each of the following four criteria are met: 1) 2) 3) 4) a contract or sales arrangement exists; products have been shipped and title has transferred or services have been rendered; the price of the products or services is fixed or determinable; and collectibility is reasonably assured.

We recognize rental revenue based on the number of days a product is used by the patient/organization, (i) at the contracted rental rate for contracted customers and (ii) generally, retail price for non-contracted customers. Sales revenue is recognized when products are shipped and title has transferred. In addition, we establish realization reserves against revenue to provide for adjustments including capitation agreements, estimated credit memos, volume discounts, pricing adjustments, utilization adjustments, product returns, cancellations, estimated uncollectible amounts and payer adjustments based on historical experience. In addition, revenue is recognized net of administrative fees paid to group purchasing organizations (GPOs). North America trade accounts receivable consist of amounts due directly from acute and extended care organizations, third-party payers (TPP), both governmental and non-governmental, and patient pay accounts. Included within the TPP accounts receivable balances are amounts that have been or will be billed to patients once the primary payer portion of the claim has been settled by the TPP. EMEA/APAC trade accounts receivable consist of amounts due primarily from acute care organizations. The domestic TPP reimbursement process requires extensive documentation, which has had the effect of slowing both the billing and cash collection cycles relative to the rest of the business, and therefore, could increase total accounts receivable. Because of the extensive documentation required and the requirement to settle a claim with the primary payer prior to billing the secondary and/or patient portion of the claim, the collection period for a claim in our homecare business may, in some cases, extend beyond one year prior to full settlement of the claim. We utilize a combination of factors in evaluating the collectibility of our accounts receivable. For unbilled receivables, we establish reserves to allow for expected denied or uncollectible items. In addition, items that remain unbilled for more than a specified period of time, or beyond an established billing window, are reserved against revenue. For billed receivables, we generally establish reserves using a combination of factors including historic adjustment rates for credit memos and cancelled transactions, historical collection experience, and the length of time receivables have been outstanding. The reserve rates vary by payer group. In addition, we record specific reserves for bad debt when we become aware of a customer's inability or refusal to satisfy its debt obligations, such as in the event of a bankruptcy filing. If circumstances change, such as higher than expected claims denials, post-payment claim recoupments, a material change in the interpretation of reimbursement criteria by a major customer or payer, or payment defaults or an unexpected material adverse change in a major customer's or payer's ability to meet its obligations, our estimates of the realizability of trade receivables could be reduced by a material amount. A hypothetical 1% change in the collectibility of our billed receivables at December 31, 2010 would impact pre-tax earnings by an estimated $2.7 million. Inventory AHS and TSS inventories Inventories are stated at the lower of cost (first-in, first-out) or market (net realizable value). Costs include material, labor and manufacturing overhead costs. Inventory expected to be converted into equipment for short-term rental is reclassified to property, plant and equipment. We review our inventory balances monthly for excess sale products or obsolete inventory levels. Inventory quantities of sale-only products in excess of anticipated demand are considered excess and are reserved at 100%. For rental products, we review both product usage and product life cycle to classify inventory as active, discontinued or obsolete. Obsolescence reserve balances are established on an increasing basis from 0% for active, high-demand products to 100% for obsolete products. The reserve is reviewed and, if necessary, adjustments are made on a monthly basis. We rely on historical information and production planning forecasts to support our reserve and utilize management's business judgment for "high risk" items, such as products that have a fixed shelf life. Once the value of inventory is reduced, we do not adjust the reserve balance until the inventory is sold or otherwise disposed. 67

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LifeCell inventories Inventories are stated at the lower of cost or market, with cost being determined on a first-in, first-out basis. Inventories on hand include the cost of materials, freight, direct labor and manufacturing overhead. We record a provision for excess and obsolete inventory based primarily on inventory quantities on hand, the historical product sales and estimated forecast of future product demand and production requirements. In addition, we record a provision for tissue that will not meet tissue standards based on historic rejection rates. Long-Lived Assets Property, plant and equipment are stated at cost. Betterments, which extend the useful life of the equipment, are capitalized. Depreciation on property, plant and equipment is calculated on the straight-line method over the estimated useful lives (20 to 30 years for buildings and between three and seven years for most of our other property and equipment) of the assets. If an event were to occur that indicates the carrying value of long-lived assets might not be recoverable, we would review property, plant and equipment for impairment using an undiscounted cash flow analysis and if an impairment had occurred on an undiscounted basis, we would compute the fair market value of the applicable assets on a discounted cash flow basis and adjust the carrying value accordingly. Goodwill Goodwill represents the excess purchase price over the fair value of net assets acquired. We account for goodwill in accordance with the IntangiblesGoodwill and Other Topic of the FASB Accounting Standards Codification which requires that goodwill and other intangible assets that have indefinite lives not be amortized but instead be tested at least annually, by reporting unit, for impairment, or more frequently when events or changes in circumstances indicate that the asset might be impaired. Examples of such events or circumstances include, but are not limited to, a significant adverse change in legal or business climate, an adverse regulatory action or unanticipated competition. We conducted our annual impairment test of goodwill as of October 31, 2010 and 2009. Impairment is tested by comparing the carrying value of the reporting unit to the reporting units fair value. The carrying value of each reporting unit is determined by taking the reported net assets of the consolidated entity, identifying reporting unit specific assets (including goodwill) and liabilities and allocating shared operational and administrative assets and liabilities to the appropriate reporting unit, which is the same as the segment to which they are assigned. The fair value of each reporting unit was primarily determined using discounted cash flow models. The aggregate fair values of our reporting units were reconciled to our market capitalization. The estimate of cash flow used to estimate fair value is based upon, among other things, certain assumptions about expected future operating performance and appropriate discount rates determined by our management. Our estimates of discounted cash flows may differ from actual cash flows due to, among other things, economic conditions, changes to our business model or changes in operating performance. Significant differences between these estimates and actual cash flows could materially affect our future financial results. These factors increase the risk of differences between projected and actual performance that could impact future estimates of fair value of all reporting units. As a result of this test, we determined that the estimated fair values substantially exceeded the carrying values for all of our reporting units. Therefore, no adjustment to the carrying value of goodwill for any reporting units was required. A sensitivity analysis of the material assumptions used in assessing recoverability of goodwill was also performed and did not impact the outcome of the goodwill impairment test. No events or circumstances have occurred subsequent to October 31, 2010 that would indicate a further assessment was necessary. Income Taxes Deferred income taxes are accounted for in accordance with the Income Taxes Topic of the FASB Accounting Standards Codification which requires the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the tax effects of temporary differences between the financial statements and the tax bases of assets and liabilities, as measured by current enacted tax rates. When appropriate, we evaluate the need for a valuation allowance to reduce our deferred tax assets. We also account for uncertain tax positions in accordance with the Income Taxes Topic of the FASB Accounting Standards Codification. Accordingly, a liability is recorded for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. We recognize interest and penalties, if any, related to unrecognized tax benefits in income tax expense. 68

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At December 31, 2010, deferred tax assets recorded by KCI increased from 2009. We have established a valuation allowance to reduce deferred tax assets associated with foreign net operating losses, certain foreign deferred tax assets and state research and development credits to an amount whose realization is more likely than not. We anticipate that the reversal of existing taxable temporary differences and future income will provide sufficient taxable income to realize the tax benefit of the remaining deferred tax assets; therefore we have not provided a valuation allowance. The effective income tax rate for 2010 was 28.0% compared to 31.6% in 2009. Share-based Compensation We recognize share-based compensation expense under the provisions of Compensation-Stock Compensation Topic of the FASB Accounting Standards Codification which requires the measurement and recognition of compensation expense over the estimated service period for all share-based payment awards, including stock options, restricted stock awards and restricted stock units based on estimated fair values on the date of grant. We have elected to use the Black-Scholes model to estimate the fair value of stock options. We believe that the use of the Black-Scholes model meets the fair value measurement objective of the FASB Codification and reflects all substantive characteristics of the instruments being valued. Estimates of fair value are not intended to predict actual future events or the value ultimately realized by employees who receive share-based compensation awards, and subsequent events will not affect the original estimates of fair value made by us. We estimate forfeitures when recognizing compensation costs. We will adjust our estimate of forfeitures as actual forfeitures differ from our estimates, resulting in the recognition of compensation cost only for those awards that actually vest. The weighted-average estimated fair value of stock options granted during 2010, 2009 and 2008 was $19.02, $11.48 and $19.52, respectively, using the Black-Scholes option pricing model with the following weighted average assumptions (annualized percentages): 2010 Expected stock volatility Expected dividend yield Risk-free interest rate Expected life (years) 44.4% 2.6% 6.2 2009 43.7% 2.2% 6.2 2008 39.4% 3.2% 6.3

The expected stock volatility is based on historical volatilities of KCI and other similar entities. The expected dividend yield is 0% as we have historically not paid cash dividends on our common stock. The risk-free interest rates for periods within the contractual life of the option are based on the U.S. Treasury yield curve in effect at the time of grant. We have chosen to estimate expected life using the simplified method as permitted rather than using our own historical expected life as there has not been sufficient history since we completed our initial public offering to allow us to better estimate this variable. Legal Proceedings and Other Loss Contingencies We are subject to various legal proceedings, many involving routine litigation incidental to our business. The outcome of any legal proceeding is not within our complete control, is often difficult to predict and is resolved over very long periods of time. Estimating probable losses associated with any legal proceedings or other loss contingencies is very complex and requires the analysis of many factors including assumptions about potential actions by third parties. Loss contingencies are disclosed when there is at least a reasonable possibility that a loss has been incurred and are recorded as liabilities in the consolidated financial statements when it is both (1) probable or known that a liability has been incurred and (2) the amount of the loss is reasonably estimable. If the reasonable estimate of the loss is a range and no amount within the range is a better estimate, the minimum amount of the range is recorded as a liability. If a loss contingency is not probable or cannot be reasonably estimated, a liability is not recorded in the consolidated financial statements. 69

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ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to various market risks, including fluctuations in interest rates and variability in currency exchange rates. We have established policies, procedures and internal processes governing our management of market risk and the use of financial instruments to manage our exposure to such risk. Interest Rate Risk We have variable interest rate debt and other financial instruments, which are subject to interest rate risk that could have a negative impact on our business if not managed properly. We have a risk management policy which is designed to reduce the potential negative earnings effect arising from the impact of fluctuating interest rates. We manage our interest rate risk on our borrowings through interest rate swap agreements which effectively convert a portion of our variable-rate borrowings to a fixed-rate basis through December 2011, thus reducing the impact of changes in interest rates on future interest expenses. We do not use financial instruments for speculative or trading purposes. The tables below provide information as of December 31, 2010 and 2009 about our long-term debt and interest rate swaps, both of which are sensitive to changes in interest rates. For long-term debt, the tables present principal cash flows and related weighted average interest rates by expected maturity dates. For interest rate swaps, the tables present notional amounts and weighted average interest rates by expected (contractual) maturity dates. Weighted average interest rates of our interest rate swaps are based on the nominal amounts which are used to calculate the contractual payments to be exchanged under the contract (dollars in thousands): 2011 Long-term debt Fixed rate Average interest rate Variable rate (2) Weighted average interest rate (3) Interest rate swap(4) Variable to fixednotional amount Average pay rate Average receive rate
(5)

Expected Maturity Date as of December 31, 2010 2012 2013 2014 Thereafter $ $ 226,000 4.500% $ $ 131,833 4.500% $ $ $ $ 690,000 3.250% $ $

Total 690,000 3.250% 527,333 4.500% $ $

Fair Value 727,881 (1) 527,333

$ $

169,500 4.500%

444,500 1.226% 0.310%

100,000 0.549% 0.310%

544,500 1.102% 0.310%

(1,677)

(1) The fair value of our 3.25% Convertible Senior Notes due 2015 is based on a limited number of trades and does not necessarily represent the purchase price of the entire convertible note portfolio. (2) In January 2011, upon refinancing of existing debt, expected maturities for variable rate long-term obligations were $27.5 million, $27.5 million, $41.25 million, $55.0 million, $55.0 million and $343.75 million in 2011, 2012, 2013, 2014, 2015 and 2016, respectively, for a total of $550.0 million. (3) The weighted average interest rate for all periods presented represents the nominal interest rate as of December 31, 2010. Our nominal interest rate as of December 31, 2010 was 4.500%, which was temporarily set at the base rate pending refinancing. This rate resets quarterly. In January 2011, upon the completion of our refinancing of existing debt, our weighted average interest rate decreased to 2.050%. (4) Interest rate swaps relate to the variable rate debt under long-term debt. The aggregate fair value of our interest rate swap agreements was negative and was recorded as a liability at December 31, 2010. (5) The average receive rates for future periods are based on the current period average receive rates. These rates reset quarterly. 70

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2010 Long-term debt Fixed rate Average interest rate Variable rate Weighted average interest rate (2) Interest rate swap (3) Variable to fixednotional amount Average pay rate Average receive rate
(4)

2011 $ $

Expected Maturity Date as of December 31, 2009 2012 2013 Thereafter $ $ 264,706 3.143% $ $ 154,412 3.143% $ $ 690,000 3.250% $ $

Total 690,000 3.250% 750,000 3.143%

Fair Value $ $ 676,545 (1) 729,375

$ $

132,353 3.143%

198,529 3.143%

442,500 2.077% 0.260%

219,500 2.035% 0.260%

662,000 2.074% 0.260%

(8,436)

(1) The fair value of our 3.25% Convertible Senior Notes due 2015 is based on a limited number of trades and does not necessarily represent the purchase price of the entire convertible note portfolio. (2) The weighted average interest rate for all periods presented represents the nominal interest rate as of December 31, 2009. This rate resets quarterly. (3) Interest rate swaps relate to the variable rate debt under long-term debt. The aggregate fair value of our interest rate swap agreements was negative and was recorded as a liability at December 31, 2009. (4) The average receive rates for future periods are based on the current period average receive rates. These rates reset quarterly. Foreign Currency and Market Risk We have direct operations in the United States, Canada, Western Europe, Australia, New Zealand, Japan, Singapore and South Africa, and we conduct additional business through distributors in Latin America, the Middle East, Eastern Europe and Asia. Our foreign operations are measured in their applicable local currencies. As a result, our financial results could be affected by factors such as changes in foreign currency exchange rates or weak economic conditions in the foreign markets in which we have operations. Exposure to these fluctuations is managed primarily through the use of natural hedges, whereby funding obligations and assets are both managed in the applicable local currency. KCI faces transactional currency exposures when its foreign subsidiaries enter into transactions denominated in currencies other than their local currency. These nonfunctional currency exposures relate primarily to existing intercompany receivables and payables arising from intercompany purchases of manufactured products. KCI enters into foreign currency exchange contracts to mitigate the impact of currency fluctuations on transactions and anticipated cash flows denominated in nonfunctional currencies, thereby limiting risk that would otherwise result from changes in exchange rates. The periods of the foreign currency exchange contracts correspond to the periods of the exposed transactions and anticipated cash flows but generally do not extend beyond 12 months. At December 31, 2010, we had outstanding foreign currency exchange contracts to sell or purchase approximately $92.1 million of various currencies. Based on our overall transactional currency rate exposure, movements in the currency rates will not materially affect our financial condition. We are exposed to credit loss in the event of nonperformance by counterparties on their outstanding foreign currency exchange contracts. International operations reported operating profit of $106.3 million for 2010. We estimate that a 10% fluctuation in the value of the U.S. dollar relative to these foreign currencies as of and for the 2010 would change our net earnings for the period by approximately $10.0 million. Our analysis does not consider the implications that such fluctuations could have on the overall economic activity that could exist in such an environment in the United States or the foreign countries or on the results of operations of our foreign entities. 71

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ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders of Kinetic Concepts, Inc. We have audited the accompanying consolidated balance sheets of Kinetic Concepts, Inc. and subsidiaries as of December 31, 2010 and 2009, and the related consolidated statements of earnings, shareholders equity, and cash flows for each of the three years in the period ended December 31, 2010. Our audits also included the financial statement schedule listed in the index at Item 15(a). These financial statements and schedule are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Kinetic Concepts, Inc. and subsidiaries at December 31, 2010 and 2009, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2010, in conformity with U.S. generally accepted accounting principles. Also in our opinion the related financial statement schedule, when considered in relation to the consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth within. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Kinetic Concepts, Inc.s internal control over financial reporting as of December 31, 2010, based on criteria established in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 1, 2011 expressed an unqualified opinion thereon.

/s/ ERNST & YOUNG LLP ERNST & YOUNG LLP San Antonio, Texas March 1, 2011 72

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KINETIC CONCEPTS, INC. AND SUBSIDIARIES Consolidated Balance Sheets (in thousands) December 31, 2010 Assets: Current assets: Cash and cash equivalents Accounts receivable, net Inventories, net Deferred income taxes Prepaid expenses and other Total current assets Net property, plant and equipment Debt issuance costs, net Deferred income taxes Goodwill Identifiable intangible assets, net Other non-current assets $ Liabilities and Shareholders' Equity: Current liabilities: Accounts payable Accrued expenses and other Current installments of longterm debt Income taxes payable Total current liabilities Long-term debt, net of current installments and discount Non-current tax liabilities Deferred income taxes Other non-current liabilities Total liabilities Shareholders' equity: Common stock; authorized 225,000 at 2010 and 2009, issued and outstanding 71,996 at 2010 and 71,256 at 2009 Preferred stock; authorized 50,000 at 2010 and 2009; issued and outstanding 0 at 2010 and 2009 Additional paid-in capital Retained earnings Accumulated other comprehensive income, net Shareholders' equity $ $ 316,603 414,083 172,552 30,112 34,199 967,549 271,063 22,622 17,151 1,328,881 453,802 14,931 3,075,999 $ $ December 31, 2009 263,157 425,042 121,044 11,715 37,330 858,288 296,055 35,191 17,513 1,328,881 489,213 13,424 3,038,565

60,137 225,524 169,500 455,161 935,290 35,588 163,386 3,495 1,592,920

63,301 226,823 132,353 18,484 440,961 1,173,808 29,074 212,257 4,994 1,861,094

72

71

852,152 613,434 17,421 1,483,079 3,075,999 $

804,111 357,350 15,939 1,177,471 3,038,565

See accompanying notes to consolidated financial statements.

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KINETIC CONCEPTS, INC. AND SUBSIDIARIES Consolidated Statements of Earnings (in thousands, except per share data) 2010 Revenue: Rental Sales Total revenue Rental expenses Cost of sales Gross profit Selling, general and administrative expenses Research and development expenses Acquired intangible asset amortization In-process research and development Operating earnings Interest income and other Interest expense Foreign currency gain (loss) Earnings before income taxes Income taxes Net earnings Net earnings per share: Basic Diluted Weighted average shares outstanding: Basic Diluted See accompanying notes to consolidated financial statements. 74 $ $ $ $ Year Ended December 31, 2009 $ 1,178,138 814,506 1,992,644 640,346 244,784 1,107,514 532,308 92,088 40,634 442,484 819 (104,918) (4,004) 334,381 105,679 $ $ $ 228,702 3.26 3.24 70,110 70,542 $ $ $ $ 2008 1,199,778 678,131 1,877,909 693,103 218,503 966,303 455,380 75,839 25,001 61,571 348,512 6,101 (80,753) 1,308 275,168 108,724 166,444 2.33 2.32 71,464 71,785

1,140,568 877,184 2,017,752 625,277 250,253 1,142,222 568,166 90,255 37,426 446,375 851 (87,053) (4,500) 355,673 99,589 256,084 3.61 3.57 70,869 71,748

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KINETIC CONCEPTS, INC. AND SUBSIDIARIES Consolidated Statements of Shareholders' Equity (in thousands) Common Stock Shares Balances at January 1, 2008 Net earnings Foreign currency translation adjustment, net of taxes of $565 Net derivative loss, net of taxes of $(4,806) Reclassification adjustment for derivative losses included in income, net of taxes of $172 Adoption of convertible debt accounting pronouncement Repurchase of common stock in open-market transactions Exercise of stock options and other Shares purchased under ESPP Restricted stock issued, net of forfeitures and shares withheld for minimum tax withholdings Share-based compensation expense Convertible bond note hedge, net of taxes of $(58,178), and warrants Balances at December 31, 2008 Net earnings Foreign currency translation adjustment, net of taxes of $(148) Net derivative loss, net of taxes of $(2,226) Reclassification adjustment for derivative losses included in income, net of taxes of $3,901 Exercise of stock options and other Shares purchased under ESPP Restricted stock issued, net of forfeitures and shares withheld for minimum tax withholdings 72,153 $ Par 72 $ Additional Paid-in Capital 644,347 $ Retained Earnings (Deficit) (7,181) 166,444 Accumulated Other Comprehensive Income $ 39,782 $

Total Shareholders Equity 677,020 166,444

(22,170) (8,926)

(22,170) (8,926)

320

320

99,899

99,899

(2,073) 94 172

(1) -

(19,384) 1,495 4,457

(30,615) -

(50,000) 1,495 4,457

178 -

(1,010) 26,315

(1,010) 26,315

9,526

9,526

70,524 -

71 -

765,645 -

128,648 228,702

9,006 -

903,370 228,702

3,822 (4,133)

3,822 (4,133)

169 281

1,441 5,938

7,244 -

7,244 1,441 5,938

282

(1,419)

(1,419)

Share-based compensation expense Balances at December 31, 2009 Net earnings Foreign currency translation adjustment, net of taxes of $(118) Net derivative loss, net of taxes of $(958) Reclassification adjustment for derivative losses included in income, net of taxes of $3,330 Exercise of stock options and other Shares purchased under ESPP Restricted stock issued, net of forfeitures and shares withheld for minimum tax withholdings Share-based compensation expense Balances at December 31, 2010

32,506

32,506

71,256 -

71 -

804,111 -

357,350 256,084

15,939 -

1,177,471 256,084

(2,923) (1,780)

(2,923) (1,780)

433 218

1 -

10,461 6,540

6,185 -

6,185 10,462 6,540

89 -

(1,741) 32,781

(1,741) 32,781

71,996

72

852,152

613,434

17,421

1,483,079

See accompanying notes to consolidated financial statements.

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KINETIC CONCEPTS, INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows (in thousands) 2010 Cash flows from operating activities: Net earnings Adjustments to reconcile net earnings to net cash provided by operating activities: Amortization of convertible debt discount Depreciation and other amortization Provision for bad debt Write-off of deferred debt issuance costs Share-based compensation expense Excess tax benefit from share-based payment arrangements Write-off of in-process research and development Change in assets and liabilities, net of business acquired: Decrease (increase) in accounts receivable, net Decrease (increase) in inventories, net Decrease (increase) in prepaid expenses and other Increase (decrease) in accounts payable Increase (decrease) in accrued expenses and other Increase (decrease) in tax liabilities, net Increase (decrease) in deferred income taxes, net Net cash provided by operating activities Cash flows from investing activities: Additions to property, plant and equipment Decrease (increase) in inventory to be converted into equipment for short-term rental Dispositions of property, plant and equipment Business acquired in purchase transaction, net of cash acquired Increase in identifiable intangible assets and other non-current assets Net cash used by investing activities Cash flows from financing activities: Proceeds from revolving credit facility Repayments of long-term debt, revolving credit facility and capital lease obligations Repurchase of common stock in open-market transactions Excess tax benefit from share-based payment arrangements Proceeds from exercise of stock options Purchase of immature shares for minimum tax withholdings Proceeds from the purchase of stock in ESPP and other Acquisition financing: Proceeds from senior credit facility Proceeds from convertible senior notes Repayment of long-term debt Proceeds from convertible debt warrants Purchase of convertible debt hedge Payment of debt issuance costs Net cash provided (used) by financing activities Effect of exchange rate changes on cash and cash equivalents Net increase (decrease) in cash and cash equivalents Cash and cash equivalents, beginning of year Cash and cash equivalents, end of year $ 256,084 21,296 156,465 10,602 2,301 32,781 (1,505) 2,717 (51,266) 3,133 (3,005) 6,107 (13,731) (69,258) 352,721 (85,883) 8,531 2,100 (18,680) (93,932) (222,727) 1,505 12,221 (1,741) 6,540 (204,202) (1,141) 53,446 263,157 316,603 Year ended December 31, 2009 $ 228,702 19,718 155,860 10,166 3,035 32,506 (1,214) (29,271) (11,953) (1,560) 9,530 (28,291) 16,649 (16,356) 387,521 (103,289) 8,462 4,976 (173) (62,894) (152,918) 105,000 (334,000) 1,214 1,850 (1,419) 5,938 (221,417) 2,204 15,390 247,767 263,157 $ 2008 166,444 12,777 133,639 10,605 860 26,315 (1,917) 61,571 (39,884) 5,632 2,528 (15,618) (6,085) (9,844) 80,108 427,131 (131,283) (11,200) 5,998 (1,745,743) (5,007) (1,887,235) 114,000 (135,260) (50,000) 1,917 2,454 (1,010) 4,457 1,000,000 690,000 (68,000) 102,458 (151,110) (60,697) 1,449,209 (7,331) (18,226) 265,993 247,767

See accompanying notes to consolidated financial statements. 76

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Notes to Consolidated Financial Statements NOTE 1. Summary of Significant Accounting Policies

(a) Principles of Consolidation The consolidated financial statements presented herein include the accounts of Kinetic Concepts, Inc., together with its consolidated subsidiaries. All inter-company balances and transactions have been eliminated in consolidation. The consolidated entity is referred to herein as "KCI." The accompanying audited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP or the Codification) and with the instructions to Form 10-K and Article 10 of Regulation S-X. Certain prior period amounts have been reclassified to conform to the 2010 presentation. We have three reportable operating segments which correspond to our business units: Active Healing Solutions (AHS); LifeCell; and Therapeutic Support Systems (TSS). We have two primary geographic regions for which we provide supplemental information: North America, which is comprised principally of the United States and includes Canada, Puerto Rico and Latin America; and EMEA/APAC, which is comprised principally of Europe and includes the Middle East, Africa and the Asia Pacific region. KCI has historically presented shared-service support costs associated with our international subsidiaries within rental expenses. We have reclassified these costs to SG&A for each of the periods presented. The reclassification was enabled through the implementation of a global financial consolidation and reporting application that has allowed us to better capture certain international expenses associated with general and administrative activities. This reclassification increased our previously-reported gross profit, but it did not have any impact on previously-reported operating earnings or net earnings. We believe that this presentation is more consistent with our current practice for the reporting of global shared-service support costs and, therefore, provides more comparable financial information. The adjusted balances by year are summarized below (in thousands): Year ended December 31, 2009 2008 Rental expenses reported International shared-service support Rental expenses revised Gross profit reported International shared-service support Gross profit revised Gross profit margin revised Selling, general and administrative expenses reported International shared-service support Selling, general and administrative expenses revised 77 $ $ $ $ $ $ 667,440 (27,094) 640,346 1,080,420 27,094 1,107,514 55.6% 505,214 27,094 532,308 $ $ $ $ $ $ 715,152 (22,049) 693,103 944,254 22,049 966,303 51.5% 433,331 22,049 455,380

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(b) Nature of Operations and Customer Concentration KCI is a leading global medical technology company devoted to the discovery, development, manufacture and marketing of innovative, high-technology therapies and products that have been designed to leverage the bodys ability to heal, thus improving clinical outcomes while helping to reduce the overall cost of patient care. We have an infrastructure designed to meet the specific needs of medical professionals and patients across all healthcare settings, including acute care hospitals, extended care organizations and patients homes, both in the United States and abroad. We design, manufacture, market and service a wide range of proprietary products that can improve clinical outcomes and can help reduce the overall cost of patient care. Our AHS systems incorporate our proprietary V.A.C. Therapy technology, which is clinically-proven to promote wound healing through unique mechanisms of action, and to speed recovery times while reducing the overall cost of treating patients with complex wounds. Our LifeCell products include tissue-based products for use in reconstructive, orthopedic and urogynecologic surgical procedures to repair soft tissue defects. Our TSS business includes specialty hospital beds, mattress replacement systems and overlays, which are designed to address pulmonary complications associated with influenza, acute respiratory distress syndrome (ARDS) and immobility, to reduce or treat skin breakdown and assist caregivers in the safe and dignified handling of obese and morbidly obese patients. We have an infrastructure designed to meet the specific needs of medical professionals and patients across all healthcare settings, including acute care hospitals, extended care organizations and patients homes, both in the United States and abroad. We have direct operations in the United States, Canada, Western Europe, Australia, New Zealand, Japan, Singapore, Hong Kong and South Africa, and we conduct additional business through distributors in Latin America, the Middle East, Eastern Europe and Asia. We manage our business in three reportable operating segments which correspond to our three business units: AHS, LifeCell, and TSS. We have operations in two primary geographic regions: North America, which is comprised principally of the United States and includes Canada, Puerto Rico and Latin America; and EMEA/APAC, which is comprised principally of Europe and includes the Middle East, Africa, and the Asia Pacific region. Operations for our North America geographic region accounted for approximately 78.5%, 77.6% and 76.0% of our total revenue for 2010, 2009 and 2008, respectively. In the U.S. acute care setting, which accounted for approximately half of our North American revenue for the year ended December 31, 2010, we bill our customers directly for the rental and sale of our products. Also in the U.S. acute and extended care settings, we contract with both proprietary hospital groups and voluntary group purchasing organizations (GPOs). Proprietary hospital groups own all of the hospitals which they represent and, as a result, can ensure compliance with an executed national agreement. Voluntary GPOs negotiate contracts on behalf of member hospital organizations, but cannot ensure that their members will comply with the terms of an executed national agreement. Approximately 33.3%, 33.1% and 32.6% of our total revenue during 2010, 2009 and 2008, respectively, was generated under national agreements with GPOs. During 2010, 2009 and 2008, we recorded approximately $176.9 million, $192.9 million and $198.3 million, respectively, in AHS and TSS revenues under contracts with Novation, LLC, our largest single GPO relationship. In the U.S. homecare setting, where our revenue comes predominantly from our NPWT products, we provide products and services to patients in the home and bill third-party payers directly, such as Medicare and private insurance. During 2010, 2009 and 2008, we recorded revenue related to Medicare claims of approximately $163.6 million, $155.2 million and $170.4 million, respectively. In May 2008, we completed the acquisition of all the outstanding capital stock of LifeCell Corporation for an aggregate purchase price of approximately $1.8 billion. LifeCell develops, processes and markets biological soft tissue repair products made from human or animal tissue. These products are used by surgeons to restore structure, function and physiology in a variety of reconstructive, orthopedic and urogynecologic surgical procedures. LifeCell revenue is generated primarily in the United States in the acute care setting on a direct billing basis. We market our regenerative and reconstructive acellular tissue matrix products for plastic reconstructive, general surgical and burn applications primarily to hospitals for use by general and plastic surgeons. Our primary tissue matrix products, AlloDerm and Strattice, are marketed through our direct sales and marketing organization. Our LifeCell sales representatives are responsible for interacting with plastic surgeons, general surgeons, head and neck surgeons, and trauma/acute care surgeons to educate them on the use and potential benefits of our tissue matrix products. We also participate in numerous national fellowship programs, national and international conferences and trade shows, and sponsor medical education symposiums. Our tissue matrix products for orthopedic and urogynecologic procedures are marketed through independent sales agents and distributors. These products include GRAFTJACKET, for orthopedic applications and lower extremity wounds; AlloCraft DBM, for bone grafting procedures; Repliform TRM, for urogynecologic surgical procedures; and Conexa, for rotator cuff tissue repairs. 78

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In the EMEA/APAC geographic region, most of our AHS and TSS revenue is generated in the acute care setting on a direct billing basis. (c) Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. (d) Revenue Recognition We recognize revenue in accordance with the Revenue Recognition Topic of the Financial Accounting Standards Board (FASB) Accounting Standards Codification when each of the following four criteria are met: 1) 2) 3) 4) a contract or sales arrangement exists; products have been shipped, title has transferred or services have been rendered; the price of the products or services is fixed or determinable; and collectibility is reasonably assured.

We recognize rental revenue based on the number of days a product is used by the patient or organization, at the contracted rental rate for contracted customers and generally, retail price for non-contracted customers. Sales revenue is recognized when products are shipped and title has transferred. We establish realization reserves against revenue to provide for adjustments including capitation agreements, credit memos, volume discounts, pricing adjustments, utilization adjustments, product returns, cancellations, estimated uncollectible amounts and payer adjustments based on historical experience. In addition, revenue is recognized net of administrative fees paid to GPOs. (e) Cash and Cash Equivalents We consider all highly liquid investments with an original maturity of ninety days or less to be cash equivalents. We maintain cash and cash equivalents with several financial institutions. Deposits held with banks may exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and are maintained at financial institutions of reputable credit and therefore bear minimal credit risk. (f) Fair Value of Financial Instruments The carrying amount reported in the balance sheet for cash and cash equivalents, accounts receivable, accounts payable and long-term obligations, excluding our senior credit facility and 3.25% Convertible Senior Notes (the Convertible Notes) approximates fair value. The fair value of senior credit facility and Convertible Notes was $527.3 million and $727.9 million, respectively at December 31, 2010 and $729.4 million and $676.5 million, respectively, at December 31, 2009. The fair value of our senior credit facility and the Convertible Notes is estimated based upon open-market trades at or near year end. (g) Accounts Receivable North America trade accounts receivable consist of amounts due directly from acute and extended care organizations, third-party payers (TPP), both governmental and non-governmental, and patient pay accounts. Included within the TPP accounts receivable balances are amounts that have been or will be billed to patients once the primary payer portion of the claim has been settled by the TPP. EMEA/APAC trade accounts receivable consist of amounts due primarily from acute care organizations. 79

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Significant concentrations of accounts receivable include: 2010 Acute and extended care organizations Managed care, insurance and other Medicare/Medicaid Other 56% 32% 10% 2% 2009 54% 34% 11% 1%

The domestic TPP reimbursement process requires extensive documentation, which has had the effect of slowing both the billing and cash collection cycles relative to the rest of the business, and therefore, could increase total accounts receivable. Because of the extensive documentation required and the requirement to settle a claim with the primary payer prior to billing the secondary and/or patient portion of the claim, the collection period for a claim in our homecare business may, in some cases, extend beyond one year prior to full settlement of the claim. We utilize a combination of factors in evaluating the collectibility of our accounts receivable. For unbilled receivables, we establish reserves to allow for expected denied or uncollectible items. In addition, items that remain unbilled for more than a specified period of time, or beyond an established billing window, are reserved against revenue. For billed receivables, we generally establish reserves using a combination of factors including historic adjustment rates for credit memos and cancelled transactions, historical collection experience, and the length of time receivables have been outstanding. The reserve rates vary by payer group. In addition, we record specific reserves for bad debt when we become aware of a customer's inability or refusal to satisfy its debt obligations, such as in the event of a bankruptcy filing. (h) Inventories AHS and TSS inventories Inventories are stated at the lower of cost (first-in, first-out) or market (net realizable value). Costs include material, labor, distribution and manufacturing overhead costs. Inventory expected to be converted into equipment for short-term rental is reclassified to property, plant and equipment. We review our inventory balances monthly for excess sale products or obsolete inventory levels. Inventory quantities of sale-only products in excess of anticipated demand are considered excess and are reserved at 100%. For rental products, we review both product usage and product life cycle to classify inventory as active, discontinued or obsolete. Obsolescence reserve balances are established on an increasing basis from 0% for active, high-demand products to 100% for obsolete products. The reserve is reviewed, and if necessary, adjustments are made on a monthly basis. We rely on historical information and production planning forecasts to support our reserve and utilize management's business judgment for "high risk" items, such as products that have a fixed shelf life. Once the value of inventory is reduced, we do not adjust the reserve balance until the inventory is sold or otherwise disposed. Our manufacturing plant in Athlone, Ireland currently manufactures our V.A.C.Via, Prevena, ABThera and other V.A.C. Therapy units for our global markets. Our Ireland plant also manufactures certain disposable supplies, on a high-volume automation line, which have historically been supplied by Avail Medical Products, Inc. (Avail), a subsidiary of Flextronics International Ltd. We plan to continue leveraging our existing infrastructure and manufacturing capabilities within our Athlone plant and expand internal production in the future. In 2007, we entered into a contract manufacturing agreement with Avail, which has a term of five years through November 2012 and may be renewed by agreement of both parties. Under this agreement, we have title to the raw materials used to manufacture our disposable supplies and retain title of all disposables inventory throughout the manufacturing process. The terms of this agreement provide that key indicators be provided to us that would alert us to any inability of Avail to perform under the agreement. Approximately 22.1%, 22.6% and 24.1% of our total revenue for the years ended December 31, 2010, 2009 and 2008, respectively, was generated from the sale of disposable supplies within our AHS business. LifeCell inventories Inventories are stated at the lower of cost or market, with cost being determined on a first-in, first-out basis. Inventories on hand include the cost of materials, freight, direct labor and manufacturing overhead. We record a provision for excess and obsolete inventory based primarily on inventory quantities on hand, the historical product sales and estimated forecast of future product demand and production requirements. In addition, we record a provision for tissue that will not meet tissue standards based on historic rejection rates. 80

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(i) Vendor Rebates We may receive consideration from vendors in the normal course of business in the form of rebates of purchase price paid. Our policy for accounting for these funds is in accordance with the Revenue Recognition Topic of the FASB Accounting Standards Codification. Funds are recognized as a reduction of cost of sales and inventory if the funds are a reduction of the price for the vendors products. (j) Long-Lived Assets Property, plant and equipment are stated at cost. Betterments, which extend the useful life of the equipment, are capitalized. Software development costs for internal use are capitalized pursuant to the Intangibles-Goodwill and Other Topic of the Codification. Debt issuance costs at December 31, 2010 represent fees and other direct costs incurred in connection with our borrowings. These amounts are capitalized and amortized using the effective interest method over the contractual term of the borrowing. During 2008, we capitalized $60.7 million related to the completion of our acquisition financing. (See Note 2.) Other assets consist principally of patents, trademarks, long-term investments and our investment in assets subject to leveraged leases. Patents and trademarks are amortized over the estimated useful life of the respective asset using the straight-line method unless another method is determined to be more appropriate. Patent and trademark costs associated with products for which we are no longer pursuing development are written-off to expense. Depreciation on property, plant and equipment is calculated on the straight-line method over the estimated useful lives (20 to 30 years for buildings and between three and seven years for most of our other property and equipment) of the assets. Amortization for leasehold improvements is taken over the shorter of the estimated useful life of the asset or over the remaining lease term. Depreciation expense for 2010, 2009 and 2008 was $94.7 million, $99.3 million and $97.1 million, respectively. (k) Goodwill and Other Intangible Assets Goodwill represents the excess purchase price over the fair value of net assets acquired. Goodwill is tested at least annually by reporting unit for impairment, or more frequently when events or changes in circumstances indicate that the asset might be impaired. For indefinite lived intangible assets, impairment is tested by comparing the carrying value of the asset to the fair value of the reporting unit. KCI defines its reporting units at the same level as our segments disclosed in Note 15: AHS, LifeCell and TSS. Goodwill was tested for impairment during the fourth quarter of 2010 and we determined that the estimated fair values substantially exceeded the carrying values for all of our reporting units and therefore no impairment write down was required. The fair value of each reporting unit was primarily determined using discounted cash flow models. Significant assumptions included risk-based discount rates ranging from 11% to 15%, estimated growth rates based on KCIs long-range planning model and terminal values of each reporting unit based on a growth rate of 3.5% after the 10th year. Goodwill arising from the LifeCell purchase was allocated to the applicable reporting units based on the discounted projected benefit received by that reporting unit. (See Note 4.) Identifiable intangible assets include developed technology, customer relationships, tradenames and patents. We amortize our identifiable intangible assets over 2 to 20 years, depending on the estimated economic or contractual life of the individual asset. (l) Income Taxes Deferred income taxes are accounted for using the asset and liability method of accounting for income taxes, whereby deferred tax assets and liabilities are recognized based on the tax effects of temporary differences between the financial statements and the tax bases of assets and liabilities, as measured by current enacted tax rates. When appropriate, we evaluate the need for a valuation allowance to reduce our deferred tax assets. A liability is recorded for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. We recognize interest and penalties, if any, related to unrecognized tax benefits in income tax expense. 81

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At December 31, 2010, deferred tax assets recorded by KCI increased from 2009. We have established a valuation allowance to reduce deferred tax assets associated with foreign net operating losses, certain foreign deferred tax assets and state research and development credits to an amount whose realization is more likely than not. We anticipate that the reversal of existing taxable temporary differences and future income will provide sufficient taxable income to realize the tax benefit of the remaining deferred tax assets; therefore we have not provided a valuation allowance. The effective income tax rate for 2010 was 28.0% compared to 31.6% in 2009. (m) Net Earnings Per Share Basic net earnings per share (EPS) is computed by dividing net earnings by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock. The dilutive effect is calculated based on the average share price for each fiscal period using the treasury stock method. (n) Royalties We pay royalties for the right to market many of our medical devices. Royalties are based on applicable revenue and recognized in the period that the related revenue is earned. Royalties related to rental revenue are included in rental expense. Royalties on sales revenue are included in cost of sales. (o) Self-Insurance We self-insure certain employee benefit and casualty insurance risks. Our group medical plan for U.S. employees is a qualified self-insured plan subject to specific stop loss insurance coverage. Our short-term disability plan for U.S. based employees is self-insured. The Texas Employee Injury Benefit Plan is self-insured subject to a $750,000 per occurrence retention. Our casualty insurance program has a $750,000 deductible for workers compensation, auto liability, and general liability. Our products liability program has a $500,000 self-insurance retention. Our group life and accidental death and dismemberment plan and our long-term disability plan are all fully insured. We fully accrue our retained loss liabilities, including claims incurred but not reported. Based on historical trends, we believe our accruals for retained losses are adequate to cover future losses. (p) Derivative Financial Instruments and Fair Value Measurements We use derivative financial instruments to manage the economic impact of fluctuations in interest rates. We do not use financial instruments for speculative or trading purposes. Periodically, we enter into interest rate protection agreements to modify the interest characteristics of our outstanding debt. We designated our interest rate swap agreements as cash flow hedge instruments. Each interest rate swap is designated as a hedge of interest payments associated with specific principal balances and terms of our debt obligations. These agreements involve the exchange of amounts based on variable interest rates, for amounts based on fixed interest rates over the life of the agreement, without an exchange of the notional amount upon which the payments are based. The differential to be paid or received, as interest rates change, is accrued and recognized as an adjustment to interest expense related to the debt. We also use derivative financial instruments to manage the economic impact of fluctuations in currency exchange rates on our intercompany balances and corresponding cash flows and to manage our transactional currency exposures when our foreign subsidiaries enter into transactions denominated in currencies other than their local currency. We enter into foreign currency exchange contracts to manage these economic risks. These contracts are not designated as hedges; as such, we recognize the fair value of these instruments as an asset or liability with income or expense recognized in the current period. Gains and losses resulting from the foreign currency fluctuations impact on transactional exposures are included in foreign currency gain (loss) in our consolidated statements of earnings. As required, all derivative instruments are recorded on the balance sheet at fair value. The fair values of our interest rate swap agreements and foreign currency exchange contracts are determined based on inputs that are readily available in public markets or can be derived from information available in publicly-quoted markets, which represent level 2 inputs as defined by the Codification. We estimate the effectiveness of our interest rate swap agreements utilizing the hypothetical derivative method. Under this method, the fair value of the actual interest rate swap agreement is compared to the fair value of a hypothetical swap agreement that has the same critical terms as the portion of the loan being hedged. Changes in the effective portion of the fair value of the remaining interest rate swap agreement will be recognized in other comprehensive income, net of tax, until the hedged item is recognized into earnings. 82

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(q) Foreign Currency Translation and Transaction Gains and Losses The functional currency for the majority of our foreign operations is the applicable local currency. The translation of the applicable foreign currencies into U.S. dollars is performed for balance sheet accounts using the exchange rates in effect at the balance sheet date and for revenue and expense accounts using a weighted average exchange rate during the period. Gains and losses resulting from the foreign currency translations are included in accumulated other comprehensive income. Transaction gains and losses, such as those resulting from the settlement of nonfunctional currency receivables or payables, including intercompany balances, are included in foreign currency gain (loss) in our consolidated statements of earnings. Additionally, payable and receivable balances denominated in nonfunctional currencies are marked-to-market at month-end, and the gain or loss is recognized in our consolidated statements of earnings. (r) Concentration of Credit Risk KCI has a concentration of credit risk with financial institutions related to its derivative instruments and the note hedge described in Note 5. As of December 31, 2010, Bank of America and JP Morgan Chase collectively held equity hedges related to our convertible note hedge, as described in Note 5, in notional amounts totaling $352.9 million. Bank of America was also the counterparty on some of our interest rate protection agreements and our foreign currency exchange contracts in notional amounts totaling $35.5 million and $6.2 million, respectively. Additionally, JP Morgan Chase was a counterparty on some of our foreign currency exchange contracts in notional amounts totaling $5.0 million. We use master netting agreements with our derivative counterparties to reduce our risk and use multiple counterparties to reduce our concentration of credit risk. (s) Collaborative Arrangements In September 2010, LifeCell entered into an exclusive sales and marketing agreement with Novadaq Technologies, Inc. (Novadaq) for the distribution of Novadaq's SPY Intraoperative Perfusion Assessment System in North American surgical markets. LifeCell will provide market development and commercialization activities, including professional education, clinical support, reimbursement and sales distribution. Novadaq will continue to be responsible for manufacturing, field service and research and development. We recognize revenue for transactions under this agreement in accordance with the Collaborative Arrangements topic of the Codification. Transactions under this agreement were not material for the year ended December 31, 2010. (t) Share-based Compensation We measure and recognize share-based compensation expense over the estimated service period for all share-based payment awards, including stock options, restricted stock awards and restricted stock units based on estimated fair values on the date of grant. KCI has elected to use the Black-Scholes model to estimate the fair value of option grants. We believe that the use of the Black-Scholes model meets the fair value measurement objective and reflects all substantive characteristics of the instruments being valued. Estimates of fair value are not intended to predict actual future events or the value ultimately realized by employees who receive share-based compensation awards, and subsequent events will not affect the original estimates of fair value made by us. Share-based compensation expense was recognized in the consolidated statements of earnings as follows (dollars in thousands, except per share data): 2010 Rental expenses Cost of sales Selling, general and administrative expenses Pre-tax share-based compensation expense Less: Income tax benefit Total share-based compensation expense, net of tax $ 83 $ 5,149 1,008 26,624 32,781 (11,130) 21,651 $ Year ended December 31, 2009 $ 4,974 978 26,554 32,506 (10,851) 21,655 $ $ 2008 4,955 559 20,801 26,315 (8,310) 18,005

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KCI estimates forfeitures when recognizing compensation costs. We will adjust our estimate of forfeitures as actual forfeitures differ from our estimates, resulting in the recognition of compensation cost only for those awards that actually vest. The weighted-average estimated fair value of stock options granted during 2010, 2009 and 2008 was $19.02, $11.48 and $19.52, respectively, using the Black-Scholes option pricing model with the following weighted average assumptions (annualized percentages): 2010 Expected stock volatility Expected dividend yield Risk-free interest rate Expected life (years) 44.4% 2.6% 6.2 2009 43.7% 2.2% 6.2 2008 39.4% 3.2% 6.3

The expected stock volatility is based on historical volatilities of KCI and other similar entities. The expected dividend yield is 0% as we have historically not paid cash dividends on our common stock. The risk-free interest rates for periods within the contractual life of the option are based on the U.S. Treasury yield curve in effect at the time of grant. We have chosen to estimate expected life using the simplified method as permitted rather than using our own historical expected life as there has not been sufficient history since we completed our initial public offering to allow us to better estimate this variable. (u) Research and Development The focus of our research and development program has been to invest in clinical studies and the development of new advanced wound healing systems, products and dressings. This includes the development of new and synergistic technologies across the continuum of wound care including tissue regeneration, preservation and repair, new applications of negative pressure technology, as well as upgrading and expanding our surface technologies in our TSS business and the leveraging of our core understanding of biological tissues in order to develop biosurgery products in our LifeCell business. The types of costs classified as research and development expense include salaries of technical staff, consultant costs, facilities and utilities costs related to offices occupied by technical staff, depreciation on equipment and facilities used by technical staff, supplies and materials for research and development and outside services such as prototype development and testing and third-party research and development costs. Expenditures for research and development, including expenses related to clinical studies, are expensed as incurred. (v) Shipping and Handling We include shipping and handling costs in rental expense and cost of sales, as appropriate. Shipping and handling costs on sales products recovered from customers of $4.1 million, $4.3 million and $4.2 million for the years ended December 31, 2010, 2009 and 2008, respectively, are included in sales revenue for these periods. (w) Taxes Collected from Customers and Remitted to Governmental Units Taxes assessed by a government authority that are directly imposed on a revenue producing transaction between KCI and our customers, including but not limited to sales taxes, use taxes and value added taxes, are accounted for on a net (excluded from revenues and costs) basis. (x) Advertising Expenses Advertising costs are expensed as incurred. Advertising expenses were $12.9 million, $13.3 million and $12.1 million for the years ended December 31, 2010, 2009 and 2008, respectively. (y) Seasonality Historically, we have experienced a seasonal slowing of AHS unit growth beginning in the fourth quarter and continuing into the first quarter, which we believe has been caused by year-end clinical treatment patterns, such as the postponement of elective surgeries and increased discharges of individuals from the acute care setting around the winter holidays. LifeCell has also historically experienced a similar seasonal slowing of sales in the third quarter of each year. 84

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(z) Legal Proceedings and Other Loss Contingencies We are subject to various legal proceedings, many involving routine litigation incidental to our business. The outcome of any legal proceeding is not within our complete control, is often difficult to predict and is resolved over very long periods of time. Estimating probable losses associated with any legal proceedings or other loss contingencies is very complex and requires the analysis of many factors including assumptions about potential actions by third parties. Loss contingencies are disclosed when there is at least a reasonable possibility that a loss has been incurred and are recorded as liabilities in the consolidated financial statements when it is both (1) probable or known that a liability has been incurred and (2) the amount of the loss is reasonably estimable. If the reasonable estimate of the loss is a range and no amount within the range is a better estimate, the minimum amount of the range is recorded as a liability. If a loss contingency is not probable or cannot be reasonably estimated, a liability is not recorded in the consolidated financial statements. (aa) Recently Adopted Accounting Principles In October 2009, the FASB issued Accounting Standards Update No. 2009-13 Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements a consensus of the FASB Emerging Issues Task Force. This update provides amendments to the criteria for separating consideration in multiple-deliverable arrangements. This update also significantly expands the disclosures related to a companys multiple-deliverable revenue arrangements. The amendments in this update were effective for KCI for revenue arrangements entered into or materially modified beginning January 1, 2011. The adoption of this update did not have a material impact on our results of operations or our financial position. NOTE 2. Acquisition

On May 27, 2008, we completed the acquisition of all the outstanding capital stock of LifeCell Corporation (LifeCell) for an aggregate purchase price of approximately $1.8 billion. The purchase price consisted of $1.7 billion of cash paid to acquire the outstanding common stock of LifeCell, at a price of $51.00 per share, $83.0 million in fair value of assumed vested stock options, restricted stock awards and restricted stock units, and $20.7 million of acquisition related transaction costs, which primarily consisted of fees incurred for financial advisory and legal services. The LifeCell acquisition was accounted for as a business combination using the purchase method and, accordingly, the fair value of the net assets acquired and the results of operations for LifeCell have been included in KCIs consolidated financial statements from the acquisition date forward. The allocation of the total purchase price to LifeCells net tangible and identifiable intangible assets was based on their estimated fair values as of the acquisition date. The excess of the purchase price over the identifiable intangible and net tangible assets, in the amount of $1.3 billion, was allocated to goodwill. The results of LifeCells operations since the acquisition date have been included in our consolidated financial statements. The following table reflects the unaudited pro forma consolidated results of operations for the year ended December 31, 2008, as though the acquisition of LifeCell had occurred as of January 1, 2008 (dollars in thousands, except per share data): Pro forma revenue Pro forma net earnings Pro forma net earnings per share: Basic Diluted $ $ $ $ 1,962,903 216,229 3.03 3.01

Only items with a continuing effect are presented as adjustments when preparing the pro forma statement of earnings. As a result, the unaudited pro forma results exclude the effects of the increased valuation of inventory and related costs of goods sold and the in-process research and development expense recorded in connection with the LifeCell acquisition as these represented non-recurring expenses. The unaudited pro forma financial results presented above are for illustrative purposes only and are not necessarily indicative of what actually would have occurred had the acquisition been in effect for the period presented, nor are they indicative of future operating results. 85

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NOTE 3.

Supplemental Balance Sheet Data

(a) Accounts Receivable Accounts receivable consist of the following (dollars in thousands): December 31, 2010 Gross trade accounts receivable: North America: AHS and TSS LifeCell Subtotal North America EMEA/APAC Total trade accounts receivable Less: Allowance for revenue adjustments Gross trade accounts receivable Less: Allowance for bad debt Net trade accounts receivable Other receivables $ (b) Inventories Inventories consist of the following (dollars in thousands): December 31, 2010 Finished goods and tissue available for distribution Goods and tissue in-process Raw materials, supplies, parts and unprocessed tissue $ 92,769 9,507 96,197 198,473 Less: Amounts expected to be converted into equipment short-term rental Reserve for excess and obsolete inventory $ (10,008) (15,913) 172,552 $ $ December 31, 2009 71,620 13,418 65,910 150,948 (18,538) (11,366) 121,044 $ 341,874 39,251 381,125 117,757 498,882 (87,035) 411,847 (9,970) 401,877 12,206 414,083 $ $ December 31, 2009 370,563 34,773 405,336 114,146 519,482 (96,640) 422,842 (8,851) 413,991 11,051 425,042

Inventories increased $51.5 million as of December 31, 2010 compared to our inventory balance as of December 31, 2009. This increase was due primarily to planned increases in our tissue inventory to meet the increasing demand for our AlloDerm and Strattice tissue matrix products and increases in our AHS raw materials necessary to support our launch of the new V.A.C.Via and Prevena systems. Our reserve for excess and obsolete inventory increased by $4.5 million. This increase was primarily related to a portfolio rationalization within our TSS business, reduced by disposals made during 2010. Total expense associated with this effort was $7.4 million and was recorded within selling, general and administrative expenses in 2010 in our consolidated statement of earnings. 86

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(c) Net property, plant and equipment Net property, plant and equipment consists of the following (dollars in thousands): December 31, 2010 Land Buildings Equipment for short-term rental Machinery, equipment and furniture Leasehold improvements Inventory to be converted to equipment Less accumulated depreciation $ (d) Accrued expenses and other Accrued expenses and other consist of the following (dollars in thousands): December 31, 2010 Payroll, benefits, commissions, bonuses and related taxes Royalty accrual Derivative liability Interest accruals Insurance accruals Other accrued expenses $ 83,238 $ 50,688 5,102 4,784 7,249 74,463 225,524 $ December 31, 2009 76,861 45,993 10,341 4,876 6,691 82,061 226,823 $ 741 17,810 342,428 371,736 81,869 10,007 824,591 (553,528) 271,063 $ $ December 31, 2009 741 17,806 357,126 326,453 79,540 18,538 800,204 (504,149) 296,055

$ NOTE 4. Accounting for Goodwill and Other Non-current Assets

(a) Goodwill The components of goodwill by reporting unit are listed below (dollars in thousands): December 31, 2010 AHS LifeCell TSS $ 167,639 1,118,206 43,036 1,328,881 87 $ December 31, 2009 167,639 1,118,206 43,036 1,328,881

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(b) Identifiable intangible assets Identifiable intangible assets include the following (dollars in thousands): December 31, 2010 Developed technology Customer relationships Tradenames and patents Identifiable intangible assets Accumulated amortization $ $ 238,391 185,782 151,482 575,655 (121,853) 453,802 $ $ December 31, 2009 238,391 192,204 140,234 570,829 (81,616) 489,213

Amortization expense, related to definite-lived intangibles, was approximately $52.6 million, $44.8 million, and $26.0 million for 2010, 2009 and 2008, respectively. During 2010, 2009 and 2008, we recorded approximately $37.4 million, $40.6 million and $25.0 million, respectively, of amortization expense associated with acquired identifiable intangible assets related to our LifeCell acquisition. The following table shows the estimated amortization expense, in total, to be incurred over the next five years for all definite-lived intangible assets as of December 31, 2010 (dollars in thousands): Year ending December 31, 2011 2012 2013 2014 2015 (c) Debt issuance costs As of December 31, 2010, unamortized debt issuance costs related to our current senior credit facility and convertible senior notes were $22.6 million. Amortization of debt issuance costs recorded for the years ended December 31, 2010, 2009 and 2008 were $12.6 million, $15.1 million and $7.9 million, respectively. The amortization for 2010, 2009 and 2008 includes approximately $2.3 million, $3.0 million and $860,000, respectively, of debt issuance costs written off in connection with our redemptions of our subordinated notes and prepayments on other long-term debt obligations. The remaining costs for the current senior credit facility and convertible notes are amortized on a straight-line basis or using the effective interest method, as appropriate, over the respective term of debt to which they specifically relate. 88 Estimated Amortization Expense $ 50,887 $ 50,887 $ 45,213 $ 39,539 $ 39,539

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NOTE 5.

Long-Term Debt

Long-term debt consists of the following (dollars in thousands): December 31, 2010 Senior Credit Facility due 2013 Senior Revolving Credit Facility due 2013 3.25% Convertible Senior Notes due 2015 Less: Convertible Notes Discount, net of accretion Less: current installments $ Senior Credit Facility In May 2008, we entered into a $1.3 billion senior secured credit facility due May 2013. The senior credit facility consists of a $1.0 billion term loan facility and a $300.0 million revolving credit facility. Up to $75.0 million of the revolving credit facility is available for letters of credit and up to $25.0 million of the revolving credit facility is available for swing-line loans. Amounts available under the revolving credit facility are available for borrowing and reborrowing until maturity. At December 31, 2010 and 2009, we had no revolving credit loans outstanding and had outstanding letters of credit in the aggregate amount of $11.6 million and $11.4 million, respectively. The resulting availability under the revolving credit facility was $288.4 million and $288.6 million at December 31, 2010 and 2009, respectively. Interest. Amounts outstanding under the senior credit facility bear interest at a rate equal to the base rate (defined as the higher of Bank of America's prime rate or 50 basis points above the federal funds rate) or the Eurocurrency rate (the LIBOR rate), in each case plus an applicable margin. The applicable margin varies in reference to our consolidated leverage ratio and ranges from 1.75% to 3.50% in the case of loans based on the Eurocurrency rate and 0.75% to 2.50% in the case of loans based on the base rate. As of December 31, 2010, our nominal interest rate on borrowings under the senior credit facility was 4.500%. We may choose base rate or Eurocurrency pricing and may elect interest periods of 1, 2, 3 or 6 months for the Eurocurrency borrowings. Interest on base rate borrowings is payable quarterly in arrears. Interest on Eurocurrency borrowings is payable at the end of each applicable interest period or every three months in the case of interest periods in excess of three months. Interest on all past due amounts will accrue at 2.00% over the applicable rate. Collateral. The senior credit facility is secured by a first priority lien and security interest in (a) substantially all shares of capital stock and intercompany debt of each of our present and future subsidiaries (limited in the case of certain subsidiaries to 65% of the voting stock of such entity) and (b) substantially all of our present and future real property (with a value in excess of $10 million individually), and the present and future assets of our subsidiaries that are and will be guarantors under the senior credit facility. The security interest is subject to some exceptions and permitted liens. Guarantors. Our obligations under the senior credit facility are guaranteed by each of our direct and indirect 100% owned subsidiaries, other than foreign subsidiaries or subsidiaries whose only assets are investments in foreign subsidiaries. Maturity. The senior credit facility matures on May 19, 2013. Voluntary Prepayments. We may prepay, in full or in part, borrowings under the senior credit facility without premium or penalty, subject to minimum prepayment amount and increment limitations. Mandatory Repayments. We must make periodic prepayments of an aggregate principal amount of the term loans equal to (i) 100% of the net cash proceeds of certain dispositions of property, (ii) 100% of the net cash proceeds of the issuance or incurrence of certain indebtedness, (iii) 50% of the net cash proceeds received from certain equity issuances, and (iv) 50% (or a reduced percentage determined in reference to our consolidated leverage ratio) of our domestic excess cash flow. Representations. The senior credit facility contains representations generally customary for similar facilities and transactions. 89 $ 527,333 $ 690,000 (112,543) 1,104,790 (169,500) 935,290 $ December 31, 2009 750,000 690,000 (133,839) 1,306,161 (132,353) 1,173,808

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Covenants. The senior credit facility contains affirmative and negative covenants customary for similar facilities and transactions. The material covenants and other restrictive covenants in the senior credit agreement are summarized as follows: quarterly and annual financial reporting requirements; limitations on other debt, with baskets for, among other things, the convertible senior notes, debt used to acquire fixed or capital assets, debt of foreign subsidiaries, certain intercompany debt, debt of newly-acquired subsidiaries, debt under certain nonspeculative interest rate and foreign currency swaps and up to $50 million of additional debt; limitations on other liens, with baskets for certain ordinary-course liens and liens securing certain permitted debt above; limitations on mergers or consolidations and on sales of assets with baskets for certain ordinary course asset sales and certain asset sales for fair market value; limitations on investments, with baskets for certain ordinary-course extensions of trade credit, investments in cash equivalents, certain intercompany investments, interest rate and foreign currency swaps otherwise permitted, investments constituting certain permitted debt and certain acquisitions; limitations on early retirement of subordinated debt with a basket for certain prepayments using excess cash not required to be applied to mandatory prepayment of the term loan; limitations on changes in the nature of the business, on changes in our fiscal year, and on changes in organizational documents; limitations on changes in accounting policies or reporting practices; and limitations on capital expenditures. We are permitted to pay dividends on our capital stock or effect unlimited repurchases of our capital stock when our pro forma leverage ratio, as defined in the senior credit agreement, is less than or equal to 1.75 to 1.00 and there is no default under the senior credit agreement. In the event the leverage ratio is greater than 1.75 to 1.00, open-market repurchases of our common stock are limited to $100.0 million until such time as the leverage ratio has been restored. Our senior credit facility contains financial covenants requiring us to meet certain leverage and fixed charge coverage ratios. It will be an event of default if we permit any of the following: as of the last day of any fiscal quarter, our leverage ratio of debt to EBITDA, as defined in the senior credit agreement, to be greater than a maximum leverage ratio, initially set at 3.50 to 1.00 and stepped down periodically until the fiscal quarter ended December 31, 2009, upon which date, and thereafter, the maximum leverage ratio will be 3.00 to 1.00; and as of the last day of any fiscal quarter, our ratio of EBITDA (with certain deductions) to fixed charges to be less than a minimum fixed charge coverage ratio, initially set at 1.10 to 1.00 and stepped up for the fiscal quarter ended December 31, 2008, and thereafter, to a minimum coverage ratio of 1.15 to 1.00. As of December 31, 2010, our leverage ratio of debt to EBITDA was 1.9 to 1.0. Events of Default. The senior credit facility contains events of default including, but not limited to, failure to pay principal or interest, breaches of representations and warranties, violations of affirmative or negative covenants, cross-defaults to other indebtedness, a bankruptcy or similar proceeding being instituted by or against us, rendering of certain monetary judgments against us, impairments of loan documentation or security, changes of ownership or operating control, defaults with respect to certain ERISA obligations and termination of material contracts. As of December 31, 2010 and 2009, we were in compliance with all covenants under the senior credit agreement. In January 2011, we entered into a new credit agreement which was used to refinance existing debt under the prior senior credit facility and will also be used for general corporate purposes. The new credit agreement provides for (i) a $550.0 million term A facility that matures in January 2016, and (ii) a $650.0 million revolving credit facility that matures in January 2016, which represents a $350.0 million increase from our previous revolving credit facility. The Company also has the right at any time to increase its borrowings under the new credit agreement by an aggregate additional amount up to $500.0 million. (See Note 17.) 90

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3.25% Convertible Senior Notes In 2008, we issued $690 million aggregate principal amount of 3.25% convertible senior notes due 2015 (the Convertible Notes). The notes are governed by the terms of an indenture dated as of April 21, 2008 (the Indenture). Principal Amount. At December 31, 2010, $690.0 million in aggregate principal amount of the notes was outstanding. Interest. The coupon on the notes is 3.25% per year on the principal amount. Interest began accruing from April 21, 2008, and is payable semi-annually in arrears on April 15 and October 15 of each year, beginning October 15, 2008. For 2010, 2009 and 2008 we recorded interest related to the contractual interest coupon rate totaling $22.4 million, $22.4 million and $15.6 million, respectively. Additionally, based on our estimated non-convertible borrowing rate of 7.78%, we recorded approximately $21.3 million, $19.7 million and $12.8 million of additional non-cash interest expense related to the amortization of the discount on the Convertible Notes for 2010, 2009 and 2008, respectively. Guarantor. Our wholly-owned subsidiary, KCI USA, Inc. (the Subsidiary Guarantor), has guaranteed the principal and interest payable under the notes on a contractually subordinated basis to its secured guarantee of our new credit facility and any credit facilities we enter into in the future. Ranking. The Convertible Notes are senior unsecured obligations, and rank (i) senior to any of our future indebtedness that is expressly subordinated to the notes; (ii) equally to any future senior subordinated debt; and (iii) effectively junior to any secured indebtedness to the extent of the value of the assets securing such indebtedness. In addition, the notes are structurally junior to (i) all existing and future indebtedness and other liabilities incurred by our subsidiaries and (ii) preferred stock issued by our subsidiaries, except that in the case of the guarantee of the principal and interest on the notes by the Subsidiary Guarantor, such guarantee will be (a) effectively subordinated to all of the Subsidiary Guarantors secured debt to the extent of the value of the assets securing such debt, (b) contractually subordinated to its secured guarantee of our new credit facility and any credit facilities we enter into in the future, (c) pari passu with all of its other senior indebtedness, and (d) senior to all of its indebtedness that is expressly subordinated in right of payment to the subsidiary guarantee and all of its preferred stock outstanding. Maturity. The Convertible Notes will mature on April 15, 2015, unless previously converted or repurchased in accordance with their terms prior to such date. As of December 31, 2010, the notes are classified as a non-current liability. Redemption. The Convertible Notes are not redeemable by us prior to the maturity date, but the holders may require us to repurchase the notes at 100% of the principal amount of the notes, plus accrued and unpaid interest, following a fundamental change (as defined in the Indenture). Conversion. Holders of the Convertible Notes may convert their notes at their option on any day prior to the close of business on the business day immediately preceding October 15, 2014 only if one or more of the following conditions is satisfied: (1) during any fiscal quarter commencing after June 30, 2008, if the last reported sale price of our common stock for at least 20 trading days in the period of 30 consecutive trading days ending on the last trading day of the preceding fiscal quarter is greater than or equal to 130% of the conversion price of the notes in effect on each applicable trading day; (2) during the five business day period following any five consecutive trading day period in which the trading price for the notes (per $1,000 principal amount of the notes) for each such trading day was less than 98% of the last reported sale price of our common stock on such date multiplied by the applicable conversion rate; or (3) if we make certain significant distributions to holders of our common stock or enter into specified corporate transactions. The notes are convertible, regardless of whether any of the foregoing conditions has been satisfied, on or after October 15, 2014 at any time prior to the close of business on the third scheduled trading day immediately preceding the stated maturity date. Upon conversion, holders will receive cash up to the aggregate principal amount of the notes being converted and shares of our common stock in respect of the remainder, if any, of our conversion obligation in excess of the aggregate principal amount of the notes being converted. The initial conversion rate for the notes is 19.4764 shares of our common stock per $1,000 principal amount of notes, which is equivalent to an initial conversion price of approximately $51.34 per share of common stock and represents a 27.5% conversion premium over the last reported sale price of our common stock on April 15, 2008, which was $40.27 per share. The conversion rate and the conversion price are subject to adjustment upon the occurrence of certain events, such as distributions of dividends or stock splits. 91

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Events of Default. The Indenture contains events of default including, but not limited to, failure to pay the principal amount of any note when due or upon required repurchase, failure to convert the notes into cash or shares of common stock, as applicable and as required upon the occurrence of triggering events as detailed above, failure to pay any interest amounts on any note when due if such failure continues for 30 days, failure to provide timely notice of a fundamental change, failure to comply with certain obligations upon certain consolidation, merger, or sale of assets transactions, failure to pay any indebtedness for money borrowed by us or any of our subsidiaries in excess of a specified amount, (except in certain instances) if the guarantee of the Notes by the Subsidiary Guarantor is held to be unenforceable, failure to comply with other terms and covenants contained in the notes after a specified notice period and certain events of bankruptcy, insolvency or reorganization of us or any of our significant subsidiaries. As of December 31, 2010 and 2009, we were in compliance with all covenants under the Indenture for the Convertible Notes. Note Hedge and Warrants Concurrently with the issuance of the Convertible Notes, we entered into convertible note hedge (the Note Hedge) and warrant transactions (the Warrants) with affiliates of the initial purchasers of the notes. These consist of purchased and written call options on KCI common stock. The Note Hedge and Warrants are structured to reduce the potential future economic dilution associated with conversion of the notes and to effectively increase the initial conversion price to $60.41 per share, which was approximately 50% higher than the closing price of KCIs common stock on April 15, 2008. The net cost of the Note Hedge and Warrants was $48.7 million. The Note Hedge consists of 690,000 purchased call options, representing the number of $1,000 face value Convertible Notes and approximately 13.4 million shares of KCI common stock based on the initial conversion ratio of 19.4764 shares. The strike price is $51.34, which corresponds to the initial conversion price of the Convertible Notes and is similarly subject to customary adjustments. The Note Hedge expires on April 15, 2015, the maturity date of the Convertible Notes. Upon exercise of the Note Hedge, KCI would receive from its counterparties, a number of shares generally based on the amount by which the market value per share of our common stock exceeds the strike price of the convertible note hedge as measured during the relevant valuation period under the terms of the Note Hedge. The Note Hedge is recorded in equity as a component of additional paid-in capital. The Note Hedge is anti-dilutive and therefore will have no impact on net earnings per share (EPS). The Warrants consist of written call options on 13.4 million shares of KCI common stock, subject to customary anti-dilution adjustments. Upon exercise, the holder is entitled to purchase one share of KCI common stock for the strike price of approximately $60.41 per share, which was approximately 50% higher than the closing price of KCIs common stock on April 15, 2008. KCI at its option may elect to settle the Warrant in net shares or cash representing a net share settlement. The Warrants were issued to reduce the net cost of the Note Hedge to KCI. The Warrants are scheduled to expire during the third and fourth quarters of 2015. The Warrants are recorded in equity as a component of additional paid-in capital. The Warrants will have no impact on EPS until our share price exceeds the $60.41 exercise price. Prior to exercise, if our share price exceeds the $60.41 exercise price, we will include the effect of additional shares that may be issued using the treasury stock method in our diluted EPS calculations. Interest and Future Maturities Interest paid, net of cash received from interest rate swap agreements, during 2010, 2009 and 2008 was $53.3 million, $70.0 million and $54.7 million, respectively. These amounts include any early redemption premium payments associated with the purchase or redemption of our senior subordinated notes. Future maturities of long-term debt at December 31, 2010 were (dollars in thousands): Year 2011 2012 2013 2014 2015 Thereafter 92 Amount $ 169,500 $ 226,000 $ 131,833 $ 690,000 -

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NOTE 6.

Derivative Financial Instruments and Fair Value Measurements

We are exposed to credit loss in the event of nonperformance by counterparties to the extent of the fair values of the outstanding interest rate swap agreements and foreign currency exchange contracts, but we do not anticipate nonperformance by any of the counterparties. Interest Rate Protection All derivative instruments are recorded on the balance sheet at fair value. We designated our interest rate swap agreements as cash flow hedge instruments. The swap agreements are used to manage exposure to interest rate movements by effectively changing the variable interest rate to a fixed rate. We do not use financial instruments for speculative or trading purposes. We estimate the effectiveness of our interest rate swap agreements utilizing the hypothetical derivative method. Under this method, the fair value of the actual interest rate swap agreement is compared to the fair value of a hypothetical swap agreement that has the same critical terms as the portion of the loan being hedged. Changes in the effective portion of the fair value of the remaining interest rate swap agreement will be recognized in other comprehensive income, net of tax effects, until the hedged item is recognized into earnings. The differential to be paid or received, as interest rates change, is accrued and recognized as an adjustment to interest expense related to the debt. The following chart summarizes interest rate hedge transactions effective as of December 31, 2010 and 2009 (dollars in thousands): Accounting Method Hypothetical Hypothetical Hypothetical Hypothetical Hypothetical Hypothetical Hypothetical Hypothetical Hypothetical Hypothetical Hypothetical Hypothetical Hypothetical Hypothetical Hypothetical Hypothetical Hypothetical Hypothetical Hypothetical Hypothetical Hypothetical Hypothetical Hypothetical Hypothetical Hypothetical Hypothetical Hypothetical Hypothetical Hypothetical Effective Dates 12/31/10-12/31/11 12/31/10-12/31/11 12/31/10-12/31/11 12/31/10-12/31/11 12/31/10-12/31/11 12/31/10-12/31/11 09/30/10-09/30/11 09/30/10-09/30/11 06/30/08-06/30/11 06/30/08-06/30/11 06/30/08-06/30/11 06/30/10-06/30/11 06/30/10-06/30/11 09/30/08-03/31/11 09/30/08-03/31/11 09/30/08-03/31/11 03/31/10-03/31/11 03/31/10-03/31/11 12/31/08-12/31/10 12/31/08-12/31/10 12/31/08-12/31/10 12/31/09-12/31/10 12/31/09-12/31/10 12/31/09-12/31/10 09/30/09-09/30/10 06/30/09-06/30/10 06/30/09-06/30/10 03/31/09-03/31/10 03/31/09-03/31/10 Original Notional Amount $ 25,000 $ 30,000 $ 30,000 $ 30,000 $ 30,000 $ 30,000 $ 25,000 $ 25,000 $ 100,000 $ 50,000 $ 50,000 $ 25,000 $ 25,000 $ 40,000 $ 30,000 $ 30,000 $ 50,000 $ 50,000 $ 40,000 $ 30,000 $ 30,000 $ 50,000 $ 50,000 $ 50,000 $ 50,000 $ 60,000 $ 40,000 $ 60,000 $ 40,000 93 Notional Amount at December 31, 2010 2009 $ 25,000 $ 30,000 $ 30,000 $ 30,000 $ 30,000 $ 30,000 $ 25,000 $ 25,000 $ 21,000 $ 10,500 $ 10,500 $ 25,000 $ 25,000 $ 11,000 $ 8,250 $ 8,250 $ 50,000 $ 50,000 $ 60,500 $ 30,250 $ 30,250 $ 26,800 $ 20,100 $ 20,100 $ 29,600 $ 22,200 $ 22,200 $ 50,000 $ 50,000 $ 50,000 $ 50,000 $ 60,000 $ 40,000 $ 60,000 $ 40,000 Fixed Interest Rate 0.680% 0.784% 0.775% 0.760% 0.750% 0.784% 0.637% 0.680% 3.895% 3.895% 3.895% 0.895% 0.890% 3.399% 3.399% 3.399% 0.774% 0.785% 3.030% 3.030% 3.030% 1.290% 0.955% 0.950% 1.055% 1.260% 1.260% 1.110% 1.110% Current Status Outstanding Outstanding Outstanding Outstanding Outstanding Outstanding Outstanding Outstanding Outstanding Outstanding Outstanding Outstanding Outstanding Outstanding Outstanding Outstanding Outstanding Outstanding Matured Matured Matured Matured Matured Matured Matured Matured Matured Matured Matured

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At December 31, 2010 and 2009, we had 18 and 17 interest rate swap agreements in effect, respectively, pursuant to which we have fixed the rate on an aggregate $444.5 million and $662.0 million, respectively, notional amount of our outstanding variable rate debt at a weighted average interest rate of 1.226% and 2.074%, respectively, exclusive of the Eurocurrency Rate Loan Spread as disclosed in the senior credit agreement. The Eurocurrency Rate Loan Spread varies in reference to our consolidated leverage ratio of debt to EBITDA and ranges from 1.75% to 3.50%. As of December 31, 2010, we have entered into additional interest rate swap agreements to convert $100.0 million of our variable-rate debt to a fixed rate basis. These agreements become effective in 2011 and have been designated as cash flow hedge instruments. The following chart summarizes these new agreements (dollars in thousands): Original Notional Amount $ 40,000 $ 30,000 $ 30,000 Fixed Interest Rate 0.543% 0.530% 0.578%

Accounting Method Hypothetical Hypothetical Hypothetical

Effective Dates 03/31/11-03/31/12 03/31/11-03/31/12 03/31/11-03/30/12

In January 2011, we entered into nine additional interest rate swap agreements to convert $225.0 million of our variable-rate debt to a fixed rate basis. These agreements become effective at various dates in 2011 and have been designated as cash flow hedge instruments. The following chart summarizes these new agreements (dollars in thousands): Original Notional Amount $ 25,000 $ 25,000 $ 25,000 $ 25,000 $ 25,000 $ 25,000 $ 25,000 $ 25,000 $ 25,000 Fixed Interest Rate 0.990% 0.990% 0.998% 0.995% 0.755% 0.714% 0.913% 0.940% 0.940%

Accounting Method Hypothetical Hypothetical Hypothetical Hypothetical Hypothetical Hypothetical Hypothetical Hypothetical Hypothetical

Effective Dates 03/31/11-03/31/13 03/31/11-03/31/13 03/31/11-03/28/13 03/31/11-03/31/13 06/30/11-06/29/12 06/30/11-06/29/12 09/30/11-09/30/12 09/30/11-09/28/12 09/30/11-09/30/12

We are required under the senior credit facility to enter into interest rate swaps to attain a fixed interest rate on at least 50% of our aggregate outstanding indebtedness through February 2011. As a result of the interest rate swap agreements in effect as of December 31, 2010 and 2009, approximately 93.2% and 93.9%, respectively, of our long-term debt outstanding, including the Convertible Notes, was subject to a fixed interest rate. The interest rate swap agreements have quarterly interest payments, based on three-month LIBOR, due on the last day of March, June, September and December. The fair value of the swap agreements was zero at inception. At December 31, 2010 and 2009, the aggregate fair value of our interest rate swap agreements was negative and was recorded as a liability of approximately $1.7 million and $8.4 million, respectively. This amount was also recorded in other comprehensive income, net of tax. No asset derivatives were held as of December 31, 2010 and 2009 related to our interest rate swap agreements. The ineffective portion of these interest rate swaps was not significant for 2010 and 2009. As of December 31, 2010 and 2009, the amount of hedge loss to be reclassified from Accumulated Other Comprehensive Income over the next 12 months was $1.7 million and $8.0 million, respectively. If our interest rate protection agreements were not in place, interest expense would have been approximately $9.5 million, $11.1 million and $492,000 lower for 2010, 2009 and 2008, respectively. Foreign Currency Exchange Risk Mitigation At December 31, 2010 and 2009, we had foreign currency exchange contracts to sell or purchase $92.1 million and $99.9 million, respectively, of various currencies. The periods of the foreign currency exchange contracts generally do not exceed one year and correspond to the periods of the exposed transactions or related cash flows. 94

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We also use derivative instruments to manage our transactional currency exposures when our foreign subsidiaries enter into transactions denominated in currencies other than their local currency. These nonfunctional currency exposures relate primarily to existing and forecasted intercompany receivables and payables arising from intercompany purchases of manufactured products. KCI enters into foreign currency exchange contracts to mitigate the impact of currency fluctuations on transactions denominated in nonfunctional currencies, thereby limiting risk that would otherwise result from changes in exchange rates. These contracts are not designated as hedges; as such, we recognize the fair value of these instruments as an asset or liability with income or expense recognized in the current period. The periods of the foreign currency exchange contracts generally do not exceed one year and correspond to the periods of the exposed transactions and related settlements. Fair Value Measurements The Codification defines fair value as the exit price that would be received to sell an asset or paid to transfer a liability. The Fair Value Measurements and Disclosure topic of the Codification establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. All of KCIs derivatives, as of the reporting date, use inputs considered as Level 2. The interest rate swap agreements are valued using a discounted cash flow model that takes into account the present value of the future cash flows under the terms of the agreements by using market information available as of the reporting date, including prevailing interest rates and related forward interest rate curves. The foreign currency exchange contracts are valued using a discounted cash flow model that takes into account the present value of the future cash flows under the terms of the agreements by using market information available as of the reporting date, including prevailing foreign currency exchange rates and related foreign currency exchange rate curves. The following tables set forth the location and aggregate fair value amounts of all derivative instruments with credit-related contingent features (dollars in thousands): Balance Sheet Location Derivatives designated as hedging instruments Interest rate swap agreements Derivatives not designated as hedging instruments Foreign currency exchange contracts Total derivatives Prepaid expenses and other $ Accrued expenses and other $ Prepaid expenses and other Accrued expenses and other Asset Derivatives Fair Value December 31, December 31, 2010 2009 Balance Sheet Location Liability Derivatives Fair Value December 31, December 31, 2010 2009

- $

1,677 $

8,436

364 364 $ 95

995 995

3,425 5,102 $

1,905 10,341

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The location and net amounts reported in the Statements of Earnings or in Accumulated Other Comprehensive Income (OCI) for derivatives designated as cash flow hedging instruments under the Derivatives and Hedges topic of the Codification are as follows (dollars in thousands): Year ended December 31, Effective portion Location of loss reclassified from accumulated OCI into income 2008 $ (8,926) Interest expense $ 2010 6,185

Derivatives designated as cash flow hedging instruments 2010 Interest rate swap agreements $ (1,780)

Amount of loss recognized in OCI on derivative 2009 $ (4,133)

Amount of loss reclassified from accumulated OCI into income 2009 $ 7,244 $ 2008 320

KCIs foreign currency exchange contracts are not designated as hedging instruments under the Derivatives and Hedges topic of the Codification. The gain or loss recognized on the foreign currency exchange contracts is included in the Consolidated Statements of Earnings under the caption Foreign currency gain (loss). The following table summarizes the composition of foreign currency gain (loss) (dollars in thousands): 2010 Foreign currency exchange contracts gain (loss) Other foreign currency transaction gain (loss) $ $ 269 (4,769) (4,500) Year Ended December 31, 2009 $ $ (8,206) 4,202 (4,004) $ $ 2008 692 616 1,308

Certain of KCIs derivative instruments contain provisions that require compliance with the restrictive covenants of our credit facilities. (See Note 5.) If we default under our credit facilities, the lenders could require immediate repayment of the entire principal. If those lenders require immediate repayment, we may not be able to repay them which could result in the foreclosure of substantially all of our assets. In these circumstances, the counterparties to the derivative instruments could request immediate payment or full collateralization on derivative instruments in net liability positions. All of our derivative counterparties are also parties to our credit facilities. No collateral has been posted by KCI in the normal course of business. If the credit-related contingent features underlying these agreements were triggered on December 31, 2010, KCI could be required to settle or post the full amount as collateral to its counterparties. We did not have any measurements of financial assets or financial liabilities at fair value on a nonrecurring basis at December 31, 2010 or 2009. NOTE 7. Leasing Obligations

We are obligated for equipment under various capital leases, which expire at various dates during the next four years. At December 31, 2010 and 2009, the gross amount of equipment under capital leases totaled $1.2 million and $2.5 million and related accumulated depreciation was approximately $0.9 million and $1.5 million, respectively. We lease our headquarters facility, computer and telecommunications equipment, service vehicles, office space, various storage spaces and manufacturing facilities under non-cancelable operating leases, which expire at various dates over the next 23 years. Total rental expense for operating leases was $41.7 million, $40.6 million and $37.7 million for the years ended December 31, 2010, 2009 and 2008, respectively. 96

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Future minimum lease payments under capital and non-cancelable operating leases, including our headquarters facility (with initial or remaining lease terms in excess of one year) as of December 31, 2010 are as follows (dollars in thousands): Capital Leases 2011 2012 2013 2014 2015 Thereafter Total minimum lease payments Less amount representing interest Present value of net minimum capital lease payments Less current portion Obligations under capital leases, excluding current installments NOTE 8. Income Taxes $ $ 159 98 48 1 306 (34) 272 (143) 129 $ Operating Leases 43,849 31,909 20,009 12,316 9,583 29,487 147,153

The following table summarizes earnings before income taxes of U.S. and foreign operations (dollars in thousands): 2010 Domestic Foreign $ $ The following table summarizes the composition of income taxes (dollars in thousands): 2010 Current: Federal State International Total current expense Deferred: Federal State International Total deferred tax expense (benefit) $ 97 $ 126,646 26,570 7,589 160,805 (51,316) (8,985) (915) (61,216) 99,589 $ Year Ended December 31, 2009 $ 83,234 21,055 16,513 120,802 (6,067) (2,065) (6,991) (15,123) 105,679 $ $ 2008 9,586 15,704 12,357 37,647 74,595 135 (3,653) 71,077 108,724 243,053 112,620 355,673 Year Ended December 31, 2009 $ $ 234,436 99,945 334,381 $ $ 2008 187,022 88,146 275,168

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The reconciliation of the U.S. federal statutory rate to the consolidated effective tax rate is as follows: 2010 Computed "expected" tax expense State income taxes, net of federal benefit Non-deductible in-process research & development Nondeductible meals and entertainment Foreign income taxed at other than U.S. rates Section 199 production deduction Research and development credit Non-deductible Stock Options Other, net 35.0% 3.4 0.6 (10.3) (1.0) (0.3) 0.6 28.0% Year Ended December 31, 2009 35.0% 3.2 0.6 (6.8) (0.6) (0.4) 0.4 0.2 31.6% 2008 35.0% 2.8 7.8 0.7 (6.8) (0.5) (0.5) 0.5 0.5 39.5%

The tax effects of temporary differences which give rise to significant portions of the deferred tax assets and liabilities consist of the following (dollars in thousands): December 31, December 31, 2010 2009 Deferred Tax Assets: Accounts receivable, principally due to allowance for doubtful accounts Foreign net operating loss carry forwards Loan fees Convertible note hedge Accrued liabilities Deferred foreign tax asset Inventories, principally due to additional costs capitalized for tax purposes pursuant to the Tax Reform Act of 1986 Share-based compensation Accrued Interest Derivatives Other Total gross deferred tax assets Less: valuation allowances Net deferred tax assets Deferred Tax Liabilities: Intangibles amortized for book not tax Deferred state tax liability Convertible debt instruments Plant and equipment, principally due to differences in depreciation and basis Net intangible assets, deducted for book purposes over a longer life than for tax purposes Other Total gross deferred tax liabilities Net deferred tax asset (liability) Less: current deferred tax asset Less: non-current deferred tax asset Non-current deferred tax liability 98 $ $ 15,063 $ 12,323 3,289 35,543 7,164 23,160 6,616 24,084 4,758 587 541 133,128 (15,335) 117,793 (133,800) (16,246) (39,700) (32,197) (9,918) (2,055) (233,916) (116,123) (30,112) (17,151) (163,386) $ 5,289 8,415 2,494 42,377 5,838 20,777 4,539 20,428 1,522 2,959 2,511 117,149 (10,322) 106,827 (146,764) (19,856) (46,844) (64,345) (8,889) (3,158) (289,856) (183,029) (11,715) (17,513) (212,257)

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The change in the balance sheet deferred tax accounts reflect deferred income tax expense, the deferred tax impact of other comprehensive income items and purchase accounting adjustments for the LifeCell acquisition. At December 31, 2010, $300,000 of state research and development credits and $46.9 million of foreign tax losses were available for carryforward. The losses and credits generally expire within a period of three to 20 years, with some foreign losses available indefinitely. We have valuation allowances of $300,000 associated with our state research and development credit carryforwards, $12.3 million associated with foreign loss carryforwards, and approximately $2.7 million associated with certain foreign deferred tax assets due to uncertainties regarding their realizability. The net valuation allowance increased by $5.0 million in 2010 and decreased by $1.5 million and $2.9 million in 2009 and 2008, respectively. We believe that the remaining deferred income tax assets will be realized based upon historical pre-tax earnings, adjusted for reversals of existing taxable temporary differences. Accordingly, we believe that no additional valuation allowances are necessary. KCI operates in multiple tax jurisdictions with varying rates, both inside and outside the United States and is routinely under audit by federal, state and foreign tax authorities. These reviews can involve complex matters that may require an extended period of time for resolution. KCI's U.S. federal income tax returns have been examined and settled through fiscal year 2006. In addition, KCI has ongoing audits in various state and local jurisdictions, as well as audits in various foreign jurisdictions. We provide tax reserves for federal, state, local and international uncertain tax positions. The development of these tax positions requires subjective, critical estimates and judgments about tax matters, potential outcomes and timing. Although the outcome of open tax examinations is uncertain, in management's opinion, adequate provisions for income taxes have been made for potential liabilities emanating from these reviews. If actual outcomes differ materially from these estimates, they could have a material impact on our financial condition and results of operations. Differences between actual results and assumptions, or changes in assumptions in future periods, are recorded in the period they become known. To the extent additional information becomes available prior to resolution, such accruals are adjusted to reflect probable outcomes. At December 31, 2010 and 2009, we had $35.6 million and $29.1 million, respectively, of unrecognized tax benefits that were classified as long-term liabilities, of which $21.8 million and $25.1 million, would favorably impact our effective tax rate, if recognized. The reconciliation of the allowance for uncertain tax positions is as follows (dollars in thousands): December 31, 2010 Balance at beginning of year Net additions for tax positions of prior years Net reductions for tax positions of prior years Net additions on positions related to the current year Settlements Reductions resulting from a lapse of the applicable statute of limitation Balance at end of year Accrued interest and penalties Gross unrecognized income tax benefit $ $ $ 22,155 11,003 (4,388) 2,499 (1,316) (1,848) 28,105 7,483 35,588 $ $ December 31, 2009 $ 19,293 6,274 (5,913) 3,200 (699) 22,155 6,919 29,074

KCIs continuing practice is to recognize interest and penalties related to income tax matters in income tax expense. KCI recognized an increase of net interest and penalties in the Consolidated Statement of Earnings of approximately $0.6 million in 2010 comprised of an increase of $0.9 million associated with ongoing accruals and a decrease of $0.3 million associated with releases. In 2009, KCI recognized in the Consolidated Statement of Earnings a net decrease in interest and penalties of approximately $0.1 million comprised of a decrease of $1.7 million associated with releases and an increase of $1.6 million related to ongoing accruals. Additionally, $7.4 million and $6.9 million of interest and penalties were recorded in the consolidated balance sheets as of December 31, 2010 and 2009, respectively. 99

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KCI is subject to U.S. federal income tax, multiple state taxes, and foreign income tax. In general, the tax years 2005 through 2009 remain open in the major taxing jurisdictions, with some state and foreign jurisdictions remaining open longer, as the result of net operating losses and longer statutes. KCI is periodically under examination in multiple tax jurisdictions. It is reasonably possible that these examinations or statutes could close at various times within the next twelve months. As a result, between $1.0 million and $1.8 million of our unrecognized tax benefit could be reduced within the next twelve months. The cumulative undistributed earnings of our foreign subsidiaries were approximately $764.9 million, $756.3 million and $592.8 million at December 31, 2010, 2009 and 2008, respectively. These earnings are considered to be permanently reinvested in foreign operations and, accordingly, no provision for U.S. federal or state income taxes has been provided thereon. Upon distribution of those earnings in the form of dividends or otherwise, we would be subject to both U.S. income taxes (subject to an adjustment for foreign tax credits) and withholding taxes payable to various foreign countries. Determination of the amount of unrecognized deferred U.S. income tax liability is not practicable because of the complexities associated with its hypothetical calculation. Income taxes paid were $184.3 million, $91.6 million and $44.9 million for the years ended 2010, 2009 and 2008, respectively. NOTE 9. Shareholders' Equity

Under our Articles of Incorporation, we are authorized to issue up to 225,000,000 shares of common stock, $0.001 par value (the "Common Stock") and up to 50,000,000 shares of preferred stock, $0.001 par value. The number of shares of Common Stock issued and outstanding as of December 31, 2010 and 2009 was 71,995,502 and 71,255,711, respectively. On May 27, 2009, KCIs shareholders approved and authorized certain issuances of shares of common stock upon conversion of our 3.25% Convertible Senior Notes. During the years ended December 31, 2010 and 2009, there were no preferred stock shares issued or outstanding. NOTE 10. Incentive Compensation Plans

Investment Plan We have an Investment Plan intended to qualify as a deferred compensation plan under Section 401(k) of the Internal Revenue Code of 1986. The Investment Plan is available to all domestic employees and we match employee contributions up to a specified limit. In 2010, 2009 and 2008, matching contributions charged to expense were approximately $9.3 million, $9.5 million and $8.0 million, respectively. Stock Option Plans In December 1997, the Board of Directors approved the 1997 Management Equity Plan (the Management Equity Plan). In January of 2004, the Board of Directors determined that no new equity grants would be made under the Management Equity Plan. The maximum aggregate number of shares of common stock that could be issued in connection with grants under the Management Equity Plan, as amended, was approximately 13.9 million shares, subject to adjustment as provided for in the plan. Outstanding grants under the Management Equity Plan are administered by the Compensation Committee of the Board of Directors. The exercise price and term of options granted under the Management Equity Plan have been determined by the Compensation Committee or the entire Board of Directors. However, in no event has the term of any option granted under the Management Equity Plan exceeded ten years. The 2003 Non-Employee Directors Stock Plan (the Directors Stock Plan) became effective on May 28, 2003, and was amended and restated on November 9, 2004, November 15, 2005, November 28, 2006, and December 4, 2007. In May of 2008, upon approval of the Kinetic Concepts, Inc. 2008 Omnibus Stock Incentive Plan, the Board of Directors determined that no new equity grants would be made under the Directors Stock Plan. The maximum aggregate number of shares of common stock that could be issued in connection with grants under the Directors Stock Plan was 400,000 shares, subject to adjustment as provided for in the plan. The exercise price of options granted under this plan was determined as the fair market value of the shares of our common stock, which was equal to the closing price of our common stock on the date that such option was granted. The options granted vest and become exercisable incrementally over a period of three years. The right to exercise an option terminates seven years after the grant date, unless sooner as provided for in the Directors Stock Plan. Outstanding grants under the Directors Stock Plan are administered by the Compensation Committee of the Board of Directors. During 2010, 2009 and 2008, no options to purchase shares of common stock or restricted stock were granted under this plan. 100

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On February 9, 2004, KCIs shareholders approved the 2004 Equity Plan (the 2004 Equity Plan) and the 2004 Employee Stock Purchase Plan (the ESPP). In May of 2008, upon approval of the Kinetic Concepts, Inc. 2008 Omnibus Stock Incentive Plan, the Board of Directors determined that no new equity grants would be made under the 2004 Equity Plan. The 2004 Equity Plan was effective on February 27, 2004 and reserved for issuance a maximum of 7,000,000 shares of common stock to be awarded as stock options, stock appreciation rights, restricted stock and/or restricted stock units. Of the 7,000,000 shares, 20% could be issued in the form of restricted stock, restricted stock units or a combination of the two. The exercise price of options granted under the 2004 Equity Plan was equal to KCIs closing stock price on the date that such option was granted. The options granted vest and become exercisable incrementally over a period of four years unless otherwise provided in the option award agreement. The right to exercise an option terminates ten years after the grant date, unless sooner as provided for in the plan. Restricted stock and restricted stock units granted under the 2004 Equity Plan generally vest over a period of three to six years unless otherwise provided in the award agreement. The fair value of the restricted stock and restricted stock units was determined on the grant date based on KCIs closing stock price. The likelihood of meeting the performance criteria was considered when determining the vesting period on a periodic basis. Restricted stock and restricted stock units granted are classified primarily as equity awards. During 2010 and 2009, no options to purchase shares of common stock or restricted stock were granted under this plan. During 2008, we granted approximately 1,676,000 options to purchase shares of common stock under the 2004 Equity Plan. Additionally, during 2008, we issued approximately 408,000 of restricted stock and restricted stock units under the 2004 Equity Plan at a weighted average estimated fair value of $46.32. The ESPP became effective in the second quarter of 2004. The maximum number of shares of common stock reserved for issuance under the ESPP is 2,500,000 shares. Under the ESPP, each eligible employee is permitted to purchase shares of our common stock through regular payroll deductions in an amount between 1% and 10% of the employee's compensation for each payroll period, not to exceed $25,000 per year. The ESPP provides for six-month offering periods. Each six-month offering period will be composed of an identical six-month purchase period. Participating employees are able to purchase shares of common stock with payroll deductions at a purchase price equal to 85% of the fair market value of the common stock at either the beginning of each offering period or the end of each respective purchase period, whichever price is lower. During 2010, 2009 and 2008, there were approximately 218,000, 281,000 and 172,000 shares of common stock purchased, respectively, under the ESPP. On May 20, 2008, the shareholders of the company approved the Kinetic Concepts, Inc. 2008 Omnibus Stock Incentive Plan (the 2008 Plan), which provides for the reservation of 6,125,000 shares of KCIs common stock, plus any and all shares of common stock that would have been returned to the Directors Stock Plan and the 2004 Equity Plan by reason of expiration of its term or cancellation upon termination of employment or service. No additional grants will be made under either the Directors Stock Plan or the 2004 Equity Plan. The 2008 Plan is administered by the Compensation Committee of the KCI Board of Directors, and provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, stock bonuses, cash awards, or any combination of the foregoing. The exercise price per share of stock purchasable under the 2008 Plan shall be determined by the administrator in its sole discretion at the time of grant but shall not be less than 100% of the fair market value of the stock on such date. The term of each stock option shall be fixed by the administrator, but no stock option shall be exercisable more than ten years after the date such stock option is granted. During 2010, 2009 and 2008, we granted approximately 1,236,000, 1,703,000 and 227,000 options, respectively, to purchase shares of common stock under the 2008 Plan. Additionally, during 2010, 2009 and 2008, we issued approximately 464,000, 465,000 and 46,000 shares of restricted stock and restricted stock units under the 2008 Plan at a weighted average estimated fair value of $40.89, $25.62 and $34.78, respectively. The following table summarizes the number of common shares reserved for future issuance under our stock option plans, excluding shares issuable upon exercise of outstanding options and restricted stock units, as of December 31, 2010: 2004 Employee Stock Purchase Plan 2008 Omnibus Stock Incentive Plan 1,436,394 4,176,966 5,613,360 101

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A summary of our stock option activity, and related information, for the year ended December 31, 2010 is set forth in the table below: Weighted Average Remaining Contractual Term (years)

Options (in thousands) Options outstanding January 1, 2010 Granted Exercised Forfeited/Expired Options outstanding December 31, 2010 Exercisable as of December 31, 2010 5,398 1,236 (433) (731) $ $ $ $

Weighted Average Exercise Price 38.45 40.64 28.21 42.58 39.20 42.72

Aggregate Intrinsic Value (in thousands)

5,470 $ 2,511 $

7.03 5.97

$ $

29,764 8,962

The intrinsic value for stock options is defined as the difference between the current market value and the grant price. The total intrinsic value of stock options exercised during 2010, 2009 and 2008 was $6.4 million, $3.4 million and $1.9 million, respectively. Cash received from stock options exercised during 2010, 2009 and 2008 was $12.2 million, $1.9 million and $2.5 million, respectively, and the actual tax benefit from stock option exercises totaled $2.2 million, $1.2 million and $583,000, respectively. The fair value of stock options granted during 2010, 2009 and 2008 was $19.02, $11.48 and $19.52, respectively. As of December 31, 2010, there was $30.1 million of total unrecognized compensation cost, net of estimated forfeitures, related to non-vested stock options granted under our various plans. This unrecognized compensation cost is expected to be recognized over a weighted average period of 2.3 years. The 2009 stock option grants include approximately 205,000 shares of performance based stock options granted to certain executives. The vesting for these options is based on revenue, earnings per share and other performance milestones set forth by the Compensation Committee of the Board of Directors. As of December 31, 2010, it has been determined that it is not probable that the performance milestones will be met. As such, no compensation cost has been recorded for these options. If it becomes probable in the future that the performance milestones will be met, a cumulative catch-up adjustment will be made to record compensation expense for these options. During 2010, 2009 and 2008, we issued approximately 464,000, 465,000 and 454,000 shares of restricted stock and restricted stock units under our equity plans, respectively. The following table summarizes restricted stock activity for the year ended December 31, 2010: Number of Shares (in thousands) Unvested Shares January 1, 2010 Granted Vested and Distributed Forfeited Unvested Shares December 31, 2010 992 464 (145) (210) 1,101 $ $ $ $ $ Weighted Average Grant Date Fair Value 37.96 40.89 48.86 39.74 37.41

The weighted average grant date fair value of restricted stock granted during 2010, 2009 and 2008 was $40.89, $25.62 and $45.14, respectively. The total fair value of restricted stock which vested during 2010, 2009 and 2008 was approximately $7.1 million, $5.4 million and $4.4 million, respectively. As of December 31, 2010, there was $13.0 million of total unrecognized compensation cost related to non-vested restricted stock granted under our plans. This unrecognized compensation cost is expected to be recognized over a weighted average period of 1.3 years. 102

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The 2008 restricted stock units include 87,300 shares of performance based restricted stock granted to certain executives. The lapsing of restrictions for these units is based on revenue performance milestones set forth by the Compensation Committee of the Board of Directors. As of December 31, 2010, it has been determined that it is not probable that the performance milestones will be met. As such, no compensation cost has been recorded on these units. The 2010 restricted stock units include 130,126 shares of performance based restricted stock units granted to certain executives. The lapsing of restrictions for these units is based on free cash flow milestones set forth by the Compensation Committee of the Board of Directors. As of December 31, 2010, it has been determined that it is not probable that all of the performance measures will be met. As such, only 40% of the maximum potential compensation cost has been recorded on these units. The 2010 restricted stock units include 35,000 shares of performance based restricted stock units granted to a certain executive. The lapsing of restrictions for these units is based on product revenue set forth by the Compensation Committee of the Board of Directors. As of December 31, 2010, it has been determined that it is not probable that these performance measures will be met. As such, no compensation cost has been recorded on these units. If it becomes probable in the future that the performance milestones will be met, a cumulative catch-up adjustment will be made to record compensation expense. KCI has a policy of issuing new shares to satisfy stock option exercises and restricted stock award issuances. In addition, KCI may purchase shares in connection with the net share settlement exercise of employee stock options for minimum tax withholdings and exercise price and the withholding of shares to satisfy the minimum tax withholdings on the vesting of restricted stock. NOTE 11. Other Comprehensive Income

The components of other comprehensive income are as follows (dollars in thousands): 2010 Net earnings Foreign currency translation adjustment, net of taxes of $(118) in 2010, $(148) in 2009 and $565 in 2008 Net derivative gain (loss), net of taxes of $(958) in 2010, $(2,226) in 2009 and $(4,806) in 2008 Amount of loss reclassified from accumulated OCI into income, net of taxes of $3,330 in 2010, $3,901 in 2009 and $172 in 2008 Total comprehensive income 103 $ 256,084 (2,923) (1,780) 6,185 $ 257,566 $ Year ended December 31, 2009 $ 228,702 3,822 (4,133) 7,244 235,635 $ $ 2008 166,444 (22,170) (8,926) 320 135,668

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The components of accumulated other comprehensive income are as follows (dollars in thousands): Accumulated Foreign Currency Translation Adjustment Balances at January 1, 2008 Foreign currency translation adjustment, net of taxes of $565 Net derivative loss, net of taxes of $(4,806) Reclassification adjustment for derivative losses included in income, net of taxes of $172 Balances at December 31, 2008 Foreign currency translation adjustment, net of taxes of $(148) Net derivative loss, net of taxes of $(2,226) Reclassification adjustment for derivative losses included in income, net of taxes of $3,901 Balances at December 31, 2009 Foreign currency translation adjustment, net of taxes of $(118) Net derivative loss, net of taxes of $(958) Reclassification adjustment for derivative losses included in income, net of taxes of $3,330 Balances at December 31, 2010 NOTE 12. Earnings Per Share $ $ $ $ Accumulated Derivative Gains (Losses) Accumulated Other Comprehensive Income - $ (8,926) 320 (8,606) $ (4,133) 7,244 (5,495) $ (1,780) 6,185 (1,090) $ 39,782 (22,170) (8,926) 320 9,006 3,822 (4,133) 7,244 15,939 (2,923) (1,780) 6,185 17,421

39,782 $ (22,170) 17,612 $ 3,822 21,434 $ (2,923) 18,511 $

Net earnings per share were calculated using the weighted average number of common shares outstanding. (See Note 1(m).) The following table sets forth the reconciliation from basic to diluted weighted average shares outstanding and the calculations of net earnings per share (in thousands, except per share data): 2010 Net earnings Weighted average shares outstanding: Basic Dilutive potential common shares from stock options and restricted stock (1) Diluted Basic net earnings per share Diluted net earnings per share $ $ $ 256,084 70,869 879 71,748 3.61 3.57 $ $ Year ended December 31, 2009 $ 228,702 70,110 432 70,542 3.26 3.24 $ $ $ 2008 166,444 71,464 321 71,785 2.33 2.32

(1) Potentially dilutive stock options and restricted stock totaling 4,219 shares, 5,836 shares and 4,977 shares for 2010, 2009 and 2008, respectively, were excluded from the computation of diluted weighted average shares outstanding due to their antidilutive effect. 104

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Holders of our Convertible Notes may convert the Convertible Notes into cash, and if applicable, shares of our common stock at the applicable conversion rate, at their option any day prior to October 15, 2014 if specific conditions are satisfied. (See Note 5.) The Convertible Notes will have no impact on diluted earnings per share unless the price of our common stock exceeds the conversion price (initially $51.34 per share) because the principal amount of the Convertible Notes will be settled in cash upon conversion. Prior to conversion, we will use the treasury stock method to include the effect of the additional shares that may be issued if our common stock price exceeds the conversion price. The convertible note hedge purchased in connection with the issuance of our Convertible Notes is excluded from the calculation of diluted earnings per share as its impact is always anti-dilutive. The warrant transactions associated with the issuance of our Convertible Notes will have no impact on EPS unless our share price exceeds the $60.41 exercise price. NOTE 13. Commitments and Contingencies

Intellectual Property Litigation As the owner and exclusive licensee of patents, from time to time, KCI is a party to proceedings challenging these patents, including challenges in U.S. federal courts, foreign courts and before the U.S. Patent and Trademark Office (USPTO). Additionally, from time to time, KCI is a party to litigation we initiate against others we contend infringe these patents, which often results in counterclaims regarding the validity of such patents. It is not possible to reliably predict the outcome of the proceedings described below. However, if we are unable to effectively enforce our intellectual property rights, third parties may become more aggressive in the marketing of competitive products around the world. U.S. Intellectual Property Litigation For the last several years, KCI and its affiliates have been involved in multiple patent infringement suits where claims under the Wake Forest Patents licensed to KCI have been asserted against providers of competing NPWT products. In October 2010, the Federal District Court for the Western District of Texas entered an order in the Smith & Nephew case described below, invalidating the Wake Forest patent claims asserted in the case. In light of the ruling, KCI believes that continued payment of the royalties scheduled under the Wake Forest license is inappropriate. On February 28, 2011, KCI filed suit in the Federal District Court for the Western District of Texas seeking a declaratory judgment that KCI no longer owes royalties based on the patents in suit because the relevant patent claims are invalid or not infringed. This legal action also follows protracted but unsuccessful negotiations with Wake Forest to reach a reduced royalty rate or its equivalent due to the various invalidity rulings around the world. Going forward, during the pendency of the Wake Forest royalty litigation, KCI does not plan to pay or accrue royalties under the license agreement with Wake Forest. Historical royalties under the license agreement have been accrued and are reflected in our consolidated financial statements for the year ended December 31, 2010. In addition, we have accrued royalties under the license agreement through February 27, 2011. For the years ended December 31, 2010, 2009 and 2008, royalty payments to Wake Forest under the licensing agreement were approximately $86 million, $89 million and $93 million, respectively. Although an answer has not been filed in this case, it is likely that Wake Forest will claim damages against KCI for breach of contract or patent infringement. We believe that our defenses to any damages claims are meritorious and we intend to vigorously defend against any such claims. It is not possible to estimate damages that may result if we are unsuccessful in the litigation. In addition, as a result of the Wake Forest royalty litigation, KCI does not plan to join Wake Forest in the continued enforcement of the Wake Forest Patents against alleged infringers. KCI likely will be required to withdraw from each of the cases described below that involve the Wake Forest Patents, including any appeal of the Smith & Nephew litigation. In May 2007, KCI, its affiliates and Wake Forest filed two related patent infringement suits: one case against Smith & Nephew and a second case against Medela, for the manufacture, use and sale of NPWT products which we alleged infringe claims of patents licensed exclusively to KCI by Wake Forest. In October 2010, the Federal District Court for the Western District of Texas entered an order in the Smith & Nephew case invalidating the patent claims involved in the lawsuit. As a result, KCI has initiated the Wake Forest royalty litigation described above, and KCI is not planning to participate in any appeal of the Smith & Nephew litigation. The case against Medelas gauze-based devices remains pending, but was recently stayed by the Federal District Court. The Medela case, and KCIs involvement in it, could be impacted by the decision in the Smith & Nephew matter and by the Wake Forest royalty litigation described above. 105

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In January 2008, KCI, its affiliates and Wake Forest filed a patent infringement lawsuit against Innovative Therapies, Inc. (ITI) in the U.S. District Court for the Middle District of North Carolina. The federal complaint alleges that a NPWT device introduced by ITI in 2007 infringes three Wake Forest patents which are exclusively licensed to KCI. This case, and KCIs involvement in it, could be impacted by the decision in the Smith & Nephew matter and by the Wake Forest royalty litigation described above. Also in January and June of 2008, KCI and its affiliates filed separate suits in state District Court in Bexar County, Texas, against ITI and several of its principals, all of whom are former employees of KCI. These cases have now been consolidated into a single case. The claims in this case include breach of confidentiality agreements, conversion of KCI technology, theft of trade secrets and conspiracy. We are seeking damages and injunctive relief in the state court case. At this time, neither the patent infringement case nor the state court case against ITI and its principals is set for trial. In December 2008, KCI, its affiliates and Wake Forest filed a patent infringement lawsuit against Boehringer Wound Systems, LLC, Boehringer Technologies, LP, and Convatec, Inc. in the U.S. District Court for the Middle District of North Carolina. The federal complaint alleges that an NPWT device manufactured by Boehringer and commercialized by Convatec infringes Wake Forest patents which are exclusively licensed to KCI. In February 2009, the defendants filed their answer, which includes affirmative defenses and counterclaims alleging non-infringement and invalidity of the Wake Forest patents. This case is not currently set for trial. This case, and KCIs involvement in it, could be impacted by the decision in the Smith & Nephew matter and by the Wake Forest royalty litigation described above. International Intellectual Property Litigation In June 2007, Medela filed a patent nullity suit in the German Federal Patent Court against Wake Forests German patent corresponding to European Patent No. EP0620720 (the 720 Patent). In March 2008 and February 2009, Mlnlycke Health Care AB and Smith & Nephew, respectively, joined the nullity suit against the 720 Patent. In March 2009, the German Federal Patent Court ruled the German patent corresponding to the 720 Patent invalid. KCI and Wake Forest have appealed that decision. This case, and KCIs involvement in it, could be impacted by the Wake Forest royalty litigation described above. In March 2009, KCI and its affiliates filed a patent infringement lawsuit asserting Australian counterparts to the Wake Forest Patents against Smith & Nephew in the Federal Court of Australia, requesting preliminary injunctive relief to prohibit the commercialization of a Smith & Nephew negative pressure wound therapy dressing kit. The Federal Court issued a temporary injunction in the case, which was subsequently overturned by the Full Court of the Federal Court of Australia. A full trial on validity and infringement of the Wake Forest patent involved in the case was held in 2010. A ruling in this case could be made at any time. This case, and KCIs involvement in it, may be impacted by the Wake Forest royalty litigation described above. In March 2009, KCI's German subsidiary filed a request for a preliminary injunction with the German District Court of Dsseldorf to prevent commercialization of a Smith & Nephew negative pressure wound therapy system that KCI believes infringes the German counterpart of KCIs European Patent No. EP0777504 (the 504 Patent). Following a hearing in July 2009 on this matter, the Court denied KCIs request for preliminary injunction. Also, in April 2009, KCI's German subsidiary filed a patent infringement lawsuit against Smith & Nephew, GmbH Germany in the German District Court of Mannheim. The lawsuit alleges that the negative pressure wound therapy systems commercialized by Smith & Nephew infringe the 504 Patent and another German patent owned by KCI corresponding to European Patent No. EP0853950 (the 950 Patent). A trial was held in October 2009 on the 504 Patent claims, after which the Court dismissed KCIs infringement allegations. KCI is appealing this decision. A trial on KCIs 950 Patent claims was held in June 2010, and in September 2010, the Court issued its ruling finding that components used with Smith & Nephews negative pressure wound therapy systems infringe the 950 Patent. Smith & Nephew is appealing this decision. In July 2009, KCI and its affiliates filed a request for a preliminary injunction with the Paris District Court in France to prevent commercialization of Smith & Nephews NPWT system that KCI believes infringes the French counterpart of the 504 Patent. A hearing on KCIs request for preliminary injunction was held in October 2009 in France. In November 2009, the Paris District Court denied KCIs request for a preliminary injunction. A trial in France on this matter is expected in March 2011. 106

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Also in July 2009, KCI and its affiliates filed patent infringement lawsuits against Smith & Nephew in the United Kingdom and its affiliates in France alleging infringement of the 504 Patent and the 950 Patent in those countries. KCI withdrew its request for a preliminary injunction in the United Kingdom based on the 504 Patent and the 950 Patent and proceeded to trial in May 2010.In June 2010, the Court in the United Kingdom ruled the claims at issue from the 504 Patent and 950 Patent to be valid and infringed by Smith & Nephews Renasys NPWT systems. In July 2010, the Court ordered that Smith & Nephew be enjoined from further infringement of the 504 Patent and 950 Patent. The Court stayed the injunction pending appeal, which was heard on October 18-19, 2010. On November 28, 2010 the Court of Appeal upheld the validity of key claims of both patents, and the finding of infringement on the 950 Patent. Smith & Nephew has since notified the Court that it will modify its products to avoid infringement and that its modified NPWT products will stay on the market in the United Kingdom. LifeCell Litigation In September 2005, LifeCell Corporation recalled certain human-tissue based products because the organization that recovered the tissue, Biomedical Tissue Services, Ltd. (BTS) may not have followed FDA requirements for donor consent and/or screening to determine if risk factors for communicable diseases existed. LifeCell Corporation promptly notified the FDA and all relevant hospitals and medical professionals. LifeCell Corporation did not receive any donor tissue from BTS after September 2005. LifeCell Corporation was named, along with BTS and many other defendants, in lawsuits relating to the BTS donor irregularities. These lawsuits generally fell within three categories, (1) recipients of BTS tissue who claim actual injury; (2) suits filed by recipients of BTS tissue seeking medical monitoring and/or damages for emotional distress; and (3) suits filed by family members of tissue donors who did not authorize BTS to donate tissue. LifeCell Corporation resolved all of those lawsuits, which have now been dismissed. The resolution of those lawsuits did not have a material impact on our financial position or results of operations. More recently, LifeCell Corporation was served with approximately ten new suits filed by other family members of tissue donors who also allege no authorization was provided. These cases are in the early stages of discovery and have not been set for trial. Although it is not possible to reliably predict the outcome of the litigation, LifeCell Corporation believes that its defenses to these claims are meritorious and will defend them vigorously. We do not expect these new cases to have a material impact on our results of operations or our financial position. In September 2010, LifeCell Corporation and KCI were served with two lawsuits from individuals alleging personal injury and seeking monetary damages for failed hernia repair procedures using LifeCell Corporations AlloDerm products. These cases are in the early stages of litigation and have not yet been set for trial. Although it is not possible to reliably predict the outcome of the litigation, we believe that the defenses to these claims are meritorious and will defend them vigorously. We do not expect these cases to have a material impact on our results of operations or our financial position. We are party to several additional lawsuits arising in the ordinary course of our business. Additionally, the manufacturing and marketing of medical products necessarily entails an inherent risk of product liability claims. Other Commitments and Contingencies As a healthcare supplier, we are subject to extensive government regulation, including laws and regulations directed at ascertaining the appropriateness of reimbursement, preventing fraud and abuse and otherwise regulating reimbursement under various government programs. The marketing, billing, documenting and other practices are all subject to government oversight and review. To ensure compliance with Medicare and other regulations, regional carriers often conduct audits and request patient records and other documents to support claims submitted by KCI for payment of services rendered to customers. We also are subject to routine pre-payment and post-payment audits of medical claims submitted to Medicare. These audits typically involve a review, by Medicare or its designated contractors and representatives, of documentation supporting the medical necessity of the therapy provided by KCI. While Medicare requires us to obtain a comprehensive physician order prior to providing products and services, we are not required to, and do not as a matter of practice require, or subsequently obtain, the underlying medical records supporting the information included in such claim. Following a Medicare request for supporting documentation, we are obligated to procure and submit the underlying medical records retained by various medical facilities and physicians. Obtaining these medical records in connection with a claims audit may be difficult or impossible and, in any event, all of these records are subject to further examination and dispute by an auditing authority. Under standard Medicare procedures, KCI is entitled to demonstrate the sufficiency of documentation and the establishment of medical necessity, and KCI has the right to appeal any adverse determinations. If a determination is made that KCIs records or the patients medical records are insufficient to meet medical necessity or Medicare reimbursement requirements for the claims subject to a prepayment or post-payment audit, KCI could be subject to denial, recoupment or refund demands for claims submitted for Medicare reimbursement. In the event that an audit results in discrepancies in the records provided, Medicare may be entitled to extrapolate the results of the audit to make recoupment demands based on a wider population of claims than those examined in the audit. In addition, Medicare or its contractors could place KCI on an extended pre-payment review, which could slow our collections process for submitted claims. If Medicare were to deny a significant number of claims in any prepayment audit, or make any recoupment demands based on any post-payment audit, our business and operating results could be materially and adversely affected. In addition, violations of federal and state regulations regarding Medicare reimbursement could result in severe criminal, civil and administrative penalties and sanctions, including disqualification from Medicare and other reimbursement programs. Going forward, it is likely that we will be subject to periodic inspections, assessments and audits of our billing and collections practices. 107

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In February 2009, we received a subpoena from the U.S. Department of Health and Human Services Office of Inspector General ("OIG") seeking records regarding our billing practices under the local coverage policies of the four regional DMACs. We have cooperated with the OIG's inquiry, providing substantial documentation to the OIG in response to its requests, and will continue to cooperate going forward until the conclusion of the inquiry. We cannot predict the time frame in which it will be resolved nor the impact, if any, the findings will have on our results of operations or our financial position. As of December 31, 2010, our commitments for the purchase of new product inventory were $31.2 million, including approximately $4.9 million of disposable products from our main disposable supplier, $11.8 million for inventory related to our LifeCell business, including $8.0 million for inventory commitments under our Novadaq sales and marketing agreement, $2.2 million from our provider of low height medical-surgical beds and $3.6 million from our major electronic board and touch panel suppliers. Other than commitments for new product inventory, we have no material long-term purchase commitments. See discussion of our self-insurance program at Note 1(o) and leases at Note 7. NOTE 14. Related Party Transactions

A member of our Board of Directors, Harry R. Jacobson, M.D., was the Vice Chancellor for Health Affairs of Vanderbilt University, with which we conduct business on a limited basis. During each of the fiscal years 2010, 2009 and 2008, we recorded revenue of approximately $1.3 million for AHS and TSS products billed to Vanderbilt University. In addition, following our acquisition of LifeCell, we recorded revenue of approximately $900,000, $2.0 million and $1.2 million for sales of LifeCell products to Vanderbilt University during 2010, 2009 and 2008, respectively. NOTE 15. Segment and Geographic Information

We are engaged in the rental and sale of advanced wound care systems, regenerative medicine products and therapeutic support systems. KCI has operations throughout the United States and in 22 primary countries internationally. We have three reportable operating segments which correspond to our business units: Active Healing Solutions; LifeCell; and Therapeutic Support Systems. Our three operating segments also represent our reporting units as defined by the Codification. We have two primary geographic regions for which we provide supplemental revenue information: North America, which is comprised principally of the United States and includes Canada, Puerto Rico and Latin America; and EMEA/APAC, which is comprised principally of Europe and includes the Middle East, Africa and the Asia Pacific region. Revenue for each of our geographic regions in which we operate is disclosed for each of our business units. In most countries where we operate, our product lines are marketed and serviced by the same infrastructure and, as such, we have allocated these costs to the various business units based on allocation methods including rental and sales events, headcount, revenue and other methods as deemed appropriate. We measure segment profit as operating earnings, which is defined as income before interest and other income, interest expense, foreign currency gains and losses, and income taxes. All intercompany transactions are eliminated in computing revenue and operating earnings. 108

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Information on segments and a reconciliation of consolidated totals are as follows (dollars in thousands): 2010 Revenue: AHS North America EMEA/APAC Subtotal AHS LifeCell North America EMEA/APAC Subtotal LifeCell TSS North America EMEA/APAC Subtotal TSS Total revenue $ $ 1,071,408 334,785 1,406,193 334,800 6,605 341,405 177,950 92,204 270,154 2,017,752 $ Year Ended December 31, 2009 $ 1,066,124 340,451 1,406,575 284,075 1,823 285,898 196,354 103,817 300,171 1,992,644 $ $ 2008 1,049,215 344,735 1,393,950 156,837 156,837 221,684 105,438 327,122 1,877,909

2010 Operating earnings: AHS LifeCell TSS Non-allocated costs: General headquarter expenses (2) Share-based compensation In-process research and development Acquisition-related expenses (3) Total non-allocated costs Total operating earnings $ $ 463,252 93,948 9,561 (49,312) (32,781) (38,293) (120,386) 446,375

Year Ended December 31, 2009 $

(1)

2008 $ 420,645 49,077 46,031 (35,931) (26,315) (61,571) (43,424) (167,241) $ 348,512

444,296 80,251 36,387 (43,153) (32,506) (42,791) (118,450)

442,484

(1) Includes $7.4 million of expenses associated with the TSS product portfolio rationalization recorded in the second quarter of 2010. (2) The increase from 2009 to 2010 is primarily due to costs associated with our Global Business Transformation project, including severance and other expenses. (3) Includes amortization of acquired intangible assets and cost to retain key employees related to our purchase of LifeCell in May 2008. 109

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2010 Depreciation and other amortization: AHS LifeCell TSS Other $ 72,474 57,370 27,691 (1,070) 156,465

Year Ended December 31, 2009 $ 62,668 60,248 34,014 (1,070) 155,860 $

2008 56,483 36,526 37,898 2,732 133,639

AHS and TSS assets are primarily accounts receivable, inventories, and net property, plant and equipment identifiable by product. LifeCell assets include accounts receivable, inventories, net property, plant and equipment, goodwill, debt issuance costs and intangible assets specifically identifiable to our LifeCell acquisition. Other assets include assets not specifically identifiable to a product, such as cash, deferred income taxes, prepaid expenses and other non-current assets. Information on segment assets are as follows (dollars in thousands): 2010 Total assets: AHS LifeCell TSS Other $ 764,619 1,704,337 181,851 425,192 3,075,999 $ December 31, 2009 779,464 1,712,376 192,535 354,190 3,038,565 $ 2008 704,905 1,758,218 203,682 336,647 3,003,452

2010 Gross capital expenditures: AHS LifeCell TSS Other $ 10,212 10,099 10,994 54,578 85,883

Year Ended December 31, 2009 $ 17,140 9,113 15,047 61,989 103,289 $

2008 36,810 12,227 16,995 65,251 131,283

$ 110

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The following is other selected geographic financial information of KCI (dollars in thousands): 2010 Geographic location of revenue: Domestic Foreign Total revenue $ $ 1,507,609 510,143 2,017,752 $ $ December 31, 2009 1,476,114 516,530 1,992,644 December 31, 2009 $ $ 2,032,051 148,226 2,180,277 $ $ $ $ 2008 1,352,727 525,182 1,877,909

2010 Geographic location of long-lived assets: Domestic Foreign Total long-lived assets NOTE 16. Quarterly Financial Data (unaudited) $ $ 1,978,105 130,345 2,108,450

2008 2,082,929 102,887 2,185,816

The unaudited consolidated results of operations by quarter are summarized below (in thousands, except per share data): First Quarter Revenue Gross profit Operating earnings Net earnings Net earnings per share: Basic Diluted Weighted average shares outstanding: Basic Diluted $ $ $ $ $ $ 485,805 271,662 101,340 52,713 0.75 0.74 70,518 71,496 Year Ended December 31, 2010 Second Third Quarter Quarter $ $ $ $ $ $ 497,772 279,843 101,357 53,605 0.76 0.75 70,836 71,805 $ $ $ $ $ $ 506,708 289,392 120,152 75,773 1.07 1.06 70,994 71,695 $ $ $ $ $ $ Fourth Quarter 527,467 301,325 123,526 73,993 1.04 1.03 71,120 72,043

First Quarter Revenue Gross profit Operating earnings Net earnings Net earnings per share: Basic Diluted Weighted average shares outstanding: Basic Diluted 111 $ $ $ $ $ $ 470,081 250,546 91,580 39,705 0.57 0.57 69,898 70,173

Year Ended December 31, 2009 Second Third Quarter Quarter $ $ $ $ $ $ 491,349 270,636 113,411 58,097 0.83 0.82 70,069 70,432 $ $ $ $ $ $ 504,397 281,437 114,235 64,569 0.92 0.91 70,150 70,666 $ $ $ $ $ $

Fourth Quarter 526,817 304,895 123,258 66,331 0.94 0.93 70,334 70,974

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NOTE 17. Litigation

Subsequent Events

For the last several years, KCI and its affiliates have been involved in multiple patent infringement suits where claims under the Wake Forest Patents licensed to KCI have been asserted against providers of competing NPWT products. In October 2010, the Federal District Court for the Western District of Texas entered an order in the Smith & Nephew case described below, invalidating the Wake Forest patent claims asserted in the case. In light of the ruling, KCI believes that continued payment of the royalties scheduled under the Wake Forest license is inappropriate. On February 28, 2011, KCI filed suit in the Federal District Court for the Western District of Texas seeking a declaratory judgment that KCI no longer owes royalties based on the patents in suit because the relevant patent claims are invalid or not infringed. This legal action also follows protracted but unsuccessful negotiations with Wake Forest to reach a reduced royalty rate or its equivalent due to the various invalidity rulings around the world. Going forward, during the pendency of the Wake Forest royalty litigation, KCI does not plan to pay or accrue royalties under the license agreement with Wake Forest. Historical royalties under the license agreement have been accrued and are reflected in our consolidated financial statements for the year ended December 31, 2010. In addition, we have accrued royalties under the license agreement through February 27, 2011. Previously-capitalized intangible assets associated with this license agreement are immaterial. See Item 3: Legal Proceedings" and Note 13: Commitments and Contingencies. 2011 Credit Agreement In January 2011, we entered into a new credit agreement which was used to refinance existing debt under the prior senior credit facility and will also be used for general corporate purposes. The new credit agreement provides for (i) a $550.0 million term A facility that matures in January 2016, and (ii) a $650.0 million revolving credit facility that matures in January 2016. Up to $75.0 million of the revolving credit facility is available for letters of credit and up to $25.0 million of the revolving credit facility is available for swing-line loans. Amounts available under the revolving credit facility are available for borrowing and reborrowing until maturity. As of the closing date in January 2011, the entire $550.0 million term A facility was outstanding, no revolving credit loans were outstanding and we had outstanding letters of credit in the aggregate amount of $11.6 million. The resulting availability under the revolving credit facility was $638.4 million. The Company also has the right at any time to increase the total amount of its commitments under the new credit agreement by an aggregate additional amount up to $500.0 million. Interest. Amounts outstanding under the new senior credit facility (other than swing line loans) bear interest at a rate equal to (A) the base rate, defined as the highest of (i) Bank of Americas prime rate, (ii) 50 basis points above the federal funds rate, and (iii) 100 basis points above the one-month Eurocurrency rate (the LIBOR rate), or (B) the Eurocurrency rate, in each case plus an applicable margin. The applicable margin varies in reference to the Companys consolidated leverage ratio and ranges from 1.25% to 2.25% in the case of loans based on the Eurocurrency rate and 0.25% to 1.25% in the case of loans based on the base rate. Swing line loans made under the new senior credit facility bear interest at the base rate plus an applicable margin. We must also pay (i) a fee, which may range from 0.25% to 0.40%, on the actual daily amount by which the revolving credit commitment exceeds the revolving credit loans (excluding swing line loans), and (ii) a fee, equal to the applicable margin as applied to Eurocurrency rate loans, on the daily amount available to be drawn under each letter of credit issued under the new senior credit facility. We may choose base rate or Eurocurrency pricing and may elect interest periods of 1, 2, 3 or 6 months for the Eurocurrency borrowings. Interest on base rate borrowings is payable quarterly in arrears. Interest on Eurocurrency borrowings is payable at the end of each applicable interest period or every three months in the case of interest periods in excess of three months. Interest on all past due amounts will accrue at 2.00% over the applicable rate. Collateral. The new senior credit facility is secured, subject to certain exceptions, by a first priority lien and security interest in (a) substantially all shares of capital stock of each of our present and future subsidiaries (limited in the case of certain subsidiaries to 65% of the voting stock of such entity). Guarantors. Our obligations under the new senior credit facility are guaranteed, subject to certain exceptions, by each of our direct and indirect 100% owned subsidiaries, other than foreign subsidiaries or subsidiaries whose only assets are investments in foreign subsidiaries. Maturity. The new senior credit facility matures on January 7, 2016. 112

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Voluntary Prepayments. We may prepay, in full or in part, borrowings under the new senior credit facility without premium or penalty, subject to minimum prepayment amount and increment limitations. Mandatory Repayments. We must make periodic prepayments of an aggregate principal amount of the term loans equal to (i) 100% of the net cash proceeds of certain dispositions of property, (ii) 100% of the net cash proceeds of the issuance or incurrence of certain indebtedness and (iii) 50% of the net cash proceeds received from certain equity issuances. Representations. The new senior credit facility contains representations generally customary for similar facilities and transactions. Covenants. The new senior credit facility contains affirmative and negative covenants customary for similar facilities and transactions. The material covenants and other restrictive covenants in the senior credit agreement are summarized as follows: quarterly and annual financial reporting requirements; limitations on other debt, with baskets for, among other things, the convertible senior notes, debt used to acquire fixed or capital assets, debt of foreign subsidiaries, senior unsecured notes, certain intercompany debt, debt of newly-acquired subsidiaries, debt under certain nonspeculative interest rate and foreign currency swaps and certain additional debt; limitations on other liens, with baskets for certain ordinary-course liens and liens securing certain permitted debt above; limitations on mergers or consolidations and on sales of assets with baskets for certain ordinary course asset sales and certain asset sales for fair market value; limitations on investments, with baskets for certain ordinary-course extensions of trade credit, investments in cash equivalents, certain intercompany investments, interest rate and foreign currency swaps otherwise permitted, investments constituting certain permitted debt and certain acquisitions; limitations on early retirement of subordinated debt with a basket for certain prepayments of debt of foreign subsidiaries; limitations on changes in the nature of the business, on changes in our fiscal year, and on changes in organizational documents; limitations on changes in accounting policies or reporting practices; and limitations on capital expenditures. We are permitted to pay dividends on our capital stock or effect unlimited repurchases of our capital stock when our pro forma leverage ratio, as defined in the new senior credit agreement, is less than or equal to 2.50 to 1.00 and there is no default under the new senior credit agreement. In the event the leverage ratio is greater than 2.50 to 1.00, payment of dividends on, and open market repurchases of, our capital stock are limited to $150.0 million in any fiscal year until such time as the leverage ratio has been restored. In addition to the foregoing, we are permitted to make additional open market repurchases of our capital stock in an aggregate purchase price amount not to exceed $300.0 million. Our new senior credit facility contains financial covenants requiring us to meet certain leverage and fixed charge coverage ratios. It will be an event of default if we permit any of the following: as of the last day of any fiscal quarter, our leverage ratio of debt to EBITDA, as defined in the senior credit agreement, to be greater than a maximum leverage ratio, set at 3.75 to 1.00 until the fiscal quarter ending March 31, 2014, upon which date, and thereafter, the maximum leverage ratio will be 3.50 to 1.00; and as of the last day of any fiscal quarter, our ratio of EBITDA (with certain deductions) to fixed charges to be less than a minimum fixed charge coverage ratio of 1.15 to 1.00. Events of Default. The new senior credit facility contains events of default including, but not limited to, failure to pay principal or interest, breaches of representations and warranties, violations of affirmative or negative covenants, cross-defaults to other indebtedness, a bankruptcy or similar proceeding being instituted by or against us, rendering of certain monetary judgments against us, impairments of loan documentation or security, changes of ownership or operating control and defaults with respect to certain ERISA obligations. 113

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In January 2011, subsequent to the refinancing of our senior credit facility, future maturities of long-term debt were (dollars in thousands): Year 2011 2012 2013 2014 2015 2016 Interest Rate Protection Agreements In January 2011, we entered into nine additional interest rate swap agreements to convert $225.0 million of our variable-rate debt to a fixed rate basis. These agreements become effective at various dates in 2011 and have been designated as cash flow hedge instruments. The following chart summarizes these new agreements (dollars in thousands): Original Notional Amount $ 25,000 $ 25,000 $ 25,000 $ 25,000 $ 25,000 $ 25,000 $ 25,000 $ 25,000 $ 25,000 Fixed Interest Rate 0.990% 0.990% 0.998% 0.995% 0.755% 0.714% 0.913% 0.940% 0.940% Amount $ 27,500 $ 27,500 $ 41,250 $ 55,000 $ 745,000 $ 343,750

Accounting Method Hypothetical Hypothetical Hypothetical Hypothetical Hypothetical Hypothetical Hypothetical Hypothetical Hypothetical

Effective Dates 03/31/11-03/31/13 03/31/11-03/31/13 03/31/11-03/28/13 03/31/11-03/31/13 06/30/11-06/29/12 06/30/11-06/29/12 09/30/11-09/30/12 09/30/11-09/28/12 09/30/11-09/30/12 114

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Schedule II Kinetic Concepts, Inc. Valuation and Qualifying Accounts Three Years ended December 31, 2010 (in thousands) Additions Charged to Costs and Expenses $ $ $ 10,605 4,745 $ $ $ Additions Charged to Other Accounts $ $ $ 43,321(1) $ $ $

Description Accounts receivable realization reserves Inventory reserve Deferred tax asset valuation allowance

Balances at January 1, 2008 $ $ $ 96,790 4,398 14,673

Acquired LifeCell Reserves 279 2,198 -

Deductions 47,010 4,467 2,852 $ $ $

Balances at December 31, 2008 103,985 6,874 11,821

Description Accounts receivable realization reserves Inventory reserve Deferred tax asset valuation allowance

Balances at January 1, 2009 $ $ $ 103,985 6,874 11,821 $ $ $

Additions Charged to Costs and Expenses 10,166 8,033 Additions Charged to Costs and Expenses $ $ $ 10,602 19,230 5,013 $ $ $ $ $ $

Acquired LifeCell Reserves $ $ $

Additions Charged to Other Accounts 70,380(1) Additions Charged to Other Accounts $ $ $ 62,464(1) $ $ $ $ $ $

Deductions 79,040 3,541 1,499 $ $ $

Balances at December 31, 2009 105,491 11,366 10,322

Description Accounts receivable realization reserves Inventory reserve Deferred tax asset valuation allowance

Balances at January 1, 2010 $ $ $ 105,491 11,366 10,322

Acquired LifeCell Reserves

Deductions 81,552 14,683 $ $ $

Balances at December 31, 2010 97,005 15,913 15,335

(1) Additions to the accounts receivable realization reserves charged to other accounts reflect the net increase in revenue reserves to allow for expected credit memos, cancelled transactions and uncollectible items where collectibility is not reasonably assured in accordance with the provisions of the Revenue Recognition Topic of the FASB Accounting Standards Codification. 115

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ITEM 9. None. ITEM 9A.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures. KCIs management, with the participation of KCIs Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of KCIs disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the period covered by this report. Based on such evaluation, KCIs Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, KCIs disclosure controls and procedures are effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by KCI in the reports that it files or submits under the Exchange Act and are effective in ensuring that information required to be disclosed by KCI in the reports that it files or submits under the Exchange Act is accumulated and communicated to KCIs management, including KCIs Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Changes in Internal Control over Financial Reporting. There have not been any changes in KCIs internal control over financial reporting (as such term is defined by paragraph (d) of Rule 13a-15) under the Exchange Act, during the fourth fiscal quarter of 2010 that have materially affected, or are reasonably likely to materially affect, KCIs internal control over financial reporting. 116

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Report of Management on Internal Control Over Financial Reporting The management of Kinetic Concepts, Inc. (the "Company") is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. A companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. The Companys management assessed the effectiveness of its internal control over financial reporting as of December 31, 2010. In making this assessment, the Companys management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on our assessment, we believe that, as of December 31, 2010, the Companys internal control over financial reporting is effective based on those criteria. Ernst & Young LLP, the Companys independent registered public accounting firm, has audited the Company's internal control over financial reporting as of December 31, 2010 as stated in their report, included herein.

Date: March 1, 2011

/s/ Catherine M. Burzik Catherine M. Burzik President and Chief Executive Officer /s/ Martin J. Landon Martin J. Landon Executive Vice President and Chief Financial Officer

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The Board of Directors and Shareholders Kinetic Concepts, Inc. The Board of Directors and Shareholders of Kinetic Concepts, Inc. We have audited Kinetic Concepts, Inc. and subsidiaries internal control over financial reporting as of December 31, 2010, based on criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Kinetic Concepts, Inc. and subsidiaries management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Report of Management on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the companys internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. A companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the companys assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. In our opinion, Kinetic Concepts, Inc. and subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, 2010, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Kinetic Concepts, Inc. and subsidiaries as of December 31, 2010 and 2009, and the related consolidated statements of earnings, shareholders equity and cash flows for each of the three years in the period ended December 31, 2010 of Kinetic Concepts, Inc. and subsidiaries and our report dated March 1, 2011 expressed an unqualified opinion thereon.

/s/ ERNST & YOUNG LLP ERNST & YOUNG LLP San Antonio, Texas March 1, 2011 118

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ITEM 9B. None.

OTHER INFORMATION

PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Incorporated in this Item 10, by reference, are those portions of the Companys definitive Proxy Statement for its 2011 Annual Meeting of Shareholders to be filed with the SEC within 120 days after the close of the fiscal year ended December 31, 2010 appearing under the caption "Directors and Executive Officers" and "Section 16(a) Beneficial Ownership Reporting Compliance." Our Code of Ethics for Chief Executive and Senior Financial Officers, along with our Directors' Code of Business Conduct and Ethics, and our KCI Code of Conduct can be found on our website at www.kci1.com under the tab entitled "Corporate Governance Codes of Conduct" on the Investor Relations page. We intend to satisfy the disclosure requirements under Item 5.05 of Form 8-K regarding amendment to, or waiver from, a provision of the Code of Ethics for Chief Executive and Senior Financial Officers by posting such information on our website, at the address and location specified above. Information about our board committees, including our Audit and Compliance Committee, Compensation Committee and Director Affairs Committee, as well as the respective charters for our board committees, can also be found on our website under the tab entitled "Corporate Governance Committee Composition and Charters" on the Investor Relations page. Shareholders may request a copy of the above referenced codes and charters, at no cost, from Investor Relations, Kinetic Concepts, Inc., 8023 Vantage Drive, San Antonio, Texas 78230. Furthermore, because our common stock is listed on the NYSE, our Chief Executive Officer is required to make a CEO's Annual Certification to the NYSE in accordance with Section 303A.12 of the NYSE Listed Company Manual regarding the Companys compliance with the NYSE corporate governance listing standards. The Annual Certification was made on June 22, 2010. In addition, the certifications of the Companys Chief Executive Officer and Chief Financial Officer required under Section 302 of the Sarbanes-Oxley Act of 2002, regarding the quality of the Companys disclosures in this Annual Report on Form 10-K, are filed as exhibits 31.1 and 31.2 hereto. ITEM 11. EXECUTIVE COMPENSATION

Incorporated in this Item 11, by reference, is that portion of the Companys definitive Proxy Statement appearing under the caption "Executive Compensation." 119

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ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANGEMENT AND RELATED SHAREHOLDER MATTERS

The following chart gives aggregate information regarding grants under all of our equity compensation plans through December 31, 2010: Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) 5,613,360 (3) 5,613,360

Plan category Equity compensation plans approved by security holders Equity compensation plans not approved by security holders Total

Number of securities to be issued upon exercise of outstanding options (a) 5,771,370 (1) 5,771,370

Weighted-average exercise price of outstanding options (b) $ 39.20 (2) $ 39.20

(1) This amount includes 301,403 shares of common stock that are subject to outstanding restricted stock unit awards. This amount does not include 799,804 shares of common stock issued and outstanding pursuant to unvested restricted stock awards. (2) This amount is calculated exclusive of outstanding restricted stock unit awards. (3) This amount includes 4,176,966 shares available for future issuance under the 2009 Omnibus Stock Incentive Plan, which provides for grants of restricted stock, options and other awards. This amount also includes 1,436,394 shares available for future issuance under the ESPP, which makes stock available for purchase by employees at specified times. Incorporated in this Item 12, by reference, is that portion of the Companys definitive Proxy Statement appearing under the caption "Security Ownership of Certain Beneficial Owners and Management." ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Incorporated in this Item 13, by reference, is that portion of the Companys definitive Proxy Statement appearing under the caption "Certain Relationships and Related Transactions." ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Incorporated in this Item 14, by reference, is that portion of the Companys definitive Proxy Statement appearing under the caption "Principal Accounting Fees and Services." 120

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PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) The following documents are filed as part of this Annual Report: 1. Financial Statements The following consolidated financial statements are filed as a part of this report: Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets as of December 31, 2010 and 2009 Consolidated Statements of Earnings for each of the three years ended December 31, 2010, 2009 and 2008 Consolidated Statements of Shareholders' Equity for each of the three years ended December 31, 2010, 2009 and 2008 Consolidated Statements of Cash Flows for each of the three years ended December 31, 2010, 2009 and 2008 Notes to Consolidated Financial Statements 2. Financial Statement Schedules The following consolidated financial statement schedule for each of the three years ended December 31, 2010 is filed as part of this Annual Report: Schedule IIValuation and Qualifying Accounts Three Years ended December 31, 2010 All other schedules have been omitted as the required information is not present or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the financial statements and notes thereto. (b) Exhibits The following exhibits are incorporated herein by reference or are filed as part of this Annual Report: 121

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EXHIBITS Exhibits Description 2.1 3.1 3.2 4.1 4.2 4.3 10.1 **10.2 **10.3 **10.4 **10.5 ***10.6 **10.7 *10.8 *10.9 *10.10 *10.11 *10.12 *10.13 *10.14 *10.15 *10.16 *10.17 *10.18 *10.19 *10.20 *10.21 *10.22 *10.23 *10.24 *10.25 *10.26 *10.27 *10.28 *10.29 *10.30 *10.31 *10.32 Agreement and Plan of Merger, dated as of April 7, 2008, between Kinetic Concepts, Inc., Leopard Acquisition Sub, Inc., and LifeCell Corporation (filed as Exhibit 2.1 to our Form 8-K filed on April 7, 2008). Amended and Restated Articles of Incorporation of Kinetic Concepts, Inc. (filed as Exhibit 3.5 to Amendment No. 1 to our Registration Statement on Form S-1, filed on February 2, 2004, as thereafter amended). Fifth Amended and Restated By-laws of Kinetic Concepts, Inc. (filed as Exhibit 3.1 to our From 8-K filed on February 24, 2009). Specimen Common Stock Certificate (filed as Exhibit 4.3 to Amendment No. 1 to our Registration Statement on Form S-1, filed on February 2, 2004, as thereafter amended). Form of 3.25% Convertible Senior Note due 2015, dated as of April 21, 2008, (included in Exhibit 4.1 to our Form 8-K filed on April 22, 2008). Indenture, dated as of April 21, 2008 between Kinetic Concepts, Inc., KCI USA, Inc. and U.S. Bank National Association, as trustee (filed as Exhibit 4.1 to our Form 8-K filed on April 22, 2008). Amended and Restated Agreement Among Shareholders, dated as of January 26, 2005 (filed as Exhibit 10.1 on Form 8-K, filed on January 27, 2005). Toll Manufacturing Agreement, by and between KCI Manufacturing and Avail Medical Products, Inc. dated December 14, 2007 (filed as Exhibit 10.6 to our Annual Report on Form 10-K for the year ended December 31, 2007, filed on February 26, 2008). Amendment to Toll Manufacturing Agreement, by and between KCI Manufacturing and Avail Medical Products, Inc. dated July 31, 2008 (filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2008, filed on November 5, 2008). Second Amendment to Toll Manufacturing Agreement, by and between KCI Manufacturing and Avail Medical Products, Inc. dated effective April 1, 2009 (filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, filed on August 5, 2010). Third Amendment to Toll Manufacturing Agreement, by and between KCI Manufacturing and Avail Medical Products, Inc. dated effective April 1, 2009 (filed as Exhibit 10.3 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, filed on August 5, 2010). Fourth Amendment to Toll Manufacturing Agreement, by and between KCI Manufacturing and Avail Medical Products, Inc. dated effective August 1, 2010. License Agreement, dated as of October 6, 1993, between Wake Forest University and Kinetic Concepts, Inc., as amended by that certain Amendment to License Agreement, dated as of July 1, 2000 (filed as Exhibit 10.29 to Amendment No. 4 to our Registration Statement on Form S-1, filed on February 23, 2004). Form of Director Indemnity Agreement (filed as Exhibit 10.31 to Amendment No. 1 to Registration Statement on Form S-1, filed on February 2, 2004, as amended). 2004 Equity Plan (filed as Exhibit 10.32 to Amendment No. 1 to Registration Statement on Form S-1, filed on February 2, 2004, as amended). 2004 Employee Stock Purchase Plan (filed as Exhibit 10.33 to Amendment No. 1 to Form S-1, filed on February 2, 2004, as amended). Form of Stock Option Agreement under Amended and Restated 2003 Non-Employee Directors Stock Plan (filed as Exhibit 10.2 to our Current Report on Form 8-K filed on November 15, 2004). Form of Restricted Stock Award Agreement under Amended and Restated 2003 Non-Employee Directors Stock Plan (filed as Exhibit 10.3 to our Current Report on Form 8-K filed on November 15, 2004). Form of KCI 2004 Equity Plan Restricted Stock Award Agreement (filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, filed on August 9, 2006). Form of KCI 2004 Equity Plan Nonqualified Stock Option Agreement (filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, filed on August 9, 2006). Form of KCI 2004 Equity Plan Restricted Stock Unit Award Agreement (filed as Exhibit 10.3 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, filed on August 9, 2006). Form of KCI 2004 Equity Plan International Restricted Stock Unit Award Agreement (filed as Exhibit 10.4 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, filed on August 9, 2006). Form of KCI 2004 Equity Plan International Stock Option Agreement (filed as Exhibit 10.5 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, filed on August 9, 2006). Letter, dated October 16, 2006, from Kinetic Concepts, Inc. to Catherine M. Burzik outlining the terms of her employment (filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2006, filed on November 3, 2006). Amendment Number One to the Employment Agreement by and Between Kinetic Concepts, Inc. and Catherine M. Burzik, dated December 22, 2008. 2004 Equity Plan Nonqualified Stock Option Agreement between Kinetic Concepts, Inc. and Catherine M. Burzik, dated November 6, 2006 (filed as Exhibit 10.28 to our Annual Report on Form 10-K for the year ended December 31, 2006, filed on February 23, 2007). 2004 Equity Plan Restricted Stock Award Agreement between Kinetic Concepts, Inc. and Catherine M. Burzik, dated November 6, 2006 (filed as Exhibit 10.29 to our Annual Report on Form 10-K for the year ended December 31, 2006, filed on February 23, 2007). Kinetic Concepts, Inc. Compensation Policy for Outside Directors, as adopted on December 4, 2007 (filed as Exhibit 10.22 to our Annual Report on Form 10-K for the year ended December 31, 2007, filed on February 26, 2008). Executive Retention Agreement between Kinetic Concepts, Inc. and Martin J. Landon, dated February 21, 2007 (filed as Exhibit 10.31 to our Annual Report on Form 10-K for the year ended December 31, 2006, filed on February 23, 2007). Addendum to Executive Retention Agreement between Kinetic Concepts, Inc. and Martin J. Landon, dated effective as of March 19, 2010 (filed as Exhibit 10.1to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, filed on May 4, 2010). Executive Retention Agreement between Kinetic Concepts, Inc. and Stephen D. Seidel, dated February 21, 2007 (filed as Exhibit 10.32 to our Annual Report on Form 10-K for the year ended December 31, 2006, filed on February 23, 2007). Addendum to Executive Retention Agreement between Kinetic Concepts, Inc. and Steve Seidel, dated February 2007. 2003 Non-Employee Directors Stock Plan, as Amended and Restated on December 4, 2007 (filed as Exhibit 10.34 to our Annual Report on Form 10-K for the year ended December 31, 2007, filed on February 26, 2008). Form of Kinetic Concepts, Inc. 2004 Equity Plan International Stock Option Agreement, as amended on February 19, 2008 (filed as Exhibit 10.35 to our Annual Report on Form 10-K for the year ended December 31, 2007, filed on February 26, 2008). Form of Kinetic Concepts, Inc. 2004 Equity Plan Restricted Stock Unit Award Agreement, as amended on February 19, 2008 (filed as Exhibit 10.36 to our Annual Report on Form 10-K for the year ended December 31, 2007, filed on February 26, 2008). Form of Kinetic Concepts, Inc. 2004 Equity Plan International Restricted Stock Unit Award Agreement, as amended on February 19, 2008 (filed as Exhibit 10.37 to our Annual Report on Form 10-K for the year ended December 31, 2007, filed on February 26, 2008). Form of Kinetic Concepts, Inc. 2004 Equity Plan Nonqualified Stock Option Agreement, as amended on February 19, 2008 (filed as Exhibit 10.38 to our Annual Report on Form 10-K for the year ended December 31, 2007, filed on February 26, 2008). Form of Kinetic Concepts, Inc. 2004 Equity Plan Restricted Stock Award Agreement, as amended on February 19, 2008 (filed as Exhibit 10.39 to our Annual Report on Form 10-K for the year ended December 31, 2007, filed on February 26, 2008).

10.33 *10.34 *10.35 *10.36 *10.37 *10.38 *10.39 *10.40 *10.41 *10.42 *10.43 *10.44 *10.45 *10.46 *10.47 10.48 21.1 23.1 31.1 31.2 32.1

Credit Agreement, dated as of May 19, 2008 among Kinetic Concepts, Inc., the lenders party thereto, and Banc of America, N.A. as administrative agent for the lenders (filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, filed on August 5, 2010). Purchase Agreement, dated as of April 15, 2008, among Kinetic Concepts, Inc., J.P. Morgan Securities Inc. and Banc of America Securities LLC, as representatives of the several Initial Purchasers (filed as Exhibit 1.1 to our Form 8-K filed on April 22, 2008). Kinetic Concepts, Inc. 2008 Omnibus Stock Incentive Plan (filed as Exhibit 10.2 to our Form 8-K filed on May 23, 2008). Form of Kinetic Concepts, Inc. 2008 Omnibus Stock Incentive Plan Non-Employee Director Nonqualified Stock Option Agreement (filed as Exhibit 10.7 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, filed on August 8, 2008). Form of Kinetic Concepts, Inc. 2008 Omnibus Stock Incentive Plan Non-Employee Director Restricted Stock Award Agreement (filed as Exhibit 10.8 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, filed on August 8, 2008). Form of Kinetic Concepts, Inc. 2008 Omnibus Stock Incentive Plan Nonqualified Stock Option Agreement, as amended on February 23, 2010 (filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, filed on May 4, 2010). Form of Kinetic Concepts, Inc. 2008 Omnibus Stock Incentive Plan Restricted Stock Award Agreement, as amended on February 23, 2010 (filed as Exhibit 10.3 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, filed on May 4, 2010). Form of Kinetic Concepts, Inc. 2008 Omnibus Stock Incentive Plan Restricted Stock Unit Award Agreement, as amended on February 23, 2010 (filed as Exhibit 10.4 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, filed on May 4, 2010). Form of Kinetic Concepts, Inc. 2008 Omnibus Stock Incentive Plan Cashless International Stock Option Agreement, as amended on February 23, 2010 (filed as Exhibit 10.5 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, filed on May 4, 2010). Form of Kinetic Concepts, Inc. 2008 Omnibus Stock Incentive Plan International Stock Option Agreement, as amended on February 23, 2010 (filed as Exhibit 10.6 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, filed on May 4, 2010). Form of Kinetic Concepts, Inc. 2008 Omnibus Stock Incentive Plan International Restricted Stock Unit Award Agreement, as amended on February 23, 2010 (filed as Exhibit 10.7 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, filed on May 4, 2010). Letter, dated June 26, 2009, from KCI to Michael C. Genau outlining the terms of his employment (filed as Exhibit 10.48 to our Annual Report on Form 10-K for the year ended December 31, 2009). Executive Retention Agreement between Kinetic Concepts, Inc. and Michael C. Genau, dated July 2009 (filed as Exhibit 10.49 to our Annual Report on Form 10-K for the year ended December 31, 2009). Employment Agreement, dated April 7, 2008, by and between LifeCell Corporation and Lisa Colleran (filed as Exhibit 10.50 to our Annual Report on Form 10-K for the year ended December 31, 2009). Memorandum dated August 27, 2008, to Lisa Colleran from R. James Cravens, Senior Vice President, Human Resources, regarding the modification of her employment agreement (filed as Exhibit 10.51 to our Annual Report on Form 10-K for the year ended December 31, 2009). Credit Agreement, dated as of January 7, 2011 among Kinetic Concepts, Inc., the lenders party thereto, and Banc of America, N.A. as administrative agent for the lenders. Subsidiaries of the Registrant. Consent of Independent Registered Public Accounting Firm, from Ernst & Young LLP. Certification of the Chief Executive Officer Pursuant to section 302 of the Sarbanes-Oxley Act of 2002 dated March 1, 2011. Certification of the Chief Financial Officer Pursuant to section 302 of the Sarbanes-Oxley Act of 2002 dated March 1, 2011. Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to section 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002 dated March 1, 2011. * ** Compensatory arrangements for director(s) and/or executive officer(s). Confidential treatment granted on certain portions of this exhibit. An unredacted version of this exhibit has been filed separately with the Securities and Exchange Commission. *** Confidential treatment requested on certain portions of this exhibit. An unredacted version of this exhibit has been filed separately with the Securities and Exchange Commission. Exhibit filed herewith. This agreement has been terminated and replaced with the credit agreement filed herewith as Exhibit 10.48. 122

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SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Antonio, State of Texas on March 1, 2011. KINETIC CONCEPTS, INC. By: /s/ Ronald W. Dollens Ronald W. Dollens Chairman of the Board of Directors

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signatures /s/ Ronald W. Dollens RONALD W. DOLLENS /s/ Catherine M. Burzik CATHERINE M. BURZIK /s/ Martin J. Landon MARTIN J. LANDON /s/ James R. Leininger, M.D. JAMES R. LEININGER, M.D. /s/ Craig R. Callen CRAIG R. CALLEN /s/ Woodrin Grossman WOODRIN GROSSMAN /s/ Harry R. Jacobson HARRY R. JACOBSON /s/ Carl F. Kohrt CARL F. KOHRT /s/ David J. Simpson DAVID J. SIMPSON /s/ C. Thomas Smith C. THOMAS SMITH /s/ Donald E. Steen DONALD E. STEEN Title Chairman of the Board of Directors Director, President and Chief Executive Officer (Principal Executive Officer) Executive Vice President and Chief Financial Officer (Principal Financial and Principal Accounting Officer) Director, Chairman Emeritus Director Director Director Director Director Director Director Date March 1, 2011 February 28, 2011 February 28, 2011 March 1, 2011 March 1, 2011 February 28, 2011 March 1, 2011 February 28, 2011 February 28, 2011 February 28, 2011 February 28, 2011

123

EXHIBITS Exhibits Description 2.1 3.1 3.2 4.1 4.2 4.3 10.1 **10.2 **10.3 **10.4 **10.5 ***10.6 **10.7 *10.8 *10.9 *10.10 *10.11 *10.12 *10.13 *10.14 *10.15 *10.16 *10.17 *10.18 *10.19 *10.20 *10.21 *10.22 *10.23 *10.24 *10.25 *10.26 *10.27 *10.28 *10.29 *10.30 *10.31 *10.32 Agreement and Plan of Merger, dated as of April 7, 2008, between Kinetic Concepts, Inc., Leopard Acquisition Sub, Inc., and LifeCell Corporation (filed as Exhibit 2.1 to our Form 8-K filed on April 7, 2008). Amended and Restated Articles of Incorporation of Kinetic Concepts, Inc. (filed as Exhibit 3.5 to Amendment No. 1 to our Registration Statement on Form S-1, filed on February 2, 2004, as thereafter amended). Fifth Amended and Restated By-laws of Kinetic Concepts, Inc. (filed as Exhibit 3.1 to our From 8-K filed on February 24, 2009). Specimen Common Stock Certificate (filed as Exhibit 4.3 to Amendment No. 1 to our Registration Statement on Form S-1, filed on February 2, 2004, as thereafter amended). Form of 3.25% Convertible Senior Note due 2015, dated as of April 21, 2008, (included in Exhibit 4.1 to our Form 8-K filed on April 22, 2008). Indenture, dated as of April 21, 2008 between Kinetic Concepts, Inc., KCI USA, Inc. and U.S. Bank National Association, as trustee (filed as Exhibit 4.1 to our Form 8-K filed on April 22, 2008). Amended and Restated Agreement Among Shareholders, dated as of January 26, 2005 (filed as Exhibit 10.1 on Form 8-K, filed on January 27, 2005). Toll Manufacturing Agreement, by and between KCI Manufacturing and Avail Medical Products, Inc. dated December 14, 2007 (filed as Exhibit 10.6 to our Annual Report on Form 10-K for the year ended December 31, 2007, filed on February 26, 2008). Amendment to Toll Manufacturing Agreement, by and between KCI Manufacturing and Avail Medical Products, Inc. dated July 31, 2008 (filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2008, filed on November 5, 2008). Second Amendment to Toll Manufacturing Agreement, by and between KCI Manufacturing and Avail Medical Products, Inc. dated effective April 1, 2009 (filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, filed on August 5, 2010). Third Amendment to Toll Manufacturing Agreement, by and between KCI Manufacturing and Avail Medical Products, Inc. dated effective April 1, 2009 (filed as Exhibit 10.3 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, filed on August 5, 2010). Fourth Amendment to Toll Manufacturing Agreement, by and between KCI Manufacturing and Avail Medical Products, Inc. dated effective August 1, 2010. License Agreement, dated as of October 6, 1993, between Wake Forest University and Kinetic Concepts, Inc., as amended by that certain Amendment to License Agreement, dated as of July 1, 2000 (filed as Exhibit 10.29 to Amendment No. 4 to our Registration Statement on Form S-1, filed on February 23, 2004). Form of Director Indemnity Agreement (filed as Exhibit 10.31 to Amendment No. 1 to Registration Statement on Form S-1, filed on February 2, 2004, as amended). 2004 Equity Plan (filed as Exhibit 10.32 to Amendment No. 1 to Registration Statement on Form S-1, filed on February 2, 2004, as amended). 2004 Employee Stock Purchase Plan (filed as Exhibit 10.33 to Amendment No. 1 to Form S-1, filed on February 2, 2004, as amended). Form of Stock Option Agreement under Amended and Restated 2003 Non-Employee Directors Stock Plan (filed as Exhibit 10.2 to our Current Report on Form 8-K filed on November 15, 2004). Form of Restricted Stock Award Agreement under Amended and Restated 2003 Non-Employee Directors Stock Plan (filed as Exhibit 10.3 to our Current Report on Form 8-K filed on November 15, 2004). Form of KCI 2004 Equity Plan Restricted Stock Award Agreement (filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, filed on August 9, 2006). Form of KCI 2004 Equity Plan Nonqualified Stock Option Agreement (filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, filed on August 9, 2006). Form of KCI 2004 Equity Plan Restricted Stock Unit Award Agreement (filed as Exhibit 10.3 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, filed on August 9, 2006). Form of KCI 2004 Equity Plan International Restricted Stock Unit Award Agreement (filed as Exhibit 10.4 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, filed on August 9, 2006). Form of KCI 2004 Equity Plan International Stock Option Agreement (filed as Exhibit 10.5 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, filed on August 9, 2006). Letter, dated October 16, 2006, from Kinetic Concepts, Inc. to Catherine M. Burzik outlining the terms of her employment (filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2006, filed on November 3, 2006). Amendment Number One to the Employment Agreement by and Between Kinetic Concepts, Inc. and Catherine M. Burzik, dated December 22, 2008. 2004 Equity Plan Nonqualified Stock Option Agreement between Kinetic Concepts, Inc. and Catherine M. Burzik, dated November 6, 2006 (filed as Exhibit 10.28 to our Annual Report on Form 10-K for the year ended December 31, 2006, filed on February 23, 2007). 2004 Equity Plan Restricted Stock Award Agreement between Kinetic Concepts, Inc. and Catherine M. Burzik, dated November 6, 2006 (filed as Exhibit 10.29 to our Annual Report on Form 10-K for the year ended December 31, 2006, filed on February 23, 2007). Kinetic Concepts, Inc. Compensation Policy for Outside Directors, as adopted on December 4, 2007 (filed as Exhibit 10.22 to our Annual Report on Form 10-K for the year ended December 31, 2007, filed on February 26, 2008). Executive Retention Agreement between Kinetic Concepts, Inc. and Martin J. Landon, dated February 21, 2007 (filed as Exhibit 10.31 to our Annual Report on Form 10-K for the year ended December 31, 2006, filed on February 23, 2007). Addendum to Executive Retention Agreement between Kinetic Concepts, Inc. and Martin J. Landon, dated effective as of March 19, 2010 (filed as Exhibit 10.1to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, filed on May 4, 2010). Executive Retention Agreement between Kinetic Concepts, Inc. and Stephen D. Seidel, dated February 21, 2007 (filed as Exhibit 10.32 to our Annual Report on Form 10-K for the year ended December 31, 2006, filed on February 23, 2007). Addendum to Executive Retention Agreement between Kinetic Concepts, Inc. and Steve Seidel, dated February 2007. 2003 Non-Employee Directors Stock Plan, as Amended and Restated on December 4, 2007 (filed as Exhibit 10.34 to our Annual Report on Form 10-K for the year ended December 31, 2007, filed on February 26, 2008). Form of Kinetic Concepts, Inc. 2004 Equity Plan International Stock Option Agreement, as amended on February 19, 2008 (filed as Exhibit 10.35 to our Annual Report on Form 10-K for the year ended December 31, 2007, filed on February 26, 2008). Form of Kinetic Concepts, Inc. 2004 Equity Plan Restricted Stock Unit Award Agreement, as amended on February 19, 2008 (filed as Exhibit 10.36 to our Annual Report on Form 10-K for the year ended December 31, 2007, filed on February 26, 2008). Form of Kinetic Concepts, Inc. 2004 Equity Plan International Restricted Stock Unit Award Agreement, as amended on February 19, 2008 (filed as Exhibit 10.37 to our Annual Report on Form 10-K for the year ended December 31, 2007, filed on February 26, 2008). Form of Kinetic Concepts, Inc. 2004 Equity Plan Nonqualified Stock Option Agreement, as amended on February 19, 2008 (filed as Exhibit 10.38 to our Annual Report on Form 10-K for the year ended December 31, 2007, filed on February 26, 2008). Form of Kinetic Concepts, Inc. 2004 Equity Plan Restricted Stock Award Agreement, as amended on February 19, 2008 (filed as Exhibit 10.39 to our Annual Report on Form 10-K for the year ended December 31, 2007, filed on February 26, 2008).

10.33 *10.34 *10.35 *10.36 *10.37 *10.38 *10.39 *10.40 *10.41 *10.42 *10.43 *10.44 *10.45 *10.46 *10.47 10.48 21.1 23.1 31.1 31.2 32.1

Credit Agreement, dated as of May 19, 2008 among Kinetic Concepts, Inc., the lenders party thereto, and Banc of America, N.A. as administrative agent for the lenders (filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, filed on August 5, 2010). Purchase Agreement, dated as of April 15, 2008, among Kinetic Concepts, Inc., J.P. Morgan Securities Inc. and Banc of America Securities LLC, as representatives of the several Initial Purchasers (filed as Exhibit 1.1 to our Form 8-K filed on April 22, 2008). Kinetic Concepts, Inc. 2008 Omnibus Stock Incentive Plan (filed as Exhibit 10.2 to our Form 8-K filed on May 23, 2008). Form of Kinetic Concepts, Inc. 2008 Omnibus Stock Incentive Plan Non-Employee Director Nonqualified Stock Option Agreement (filed as Exhibit 10.7 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, filed on August 8, 2008). Form of Kinetic Concepts, Inc. 2008 Omnibus Stock Incentive Plan Non-Employee Director Restricted Stock Award Agreement (filed as Exhibit 10.8 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, filed on August 8, 2008). Form of Kinetic Concepts, Inc. 2008 Omnibus Stock Incentive Plan Nonqualified Stock Option Agreement, as amended on February 23, 2010 (filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, filed on May 4, 2010). Form of Kinetic Concepts, Inc. 2008 Omnibus Stock Incentive Plan Restricted Stock Award Agreement, as amended on February 23, 2010 (filed as Exhibit 10.3 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, filed on May 4, 2010). Form of Kinetic Concepts, Inc. 2008 Omnibus Stock Incentive Plan Restricted Stock Unit Award Agreement, as amended on February 23, 2010 (filed as Exhibit 10.4 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, filed on May 4, 2010). Form of Kinetic Concepts, Inc. 2008 Omnibus Stock Incentive Plan Cashless International Stock Option Agreement, as amended on February 23, 2010 (filed as Exhibit 10.5 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, filed on May 4, 2010). Form of Kinetic Concepts, Inc. 2008 Omnibus Stock Incentive Plan International Stock Option Agreement, as amended on February 23, 2010 (filed as Exhibit 10.6 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, filed on May 4, 2010). Form of Kinetic Concepts, Inc. 2008 Omnibus Stock Incentive Plan International Restricted Stock Unit Award Agreement, as amended on February 23, 2010 (filed as Exhibit 10.7 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, filed on May 4, 2010). Letter, dated June 26, 2009, from KCI to Michael C. Genau outlining the terms of his employment (filed as Exhibit 10.48 to our Annual Report on Form 10-K for the year ended December 31, 2009). Executive Retention Agreement between Kinetic Concepts, Inc. and Michael C. Genau, dated July 2009 (filed as Exhibit 10.49 to our Annual Report on Form 10-K for the year ended December 31, 2009). Employment Agreement, dated April 7, 2008, by and between LifeCell Corporation and Lisa Colleran (filed as Exhibit 10.50 to our Annual Report on Form 10-K for the year ended December 31, 2009). Memorandum dated August 27, 2008, to Lisa Colleran from R. James Cravens, Senior Vice President, Human Resources, regarding the modification of her employment agreement (filed as Exhibit 10.51 to our Annual Report on Form 10-K for the year ended December 31, 2009). Credit Agreement, dated as of January 7, 2011 among Kinetic Concepts, Inc., the lenders party thereto, and Banc of America, N.A. as administrative agent for the lenders. Subsidiaries of the Registrant. Consent of Independent Registered Public Accounting Firm, from Ernst & Young LLP. Certification of the Chief Executive Officer Pursuant to section 302 of the Sarbanes-Oxley Act of 2002 dated March 1, 2011. Certification of the Chief Financial Officer Pursuant to section 302 of the Sarbanes-Oxley Act of 2002 dated March 1, 2011. Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to section 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002 dated March 1, 2011. * ** Compensatory arrangements for director(s) and/or executive officer(s). Confidential treatment granted on certain portions of this exhibit. An unredacted version of this exhibit has been filed separately with the Securities and Exchange Commission. *** Confidential treatment requested on certain portions of this exhibit. An unredacted version of this exhibit has been filed separately with the Securities and Exchange Commission. Exhibit filed herewith. This agreement has been terminated and replaced with the credit agreement filed herewith as Exhibit 10.48.

Exhibit 10.6 **Confidential treatment requested on certain portions of this agreement. An unredacted version of this agreement has been filed separately with the Securities and Exchange Commission. FOURTH AMENDMENT TO TOLL MANUFACTURING AGREEMENT This Fourth Amendment (this Amendment) to the Toll Manufacturing Agreement, effective as of August 1, 2010 (the Amendment Effective Date), is made by and between KCI Manufacturing (KCI) and Avail Medical Products, Inc. (Avail). Avail and KCI are referred to herein as the Parties. RECITALS WHEREAS, KCI and Avail are party to that certain Toll Manufacturing Agreement by and between KCI and Avail entered into as of December 14, 2007 and as amended by that certain Amendment to Toll Manufacturing Agreement dated as of July 31, 2008, that certain Second Amendment to Toll Manufacturing Agreement effective as of April 1, 2009 and that certain Third Amendment to Toll Manufacturing Agreement effective as of January 1, 2010 (the Toll Agreement); and WHEREAS, Avail provides certain order fulfillment services from its warehouse in Otay, Baja California, Mexico to KCI pursuant to the Toll Agreement, including general pick and pack and shipping functions, as well as global distribution of the Products; and WHEREAS, the Parties wish to amend the Toll Agreement to further address the Order Fulfillment Services as set forth herein. AGREEMENT NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: 1. Add the following paragraph to the Toll Agreement as section 5(n): General Business Reviews. Avail shall participate in quarterly general business reviews with KCI and shall also report on all items relevant to the Order Fulfillment Services as may be reasonably requested by KCI, including, but not limited to, receipt of Products into the Otay Warehouse, shipping of Products from the Otay Warehouse to KCIs distribution network and inventory accuracy (as measured by cycle count performance) during such quarterly reviews. Avail shall also provide the same or similar reports to KCI on or prior to the fifth business day of each month. The parties may agree from time to time to delete, add or modify the content and delivery of such reports without the need to further amend the Toll Agreement. 2. Add the following paragraphs to the Toll Agreement as section 5(o): Order Fulfillment Services. Avail shall provide certain order fulfillment services at its warehouse in Otay, Baja California, Mexico (the Otay Warehouse), including storage of Products, general pick and pack and shipping functions, as well as global distribution of the Products (the Order Fulfillment Services). (i) The parties agree that the Processing Services Fees include [***]. However, both parties further agree that the Processing Services Fees are based upon good faith quantity estimates provided to Avail by KCI and relied upon by Avail in setting up its order fulfillment operation at the Otay facility. [***] Such compensation shall be per the following table. Annual Order Volume (stated in cases of Products per Calendar Year [***] [***] (ii) In the event that the parties do not agree on the order volume, the finance departments of both parties shall jointly reconcile their records and determine the volumes. Avail shall be entitled to invoice KCI for the applicable compensation based on the reconciled annual volumes. KCI shall pay such invoice within [***] days of receipt. (iii) KCI shall have the right to inspect and audit Avails business processes and procedures relating to the Order Fulfillment Services as KCI deems necessary and upon reasonable advance notification to Avail. KCI agrees that its personnel shall at all times while on the Avail premises abide by the Avail policies and procedures related to safety, security and confidentiality. KCI agrees that it shall pay Avail reasonable fees for any additional services that KCI may request of Avail, and as agreed to by the parties, [***]. 3. Add the following paragraph to the Toll Agreement as Section 5(p): In the event that there are any interruptions excluding product availability in the Order Fulfillment Services or deviations from agreed-upon processes and procedures related thereto (a Reportable Event), Avail shall provide telephonic notice of such Reportable Event to the individuals listed below within the timeframes set forth. If telephonic notification is not possible, Avail shall exercise reasonable efforts to notify the KCI team through other means. KCI Contact Senior Manager, Distribution Vice President, Global Distribution and Logistics Vice President, Global Supply Chain Timeframe By noon of the date of the event if the event occurs prior to 11 a.m., and by 5 p.m. PDT if the event occurs after 11 a.m., sooner if possible. Within 1 hour of attempted contact of Senior Manager, Distribution if Senior Manager, Distribution is unreachable Within 1 hour of attempted contact of Vice President, Global Distribution and Logistics if Vice President, Global Distribution and Logistics is unreachable Method of Contact Telephone Telephone Telephone Compensation due Avail [***]

The Parties may update the foregoing contact information from time to time without the need to further amend the Toll Agreement.

4. The Service Level Agreement (SLA) Contained in this Amendment as Schedule A is incorporated in compliance with the requirements of Section 10 (a) of the Toll Agreement. 5. KCI shall have the right to direct execution of the Order Fulfillment Services including, but not limited to, Product allocation, during extraordinary circumstances. 6. In the absence of other specific direction from KCI, Avail shall use its commercially reasonable efforts to fulfill all orders routed through the Otay Warehouse Except as expressly amended by this Amendment, the Toll Agreement shall remain in full force and effect. Capitalized terms not otherwise defined in this Amendment shall have the meanings set forth in the Toll Agreement. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the Parties have duly executed this Amendment effective as of the Amendment Effective Date set forth herein. KCI MANUFACTURING By: Name: Title: /s/ John Elwood John Elwood VP Global Mfg. (Signed Copy on File) AVAIL MEDICAL PRODUCTS, INC. By: Name: Title: /s/ Manny Mariweather Manny Mariweather Director 22/12/10

Schedule A

Service Level Agreement (SLA)

1.- All orders dropped after 7 am PST are considered the following days orders for reporting purposes 2.- [***] 3.- Business days (M-F) are considered in the metric. Holidays are not counted if the border is not open for the full day. 4.- [***] SLA Requirements (assuming product is in inventory) Service Centers Distribution Centers International Air Shipment Air Shipment Parcel Ship within [***] defined as by [***] the day following the drop day. Ship within [***] defined as by [***] the day following the drop day. To meet the booking provided by the customer, with minimum [***] days notice Ship within [***] ([***] pallets) defined as by [***] the day of the drop Ship within [***] ([***] pallets) defined as by [***] the day following the drop day. [***] defined as by [***] the day following the drop day.

Exhibit 10.48

[Published CUSIP Number: ____] CREDIT AGREEMENT Dated as of January 7, 2011 among KINETIC CONCEPTS, INC., LIFECELL CORPORATION, KCI USA, INC. as Co-Borrowers, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and The other LENDERS party hereto ____________________________________ BANK OF AMERICA, N.A., and J.P. MORGAN SECURITIES LLC as Joint Bookrunners BANK OF AMERICA, N.A., J.P. MORGAN SECURITIES LLC, DNB NOR BANK ASA, SUNTRUST ROBINSON HUMPHREY, INC., WELLS FARGO BANK, NATIONAL ASSOCIATION, and HSBC BANK USA, N.A. as Joint Lead Arrangers JPMORGAN CHASE BANK, N.A., as Syndication Agent DNB NOR BANK ASA, SUNTRUST BANK, WELLS FARGO BANK, NATIONAL ASSOCIATION, and HSBC BANK USA, N.A. as Co-Documentation Agents

Table of Contents ARTICLE I DEFINITIONS AND ACCOUNTING TERMS Section 1.01 Defined Terms Section 1.02 Other Interpretive Provisions Section 1.03 Accounting Terms. Section 1.04 Rounding Section 1.05 Times of Day Section 1.06 Letter of Credit Amounts Section 1.07 Currency Equivalents Generally; Change of Currency Section 1.08 Additional Alternative Currencies. ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS Section 2.01 The Loans. Section 2.02 Borrowings, Conversions and Continuations of Loans. Section 2.03 Letters of Credit. Section 2.04 Swing Line Loans. Section 2.05 Prepayments. Section 2.06 Termination or Reduction of Commitments. Section 2.07 Repayment of Loans. Section 2.08 Interest. Section 2.09 Fees Section 2.10 Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. Section 2.11 Evidence of Debt. Section 2.12 Payments Generally; Administrative Agents Clawback. Section 2.13 Sharing of Payments by Lenders Section 2.14 Joint and Several Liability of Co-Borrowers. Section 2.15 Cash Collateral. Section 2.16 Defaulting Lenders. ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY Section 3.01 Taxes. Section 3.02 Illegality Section 3.03 Inability To Determine Rates Section 3.04 Increased Costs; Reserves on Eurocurrency Rate Loans Section 3.05 Compensation for Losses Section 3.06 Mitigation Obligations; Replacement of Lenders. Section 3.07 Survival ARTICLE IV CONDITIONS PRECEDENT TO CREDIT EXTENSIONS Section 4.01 Conditions to Closing and Borrowing Section 4.02 Conditions to all Credit Extensions ARTICLE V REPRESENTATIONS AND WARRANTIES Section 5.01 Existence, Qualification and Power Section 5.02 Authorization; No Contravention Section 5.03 Governmental Authorization; Other Consents Section 5.04 Binding Effect Section 5.05 Financial Statements; No Material Adverse Effect. Section 5.06 Litigation Section 5.07 No Default Section 5.08 Ownership of Property Section 5.09 Environmental Compliance Section 5.10 Insurance Section 5.11 Taxes Section 5.12 ERISA Compliance. Section 5.13 Subsidiaries; Equity Interests; Loan Parties Section 5.14 Margin Regulations Section 5.15 Investment Company Act Section 5.16 Disclosure Section 5.17 Compliance with Laws Section 5.18 Intellectual Property; Licenses, Etc Section 5.19 Solvency Section 5.20 Labor Matters. Section 5.21 Collateral Documents Section 5.22 Compliance with OFAC Rules and Regulations. Section 5.23 Compliance with FCPA. ARTICLE VI AFFIRMATIVE COVENANTS Section 6.01 Financial Statements Section 6.02 Certificates; Other Information Section 6.03 Notices Section 6.04 Payment of Obligations Section 6.05 Preservation of Existence, Etc Section 6.06 Maintenance of Properties Section 6.07 Maintenance of Insurance Section 6.08 Compliance with Laws Section 6.09 Books and Records Section 6.10 Inspection Rights Section 6.11 Use of Proceeds Section 6.12 Covenant to Guarantee Obligations and Give Security. Section 6.13 Compliance with Environmental Laws Section 6.14 Further Assurances Section 6.15 Designation as Senior Debt

ARTICLE VII NEGATIVE COVENANTS Section 7.01 Liens Section 7.02 Indebtedness Section 7.03 Investments Section 7.04 Fundamental Changes Section 7.05 Dispositions Section 7.06 Restricted Payments. Section 7.07 Change in Nature of Business Section 7.08 Transactions with Affiliates Section 7.09 Burdensome Agreements Section 7.10 Financial Covenants. Section 7.11 Capital Expenditures Section 7.12 Amendments of Organization Documents Section 7.13 Prepayments, Etc. of Indebtedness Section 7.14 Amendment of Indebtedness Section 7.15 Headquarters Transaction Section 7.16 Activities Of Certain Subsidiaries. ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES Section 8.01 Events of Default Section 8.02 Remedies upon Event of Default Section 8.03 Application of Funds ARTICLE IX ADMINISTRATIVE AGENT Section 9.01 Appointment and Authority. Section 9.02 Rights as a Lender Section 9.03 Exculpatory Provisions. Section 9.04 Reliance by Administrative Agent Section 9.05 Delegation of Duties Section 9.06 Resignation of Administrative Agent Section 9.07 Non-Reliance on Administrative Agent and Other Lenders Section 9.08 No Other Duties, Etc Section 9.09 Administrative Agent May File Proofs of Claim Section 9.10 Collateral and Guaranty Matters Section 9.11 Secured Cash Management Agreements and Secured Hedge Agreements ARTICLE X MISCELLANEOUS Section 10.01 Amendments, Etc. Section 10.02 Notices; Effectiveness; Electronic Communications. Section 10.03 No Waiver; Cumulative Remedies; Enforcement Section 10.04 Expenses; Indemnity; Damage Waiver. Section 10.05 Payments Set Aside Section 10.06 Successors and Assigns. Section 10.07 Treatment of Certain Information; Confidentiality Section 10.08 Right of Setoff Section 10.09 Interest Rate Limitation Section 10.10 Counterparts; Integration; Effectiveness Section 10.11 Survival of Representations and Warranties Section 10.12 Severability Section 10.13 Replacement of Lenders Section 10.14 Governing Law; Jurisdiction; Etc. Section 10.15 Waiver of Jury Trial Section 10.16 No Advisory or Fiduciary Responsibility Section 10.17 Electronic Execution of Assignments and Certain Other Documents Section 10.18 USA PATRIOT Act Section 10.19 Judgment Currency Section 10.20 ENTIRE AGREEMENT

EXHIBITS Form of A B C-1 C-2 C-3 D E-1 E-2 F G-1 H SCHEDULES Schedule 1.01A Schedule 1.01B Schedule 1.01C Schedule 2.01 Schedule 5.03 Schedule 5.06 Schedule 5.07 Schedule 5.13 Schedule 5.18 Schedule 6.12 Schedule 7.01 Schedule 7.02 Schedule 7.03 Schedule 7.08 Schedule 7.09 Schedule 10.02 Existing Letters of Credit Immaterial Subsidiaries Mandatory Cost Formulae Commitments Authorizations and Consents Litigation No Default Subsidiaries and other Equity Investments; Loan Parties Intellectual Property Matters Guarantors Existing Liens Existing Indebtedness Existing Investments Transactions with Affiliates Burdensome Agreements Administrative Agents Office, Certain Addresses for Notices Committed Loan Notice Swing Line Loan Notice Term Note Multicurrency Revolving Credit Note US Dollar Revolving Credit Note Compliance Certificate Assignment and Assumption Administrative Questionnaire Guarantee and Security Agreement Opinion Matters Special Counsel to Loan Parties Affiliate Subordination Agreement

CREDIT AGREEMENT This CREDIT AGREEMENT (Agreement) is entered into as of January 7, 2011, among KINETIC CONCEPTS, INC., a Texas corporation (the Parent), LIFECELL CORPORATION, a Delaware corporation (Lifecell), and KCI USA, INC., a Delaware corporation (KCI USA and together with Parent and Lifecell, the Co-Borrowers) each lender from time to time party hereto (collectively, the Lenders and individually, a Lender), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. PRELIMINARY STATEMENTS: The Co-Borrowers have requested that the Lenders provide credit facilities for the purposes set forth herein, and the Lenders are willing to do so on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows: ARTICLE I DEFINITIONS AND ACCOUNTING TERMS Section 1.01 Interests. Additional Convertible Notes Indenture means the indenture (including any supplemental indentures) pursuant to which Additional Convertible Notes are issued. Administrative Agent means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent. Administrative Agents Office means the Administrative Agents address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify the Co-Borrowers and the Lenders. Administrative Questionnaire means an Administrative Questionnaire in substantially the form of Exhibit E-2 or any other form reasonably approved by the Administrative Agent. Affiliate means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. Aggregate Commitments means the Commitments of all the Lenders. Aggregate Credit Exposures means, at any time, in respect of (a) the Term A Facility, the aggregate amount of the Term A Loans outstanding at such time and (b) in respect of the Revolving Credit Facility, the sum of (i) the unused portion of the Revolving Credit Facility at such time and (ii) the Total Revolving Credit Outstandings at such time. Agreement means this Credit Agreement. Aircraft Trust means either of the grantor trusts referred to in Schedule 7.03. Alternative Currency means each of Euro, Sterling, Yen, Canadian Dollars and each other currency (other than Dollars) that is approved in accordance with Section 1.08. Alternative Currency Sublimit means an amount equal to the lesser of the Revolving Credit Commitments and $100,000,000. Alternative Currency Sublimit is part of, and not in addition to, the Revolving Credit Commitments. The Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:

Additional Convertible Notes means any Permitted Additional Indebtedness that is convertible into or by reference to Parents Equity

Applicable Fee Rate means, at any time, in respect of the Revolving Credit Facility (a) from the Closing Date to the date on which the Administrative Agent receives a Compliance Certificate pursuant to Section 6.02(a) for the first fiscal quarter ending after the Closing Date, 0.35% per annum and (b) thereafter, the applicable percentage per annum set forth below determined by reference to the Consolidated Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(a): Pricing Level 1 2 3 4 5 Consolidated Leverage Ratio <=1.25x >1.25x but <=2.00x >2.00x but <=2.75x >2.75x but <=3.25x >3.25x Applicable Fee Rate 0.25% 0.30% 0.35% 0.35% 0.40%

Any increase or decrease in the Applicable Fee Rate resulting from a change in the Consolidated Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(a); provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then Pricing Level 5 shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and shall remain in effect until the date on which such Compliance Certificate is delivered (at which time the Applicable Fee Rate otherwise determined in accordance with this definition shall apply). Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Fee Rate under clause (b) above for any period shall be subject to the provisions of Section 2.10(b). Applicable Percentage means (a) in respect of the Term A Facility, with respect to any Term A Lender at any time, the percentage (carried out to the ninth decimal place), the numerator of which is the sum of the amount of such Term A Lenders undrawn Term A Commitment and the principal amount of its Term A Loans and the denominator of which is the sum of the aggregate amount of all undrawn Term A Commitments and the aggregate

principal amount of all Term A Loans, (b) in respect of the Multicurrency Revolving Credit Facility, with respect to any Multicurrency Revolving Credit Lender at any time, the percentage (carried out to the ninth decimal place), the numerator of which is the Multicurrency Revolving Credit Commitment of such Multicurrency Revolving Credit Lender and the denominator of which is the aggregate amount of the Multicurrency Revolving Credit Commitments and (c) in respect of the US Dollar Revolving Credit Facility, with respect to any US Dollar Revolving Credit Lender at any time, the percentage (carried out to the ninth decimal place), the numerator of which is the US Dollar Revolving Credit Commitment of such US Dollar Revolving Credit Lender and the denominator of which is the aggregate amount of the US Dollar Revolving Credit Commitments; provided that, in the case of the Revolving Credit Facility, if the Revolving Credit Commitments of either Class have been terminated, then the Applicable Percentage of each Revolving Credit Lender of such Class shall be determined based on the Applicable Percentage of such Revolving Credit Lender immediately prior to such termination and after giving effect to any subsequent assignments made pursuant to the terms hereof. Applicable Rate means (a) from the Closing Date to the date on which the Administrative Agent receives a Compliance Certificate pursuant to Section 6.02(a) for the first fiscal quarter ending after the Closing Date, 0.75% per annum for Base Rate Loans and 1.75% per annum for Eurocurrency Rate Loans and Letter of Credit Fees and (b) thereafter, the applicable percentage per annum set forth below determined by reference to the Consolidated Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(a): Pricing Level 1 2 3 4 5 Consolidated Leverage Ratio <=1.25x >1.25x but <=2.00x >2.00x but <=2.75x >2.75x but <=3.25x >3.25x Eurocurrency Rate Loans 1.25% 1.50% 1.75% 2.00% 2.25% Applicable Rate Letter of Credit Fees 1.25% 1.50% 1.75% 2.00% 2.25% Base Rate Loans 0.25% 0.50% 0.75% 1.00% 1.25%

Notwithstanding the foregoing, if the Indebtedness permitted under Section 7.02(t) has not been incurred in a principal amount of not less than $400,000,000 on or before March 31, 2011, then from the date on which the Administrative Agent receives a Compliance Certificate pursuant to Section 6.02(a) for the first fiscal quarter ending after the Closing Date to the date on which the Administrative Agent receives a Compliance Certificate pursuant to Section 6.02(a) for the second fiscal quarter ending after the Closing Date, the greater of (x) 0.75% per annum for Base Rate Loans and 1.75% per annum for Eurocurrency Rate Loans and Letter of Credit Fees, and (y) the applicable percentage per annum set forth above determined by reference to the Consolidated Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(a). Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(a); provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then Pricing Level 5 shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered, and shall remain in effect until the date on which such Compliance Certificate is delivered (at which time the Applicable Rate otherwise determined in accordance with this definition shall apply). Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Rate under clause (b) above for any period shall be subject to the provisions of Section 2.10(b). Applicable Revolving Credit Percentage means (a) with respect to any Multicurrency Revolving Credit Lender at any time, such Multicurrency Revolving Credit Lenders Applicable Percentage in respect of the Multicurrency Revolving Credit Facility at such time and (b) with respect to any US Dollar Revolving Credit Lender at any time, such US Dollar Revolving Credit Lenders Applicable Percentage in respect of the US Dollar Revolving Credit Facility at such time. Applicable Time means, with respect to any borrowings and payments in any Alternative Currency, the local time in the place of settlement for such Alternative Currency as may be determined by the Administrative Agent or the L/C Issuer, as the case may be, to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment. Appropriate Lender means, at any time, (a) with respect to any of the Term A Facility, the Multicurrency Revolving Credit Facility or the US Dollar Revolving Credit Facility, a Lender that has a Commitment with respect to such Facility or holds a Term A Loan, a Multicurrency Revolving Credit Loan or a US Dollar Revolving Credit Loan, respectively, at such time, (b) with respect to the Letter of Credit Sublimit, (i) the L/C Issuer and (ii) if any Letters of Credit have been issued pursuant to Section 2.03(a), the Multicurrency Revolving Credit Lenders and (c) with respect to the Swing Line Sublimit, (i) the Swing Line Lender and (ii) if any Swing Line Loans are outstanding pursuant to Section 2.04(a), the Multicurrency Revolving Credit Lenders. Approved Fund means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender. Assignee Group means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor. Assignment and Assumption means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.06(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit E-1 or any other form approved by the Administrative Agent. Attributable Indebtedness means, on any date, (a) in respect of any Capitalized Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease or similar payments under the relevant lease or other applicable agreement or instrument that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease or other agreement or instrument were accounted for as a Capitalized Lease and (c) all Synthetic Debt of such Person. Availability Period means (a) in respect of the Multicurrency Revolving Credit Facility, the period from and including the Closing Date to the earliest of (i) the Maturity Date for the Multicurrency Revolving Credit Facility, (ii) the date of termination of the Multicurrency Revolving Credit Commitments pursuant to Section 2.06, and (iii) the date of termination of the commitment of each Multicurrency Revolving Credit Lender to make Multicurrency Revolving Credit Loans and of the obligation of the L/C Issuer to make L/C Credit Extensions pursuant to Section 8.02, and (b) in respect of the US Dollar Revolving Credit Facility, the period from and including the Closing Date to the earliest of (i) the Maturity Date for the US Dollar Revolving Credit Facility, (ii) the date of termination of the US Dollar Revolving Credit Commitments pursuant to Section 2.06 and (iii) the date of termination of the commitment of each US Dollar Revolving Credit Lender to make US Dollar Revolving Credit Loans pursuant to Section 8.02.

Bank of America means Bank of America, N.A. and its successors.

Base Rate means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 0.50%, (b) the one month Eurocurrency Rate plus 1.00% and (c) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its prime rate. The prime rate is a rate set by Bank of America based upon various factors including Bank of Americas costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change. Base Rate Loan means a Revolving Credit Loan or a Term A Loan that bears interest based on the Base Rate. Borrower Materials has the meaning specified in Section 6.02. Borrowing means a Multicurrency Revolving Credit Borrowing, a US Dollar Revolving Credit Borrowing, a Swing Line Borrowing or a Term A Borrowing, as the context may require. Business Day means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agents Office with respect to Obligations denominated in Dollars is located and: (a) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in Dollars, any fundings, disbursements, settlements and payments in Dollars in respect of any such Eurocurrency Rate Loan, or any other dealings in Dollars to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means any such day on which dealings in deposits in Dollars are conducted by and between banks in the London interbank eurodollar market; (b) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in Euro, any fundings, disbursements, settlements and payments in Euro in respect of any such Eurocurrency Rate Loan, or any other dealings in Euro to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means a TARGET Day; (c) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in a currency other than Dollars or Euro, means any such day on which dealings in deposits in the relevant currency are conducted by and between banks in the London or other applicable offshore interbank market for such currency; and (d) if such day relates to any fundings, disbursements, settlements and payments in a currency other than Dollars or Euro in respect of a Eurocurrency Rate Loan denominated in a currency other than Dollars or Euro, or any other dealings in any currency other than Dollars or Euro to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan (other than any interest rate settings), means any such day on which banks are open for foreign exchange business in the principal financial center of the country of such currency. Canadian Dollar means the lawful currency of Canada. Capital Expenditures means, for any period, the additions to property, plant and equipment and other capital expenditures of the Parent and its Subsidiaries that are (or would be) set forth in a consolidated statement of cash flows of the Parent and its Subsidiaries for such period prepared in accordance with GAAP; provided that Capital Expenditures shall not include any additions to property, plant and equipment and other capital expenditures made with (A) the proceeds from any casualty insurance or condemnation or eminent domain, to the extent that the proceeds therefrom are utilized for capital expenditures within 365 days of the receipt of such proceeds or (B) the proceeds or consideration received from any sale, trade in or other Disposition of such Persons assets (other than assets constituting Collateral consisting of inventory and accounts), to the extent that the proceeds and/or consideration therefrom are utilized for capital expenditures within 365 days of the receipt of such proceeds; and provided, further, that any Capital Expenditure shall not constitute an Investment hereunder. Capitalized Leases means all leases that have been or should be, in accordance with GAAP, recorded as capitalized leases. Cash Collateral Account means a blocked account of one or more of the Loan Parties at Bank of America in the name of the Administrative Agent and under the sole dominion and control of the Administrative Agent, and otherwise established in a manner reasonably satisfactory to the Administrative Agent. Cash Collateralize means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Administrative Agent, Swing Line Lender or the L/C Issuer (as applicable) and the Lenders, as collateral for L/C Obligations, Obligations in respect of Swing Line Loans or obligations of Lenders to fund participations in respect thereof (as the context may require), cash or deposit account balances or, if the L/C Issuer or Swing Line Lender benefitting from such collateral shall agree in its sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to (a) the Administrative Agent and (b) the L/C Issuer or the Swing Line Lender, as applicable. Cash Collateral shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support. Cash Equivalents means any of the following types of Investments, to the extent owned by the Parent or any of its Subsidiaries free and clear of all Liens (other than Liens created under the Collateral Documents and other Liens permitted hereunder). (a) readily marketable obligations issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof having maturities of not more than 360 days from the date of acquisition thereof; provided that the full faith and credit of the United States of America is pledged in support thereof; (b) time deposits (including eurodollar time deposits) with, or insured certificates of deposit or bankers acceptances or overnight bank deposits of, any commercial bank that (i) (A) is a Lender or (B) is organized under the laws of the United States of America, any state thereof or the District of Columbia or is the principal banking subsidiary of a bank holding company organized under the laws of the United States of America, any state thereof or the District of Columbia, and is a member of the Federal Reserve System, (ii) issues (or the parent of which issues) commercial paper rated as described in clause (c) of this definition and (iii) has combined capital and surplus of at least $500,000,000, in each case with maturities of not more than 270 days from the date of acquisition thereof; (c) commercial paper issued by any Person organized under the laws of any state of the United States of America and rated at least Prime-2 (or the then equivalent grade) by Moodys or at least A-2 (or the then equivalent grade) by S&P, in each case with maturities of not more than 270 days from the date of acquisition thereof; (d) repurchase obligations of any commercial bank satisfying the requirements of clause (b) above, having a term of not more than 30 days with respect to securities issued or unconditionally guaranteed or insured by the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America); (e) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States of America or by any political subdivision or taxing authority of any such state, commonwealth or

territory, the securities of which state, commonwealth, territory, political subdivision or taxing authority (as the case may be) are rated at least A by S&P or at least A by Moodys; (f) securities with maturities of one year or less from the date of acquisition backed by a standby letter of credit issued by any Lender or any commercial bank satisfying the requirements of clause (b)above; (g) shares in money market investment programs or mutual or similar funds which have substantially all of their assets invested in investments of the character, quality and maturity described in clauses (a), (b), (c), (d), (e) and (f) of this definition; and (h) in the case of Investments by any Foreign Subsidiary (in addition to the items permitted by the foregoing clauses (a)through (g)) or Investments made in a country outside the United States of America, (i) marketable direct obligations issued by, or unconditionally guaranteed by, the sovereign nation in which such Foreign Subsidiary is organized and is conducting business or issued by any agency of such sovereign nation and backed by the full faith and credit of such sovereign nation, in each case maturing within one year from the date of acquisition, so long as the indebtedness of such sovereign nation is rated at least A by S&P or A2 by Moodys or carries an equivalent rating from a comparable foreign rating agency if available, (ii) investments of the type and maturity described in clauses (b)through (g) above of foreign obligors, which investments or obligors have ratings described in such clauses or equivalent ratings from comparable foreign rating agencies, (iii) time deposits with any Lender or any Affiliate of any Lender and (iv) with respect to any Investment made by any Foreign Subsidiary, time deposits with any foreign bank not described in the foregoing clauses (ii) or (iii). Cash Management Agreement means any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, purchasing cards, electronic funds transfer and other cash management arrangements to Parent or any Subsidiary. Cash Management Bank means any Person that, at the time it enters into a Cash Management Agreement, is a Lender or an Affiliate of a Lender, in its capacity as a party to such Cash Management Agreement. Casualty Event means any event that gives rise to the receipt by the Parent or any Domestic Subsidiary of any insurance proceeds or condemnation awards in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace or repair such equipment, fixed assets or real property. CFC means a Person that is a controlled foreign corporation under Section 957 of the Code. Change in Law means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided, however, for purposes of this Agreement, the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, guidelines and directives in connection therewith are deemed to have gone into effect and adopted after the date of this Agreement. Change of Control means an event or series of events by which: (a) Continuing Directors cease to constitute at least a majority of the Parents board of directors; or

(b) any person or group (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of the equity securities of the Parent entitled to vote for members of the board of directors or equivalent governing body of the Parent on a fully-diluted basis (and taking into account all such securities that such Person or Persons have the right to acquire pursuant to any option right) representing (i) in the case of a Significant Shareholder (by itself) or a group (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) that consists solely of Significant Shareholders, 50% or more, or (ii) otherwise, 35% or more, of the combined voting power of such securities; or (c) a change of control, fundamental change or any comparable term under, and as defined in any Indebtedness having an aggregate principal amount in excess of the Threshold Amount shall have occurred. Class (a) when used with respect to Revolving Credit Lenders, refers to whether such Lenders are Multicurrency Revolving Credit Lenders or US Dollar Revolving Credit Lenders, (b) when used with respect to Revolving Credit Commitments, refers to whether such Commitments are Multicurrency Revolving Credit Commitments or US Dollar Revolving Credit Commitments and (c) when used with respect to Revolving Credit Loans or a Revolving Credit Borrowing, refers to whether such Loans, or the Loans comprising such Borrowing, are Multicurrency Revolving Credit Loans or US Dollar Revolving Credit Loans. Closing Date means the first date all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 10.01. Co-Borrower has the meaning specified in the introductory paragraph hereto. Code means the Internal Revenue Code of 1986. Collateral means all of the Collateral referred to in the Collateral Documents and all of the other property that is or is intended under the terms of the Collateral Documents to be subject to Liens in favor of the Administrative Agent for the benefit of the Secured Parties. Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, Collateral shall not include any assets of any Foreign Subsidiary or the Excluded Assets as defined in the Guarantee and Security Agreement. Additionally, Collateral shall not include Equity Interests in any Foreign Subsidiary, except that up to 65% of the voting Equity Interests and 100% of the non-voting Equity Interests in any CFC directly owned by a Loan Party may be included as Collateral. Collateral Documents means, collectively, the Guarantee and Security Agreement, the Security Agreement Supplements, the KCIMR Pledge and each of the pledge agreements or other similar agreements executed and delivered by a Loan Party to the Administrative Agent pursuant to Section 4.01, Section 4.02 or Section 6.12 that creates or purports to create a Lien in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations. Commitment means a Term A Commitment, a Multicurrency Revolving Credit Commitment or a US Dollar Revolving Credit Commitment, as the context may require. Committed Loan Notice means a notice of (a) a Term A Borrowing, (b) a Revolving Credit Borrowing, (c) a conversion of Loans from one Type to the other, or (d) a continuation of Eurocurrency Rate Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A. Companies means, collectively, the Parent and its Subsidiaries.

Compliance Certificate means a certificate substantially in the form of Exhibit D. Consolidated Assets means the total assets of the Parent and its Subsidiaries, determined on a consolidated basis in accordance with GAAP. Consolidated EBITDA means, at any date of determination, an amount equal to Consolidated Net Income of the Parent and its Subsidiaries on a consolidated basis for the most recently completed Measurement Period: (a) increased (without duplication) by the following (in each case to the extent deducted in calculating Consolidated Net Income for such Measurement Period): (i) (ii) (iii) Consolidated Interest Charges; plus the provision for Federal, state, local and foreign income taxes payable; plus depreciation and amortization expense; plus

(iv) non-recurring charges, expenses and fees incurred in connection with the negotiation, execution and delivery of (x) the Loan Documents and (y) the incurrence of indebtedness permitted under Section 7.02(t), in an aggregate amount not to exceed $25,000,000; plus (v) all other non-cash charges (including non-cash impairment charges with respect to goodwill) and expenses (including non-cash option and stock-based compensation expenses) reducing such Consolidated Net Income which do not represent a cash item in such period or any future period; plus (vi) non-recurring charges, fees and expenses incurred in connection with the cost of entering into any Convertible Note Hedge and any Permitted Refinancing Indebtedness with respect to the Convertible Senior Notes; plus (vii) non-recurring charges, fees and expenses incurred in connection with any transaction permitted under Section 7.02(s), 7.03(j), 7.03(k), 7.05(n), 7.06(vii), 7.06(xi) or 7.15, in an aggregate amount not to exceed $50,000,000 in any calendar year and not to exceed $120,000,000 during the term of this Agreement; plus (viii) non-recurring charges, fees and expenses incurred in connection with corporate restructurings in an aggregate amount not to exceed $50,000,000 in any calendar year and not to exceed $120,000,000 during the term of this Agreement; plus (ix) non-recurring charges, fees and expenses incurred in connection with any issuance of Equity Interests or the incurrence of any Permitted Refinancing Indebtedness (other than with respect to the Convertible Senior Notes and the Convertible Note Hedge) in an aggregate amount not to exceed $25,000,000 during the term of this Agreement; including with respect to any of the foregoing, any transaction undertaken but not completed; and (b) decreased (without duplication) by the following (in each case to the extent included in calculating Consolidated Net Income for such Measurement Period): (i) (ii) Federal, state, local and foreign income tax credits; plus all non-cash items increasing Consolidated Net Income.

For all purposes hereunder, Consolidated EBITDA shall be calculated on a Pro Forma Basis unless otherwise specified. Consolidated Fixed Charge Coverage Ratio means, at any date of determination, the ratio of (a) (i) Consolidated EBITDA, less (ii) the aggregate amount of all unfinanced Capital Expenditures, less (iii) the aggregate amount of Federal, state, local and foreign income taxes paid in cash to (b) Consolidated Fixed Charges, in each case for the most recently completed Measurement Period. Consolidated Fixed Charges means, for any Measurement Period, the sum of (i) Consolidated Interest Charges, (ii) the aggregate principal amount of all regularly scheduled principal payments or redemptions or similar acquisitions for value of outstanding Indebtedness for borrowed money, but excluding any such payments to the extent refinanced through the incurrence of additional Indebtedness expressly permitted under Section 7.02 and (iii) if the Consolidated Leverage Ratio as of the last day of such Measurement Period is greater than or equal to 2.50x, then the aggregate amount of all Restricted Payments made in cash, in each case, of or by the Parent and its Subsidiaries (other than any Restricted Payments made to a Loan Party) for such Measurement Period; provided that, with respect to clause (iii), the first $300,000,000 in Restricted Payments made subsequent to the Closing Date shall not be included for the purpose of calculating Consolidated Fixed Charges. For all purposes hereunder, Consolidated Fixed Charges shall be calculated on a Pro Forma Basis unless otherwise specified. Notwithstanding the foregoing, Consolidated Fixed Charges for the fiscal quarters of the Parent ended June 30, 2010, September 30, 2010 and December 31, 2010 shall be deemed to be $27,700,000, $26,900,000, and $26,900,000, respectively. Consolidated Indebtedness means, as of any date of determination, for the Parent and its Subsidiaries on a consolidated basis, the sum, without duplication, of (a) the outstanding principal amount of all obligations, whether current or long-term, for borrowed money (including Obligations hereunder) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments, (b) all purchase money Indebtedness, (c) all direct obligations arising under letters of credit (including standby and commercial), bankers acceptances, bank guaranties, surety bonds and similar instruments issued for the account of the Parent or any of its Subsidiaries, (d) all obligations in respect of the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business), (e) all Attributable Indebtedness, (f) without duplication, all Guarantees with respect to outstanding Indebtedness of the types specified in clauses (a) through (e) above of Persons other than the Parent or any Subsidiary, and (g) all Indebtedness of the types referred to in clauses (a) through (f) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which the Parent or a Subsidiary is a general partner or joint venturer to the extent the Parent or such Subsidiary would be liable therefor under applicable Law or any agreement or instrument by virtue of the Parents or such Subsidiarys ownership interest in or other relationship with such entity, except to the extent such Indebtedness is expressly made non-recourse to the Parent or such Subsidiary. For all purposes hereunder, Consolidated Indebtedness shall be calculated on a Pro Forma Basis unless otherwise specified. Consolidated Interest Charges means, for any Measurement Period, the sum of (a) all interest, premium payments, debt discount, fees, charges and related expenses in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP (including amortization of debt financing costs, debt issuance costs and debt discount and commissions, discounts and other fees and charges incurred in respect of letters of credit or bankers acceptance financings), (b) all interest paid or payable with respect to discontinued operations and (c) the portion of rent expense under Capitalized Leases that is treated as interest in accordance with GAAP, (d) the net amount paid (or deducting the net amount received) by the Parent and its Subsidiaries in respect of the relevant period under any obligations in respect of Swap Contracts consisting of interest rate hedging arrangements or the interest rate component of currency hedging arrangements, in each case, of or by the Parent and its Subsidiaries on a consolidated basis for such Measurement Period.

Consolidated Leverage Ratio means, as of any date of determination, the ratio of (a) Consolidated Indebtedness as of such date to (b) Consolidated EBITDA for the most recently completed Measurement Period. Consolidated Net Income means, at any date of determination, the Net Income (or loss) of the Parent and its Subsidiaries on a consolidated basis for the most recently completed Measurement Period determined in accordance with GAAP; provided that Consolidated Net Income shall exclude, without duplication, the following: (a) the cumulative effect of a change in accounting principles and changes as a result of the adoption or modification of accounting policies during such Measurement Period; (b) extraordinary non-cash gains and extraordinary non-cash losses for such Measurement Period;

(c) the Net Income of any Subsidiary during such Measurement Period to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary of such Net Income is not permitted by operation of the terms of its Organization Documents or any agreement, instrument or Law applicable to such Subsidiary during such Measurement Period (except to the extent any such prohibition has been irrevocably waived), except that the Parents equity in any net loss of any such Subsidiary for such Measurement Period shall be included in determining Consolidated Net Income; and (d) any Net Income (or loss) for such Measurement Period of any Person if such Person is not a Subsidiary, except that the Parents equity in the Net Income of any such Person for such Measurement Period shall be included in Consolidated Net Income up to the aggregate amount of cash actually distributed by such Person during such Measurement Period to the Parent or a Subsidiary as a dividend or other distribution (and in the case of a dividend or other distribution to a Subsidiary, such Subsidiary is not precluded from further distributing such amount to the Parent as described in clause (c) of this proviso). Continuing Director means a director who either was a member of the Parents board of directors on the date of this Agreement or who becomes a director of the Parent subsequent to that date and whose election, appointment or nomination for election by the Parents stockholders is duly approved by a majority of the Continuing Directors on the Board of Directors of the Parent at the time of such approval, either by a specific vote or by approval of the proxy statement issued by the Parent on behalf of the entire Board of Directors of the Parent in which such individual is named as nominee for director. Contractual Obligation means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other voluntary undertaking to which such Person is a party or by which it or any of its property is bound. Control means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. Controlling and Controlled have meanings correlative thereto. Convertible Note Hedge means one or more call options, capped call options, call spread options or similar option transactions purchased by the Parent to hedge its exposure with respect to the conversion of the Convertible Senior Notes, the Replacement Convertible Notes or any Additional Convertible Notes. Convertible Senior Notes means the Convertible Senior Notes of the Parent issued April 21, 2008 and due 2015, in an aggregate principal amount not to exceed $690,000,000. Convertible Senior Notes Indenture means the Indenture dated as of April 21, 2008, by and among the Parent, KCI USA, Inc., as guarantor, and U.S. Bank National Association, as trustee, pursuant to which the Convertible Senior Notes have been issued. Credit Extension means each of the following: (a) a Borrowing and (b) an L/C Credit Extension. Debtor Relief Laws means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally. Default means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default. Default Rate means (a) when used with respect to Loans and other Obligations other than Letter of Credit Fees, an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate, if any, applicable to Base Rate Loans plus (iii) 2% per annum; provided that, with respect to a Eurocurrency Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate and any Mandatory Cost) otherwise applicable to such Loan plus 2% per annum, and (b) when used with respect to Letter of Credit Fees, a rate equal to the Applicable Rate applicable to Letter of Credit Fees plus 2% per annum. Defaulting Lender means, subject to Section 2.16(b), any Lender that, as determined by the Administrative Agent, (a) has failed to perform any of its funding obligations hereunder, including in respect of its Loans or participations in respect of Letters of Credit or Swing Line Loans, within three (3) Business Days of the date such funding obligations are required to be satisfied by it hereunder, (b) has notified a Borrower, the Administrative Agent or any Lender that it does not intend to comply with its funding obligations or has made a public statement to that effect with respect to its funding obligations hereunder or under other agreements in which it commits to extend credit, (c) has failed, within three (3) Business Days after request by the Administrative Agent, to confirm in a manner satisfactory to the Administrative Agent that it will comply with its funding obligations; or (d) has, or has a direct parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it, or (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority; provided that solely with respect to clauses (a), (b) and (c) of this definition, a Lender shall not be a Defaulting Lender solely by virtue of a good faith dispute (i) as to the satisfaction of one or more conditions precedent to lending, or (ii) as to the amount of costs and expenses to be reimbursed by the Lenders under Section 10.04(c) hereof. Disposition or Dispose means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any property by any Person (or the granting of any option or other right to do any of the foregoing), including any sale, assignment (other than a collateral assignment), transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith. Disqualified Equity Interests means any Equity Interest which, by its terms (or by the terms of any security or other Equity Interest into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (i) matures or is mandatorily redeemable (other than solely for Equity Interests which are not otherwise Disqualified Equity Interests) pursuant to a sinking fund or otherwise, (ii) is redeemable at the option of the holder thereof (other than solely for Equity Interests which are not otherwise Disqualified Equity Interests) in whole or in part, (iii) provides for scheduled

payments of dividends to be made in cash, or (iv) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case prior to the date that is 91 days after the Maturity Date with respect to the Term A Facility (or, if later, the Maturity Date with respect to the Revolving Credit Facility or any Incremental Facility), except, in the cases of clauses (i) and (ii), if as a result of a change of control or asset sale, but only if any rights of the holders thereof upon the occurrence of such change of control or asset sale are subject to the prior payment in full of all Obligations (other than contingent indemnification obligations), the cancellation or expiration of all Letters of Credit and the termination of the Aggregate Commitments. Dollar and $ means the lawful currency of the United States. Dollar Equivalent means, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in any Alternative Currency, the equivalent amount thereof in Dollars as determined by the Administrative Agent or the L/C Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of Dollars with such Alternative Currency. Domestic Subsidiary means any Subsidiary that is organized under the laws of any political subdivision of the United States. Eligible Assignee means any Person that is a commercial bank, insurance company, investment or mutual fund or other entity that is an accredited investor (as defined in Regulation D under the Securities Act) and that meets the requirements to be an assignee under Section 10.06(b)(iii), 10.06(b)(v) and 10.06(b)(vi) (subject to such consents, if any, as may be required under Section 10.06(b)(iii)). EMU Legislation means the legislative measures of the European Community relating to Economic and Monetary Union. Environmental Laws means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, enforceable judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems. Environmental Liability means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Parent, any other Loan Party or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any enforceable contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing. Environmental Permit means any permit, approval, identification number, license or other authorization required under any Environmental Law. Equity Interests means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, but excluding, in each case, convertible debt. ERISA means the Employee Retirement Income Security Act of 1974. ERISA Affiliate means any trade or business (whether or not incorporated) under common control with the Parent within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code). ERISA Event means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of the Parent or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Parent or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA, (e) the institution by the PBGC of proceedings to terminate a Pension Plan; (f) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (g) the determination that any Pension Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Internal Revenue Code or Sections 303, 304 and 305 of ERISA or (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Parent or any ERISA Affiliate. Euro and EUR means the lawful currency of the Participating Member States introduced in accordance with the EMU Legislation. Eurocurrency Rate means, for any Interest Period with respect to a Eurocurrency Rate Loan, the rate per annum (rounded upward, if necessary, to the nearest 1/100th of 1%) equal to the British Bankers Association LIBOR Rate (BBA LIBOR ), as it appears on the relevant Reuters Screen or any successor thereto (or, if such page or service shall not be available, such other commercially available source providing quotations of BBA LIBOR as reasonably determined by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for deposits in the relevant currency (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period. If such rate is not available at such time for any reason, then the Eurocurrency Rate for such Interest Period shall be the rate per annum determined by the Administrative Agent to be the rate per annum (rounded to the nearest 1/100th of 1%) equal to the rate at which deposits in the relevant currency for delivery on the first day of such Interest Period in Same Day Funds in the approximate amount of the Eurocurrency Rate Loan being made, continued or converted by Bank of America and with a term equivalent to such Interest Period would be offered by Bank of Americas London Branch (or other Bank of America branch or Affiliate) to major banks in the London or other offshore interbank market for such currency at their request at approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such Interest Period. For any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to (i) BBA LIBOR, at approximately 11:00 a.m., London time determined two London Banking Days prior to such date for Dollar deposits being delivered in the London interbank market for a term of one month commencing that day or (ii) if such published rate is not available at such time for any reason, the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the date of determination in same day funds in the approximate amount of the Base Rate Loan being made or maintained and with a term equal to one month would be offered by Bank of Americas London Branch to major banks in the London interbank Eurodollar market at their request at the date and time of determination. Eurocurrency Rate Loan means a Revolving Credit Loan or a Term A Loan that bears interest at a rate based on the Eurocurrency Rate. Event of Default has the meaning specified in Section 8.01. Exchange Act means the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder.

Excluded Issuance by the Parent or any of its Domestic Subsidiaries means an issuance of shares of capital stock of (or other ownership or profit interests in) such Person (a) upon the exercise of warrants, options or other rights for the purchase of such capital stock (or other ownership or profit interest) and (b) to the officers, directors or employees of the Parent or any of its Subsidiaries pursuant to purchase, incentive or option plans. Excluded Taxes means, with respect to the Administrative Agent, any Lender, the L/C Issuer or any other recipient of any payment to be made by or on account of any obligation of the Co-Borrowers hereunder, (a) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located, or as a result of the Administrative Agent or such Lenders, as applicable, being engaged in a trade or business in such jurisdiction (other than a trade or business that would not have arisen but for the Administrative Agent or Lender, as applicable, having executed, delivered, performed its obligations or received a payment under, or enforced the Loan Documents), (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which a CoBorrower is located, (c) any backup withholding tax that is required by the Code to be withheld from amounts payable to a Lender that has failed to comply with clause (A) of Section 3.01(e)(ii), (d) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Co-Borrowers under Section 10.13), any United States withholding tax that (i) is required to be imposed on amounts payable to such Foreign Lender pursuant to the Laws in force at the time such Foreign Lender becomes a party hereto (or designates a new Lending Office) or (ii) is attributable to such Foreign Lenders failure or inability (other than as a result of a Change in Law) to comply with clause (B) of Section 3.01(e)(ii), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from the Co-Borrowers with respect to such withholding tax pursuant to Section 3.01(a)(ii) or 3.01(a)(iii) and (e) any Taxes imposed on any "withholdable payment" payable to such recipient as a result of the failure of such recipient to satisfy the applicable requirements as in effect after December 31, 2012 under FATCA to establish that such payment is exempt from withholding under FATCA. Existing Credit Agreement means the Credit Agreement dated as of May 19, 2008 among the Parent, Bank of America, N.A., as administrative agent, swing line lender and L/C issuer and a syndicate of lenders. Existing Letters of Credit means those letters of credit issued pursuant to the Existing Credit Facility and set forth on Schedule 1.01A. Facility means the Term A Facility, the Revolving Credit Facility, the Multicurrency Revolving Credit Facility or the US Dollar Revolving Credit Facility as the context may require. FATCA means Sections 1471 through 1474 of the Code and any regulations promulgated thereunder or official interpretations thereof. Federal Funds Rate means, for any day, the rate per annum (expressed as a decimal, rounded upwards, if necessary, to the next higher 1/100 of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as reasonably determined by the Administrative Agent. Fee Letter means the letter agreement, dated December 1, 2010, among the Parent, Bank of America, N.A., JPMorgan Chase Bank, N.A. and the Joint Bookrunners. Foreign Lender means any Lender that is organized under the Laws of a jurisdiction other than that in which any Co-Borrower is resident for tax purposes (including such a Lender when acting in the capacity of the L/C Issuer). For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction. Foreign Subsidiary means any Subsidiary other than a Domestic Subsidiary. Fronting Exposure means, at any time there is a Defaulting Lender, (a) with respect to the L/C Issuer, such Defaulting Lenders Applicable Percentage of the outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lenders participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to the Swing Line Lender, such Defaulting Lenders Applicable Percentage of Swing Line Loans other than Swing Line Loans as to which such Defaulting Lenders participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof. FRB means the Board of Governors of the Federal Reserve System of the United States. Fund means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities. GAAP means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied. Governmental Authority means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank). Guarantee means, as to any Person, any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other monetary obligation payable or performable by another Person (the primary obligor) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other monetary obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other monetary obligation of the payment or performance of such Indebtedness or other monetary obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other monetary obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other monetary obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided that the term Guarantee shall not include endorsements for collection or deposit, in either case in the ordinary course of business, or customary and reasonable indemnity obligations in effect on the Closing Date or entered into in the ordinary course of business or in connection with any acquisition or disposition of assets permitted under this Agreement. The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term Guarantee as a verb has a corresponding meaning.

Guarantee and Security Agreement means the Guarantee and Security Agreement, dated as of the date hereof, among the Co-Borrowers, the Guarantors and the Administrative Agent, substantially in the form of Exhibit F, together with each other guarantee and security agreement and guarantee and security agreement supplement delivered pursuant to Section 6.12. Guarantors means, collectively, the Subsidiaries of the Co-Borrowers listed on Schedule 6.12 and each other Subsidiary of the Parent that shall be required to execute and deliver a Security Agreement Supplement pursuant to Section 6.12. Guaranty means the Guarantee made by the Loan Parties in favor of the Secured Parties pursuant to the Guarantee and Security Agreement. Hazardous Materials means all explosive or radioactive substances or wastes and all hazardous, ignitable, corrosive, reactive or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and any other chemicals of concern or substances or wastes similar to the foregoing regulated pursuant to any Environmental Law. Hedge Bank means (i) any Person that, at the time it enters into a Swap Contract with the Parent or any Subsidiary that is permitted under Article VI or VII, is a Lender or an Affiliate of a Lender, and (ii) any Person that, with respect to any Swap Contract that exists as of the Closing Date, is a Lender or an Affiliate of a Lender on the Closing Date, in each case, in its capacity as a party to such Swap Contract. Immaterial Subsidiary means any Subsidiary (a) the total assets of which for the most recently ended fiscal quarter (determined on a consolidated basis for such Subsidiary and its Subsidiaries) are less than or equal to 7% of the total assets of the Parent and its Subsidiaries (determined on a consolidated basis in accordance with GAAP), (b) the total revenue of which for the most recently ended fiscal quarter (determined on a consolidated basis for such Subsidiary and its Subsidiaries) was less than or equal to 7% of the total revenue of the Parent and its Subsidiaries for the most recently ended fiscal quarter (determined on a consolidated basis in accordance with GAAP) and (c) designated by the Co-Borrowers as such by written notice to the Administrative Agent; provided, that the Subsidiaries designated by the Co-Borrowers as Immaterial Subsidiaries on the Closing Date shall be those set forth on Schedule 1.01B; provided further, that (x) the total assets of all Immaterial Subsidiaries (and their Subsidiaries) shall not exceed 10% of the total assets of the Parent and its Subsidiaries (determined on a consolidated basis in accordance with GAAP) and (y) the total revenue of all Immaterial Subsidiaries (and their Subsidiaries) shall not exceed 10% of the total revenue of the Parent and its Subsidiaries for the most recently ended fiscal quarter (determined on a consolidated basis in accordance with GAAP). The Co-Borrowers shall be permitted at any time to redesignate any Subsidiary previously designated as an Immaterial Subsidiary as a Subsidiary that is not an Immaterial Subsidiary. Incremental Facility has the meaning specified in Section 10.01(b). Indebtedness means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP: (a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments; (b) the maximum amount (after giving effect to any prior drawings or reductions which have been reimbursed) of all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers acceptances, bank guaranties, surety bonds and similar instruments issued or created by or for the account of such Person; (c) for purposes of Sections 7.02 and 8.01(e) only, net obligations of such Person under any Swap Contract;

(d) all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable and other accrued liabilities in the ordinary course of business which (i) are not past due for more than 90 days after the date on which such trade account or liability was created) or (ii) are being contested in good faith by such Person; (e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse; provided, that in the case of indebtedness that has not been assumed by such Person or is limited in recourse, the amount thereof that shall be deemed to be Indebtedness shall be equal to the lesser of the fair market value of such property subject to such Lien or the amount of the indebtedness so secured; (f) all Attributable Indebtedness in respect of Capitalized Leases and Synthetic Lease Obligations of such Person and all Synthetic Debt of such Person; (g) all Disqualified Equity Interests of such Person or any of its Subsidiaries, in each case valued at the greater of its stated value, redemption value, or liquidation value or preference; and (h) all Guarantees of such Person in respect of any of the foregoing.

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer to the extent such Person would be liable therefor under applicable Law or any agreement or instrument as a result of such Persons ownership interest in or other relationship with such partnership or joint venture, unless such Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. Indemnified Taxes means Taxes other than Excluded Taxes. Indemnitees has the meaning specified in Section 10.04(b). Information has the meaning specified in Section 10.07. Interest Payment Date means, (a) as to any Eurocurrency Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date of the Facility under which such Loan was made; provided, however, that if any Interest Period for a Eurocurrency Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan or Swing Line Loan, the last Business Day of each March, June, September and December and the Maturity Date of the Facility under which such Loan was made (with Swing Line Loans being deemed made under the Revolving Credit Facility for purposes of this definition). Interest Period means, as to each Eurocurrency Rate Loan, the period commencing on the date such Eurocurrency Rate Loan is disbursed or converted to or continued as a Eurocurrency Rate Loan and ending on the date one, two, three or six months thereafter, as selected by the Co-Borrowers in a Committed Loan Notice or such other period that is twelve months or less requested by the Co-Borrowers and consented to by all of the Appropriate Lenders; provided that:

(a) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day; (b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and (c) no Interest Period shall extend beyond the Maturity Date of the Facility under which such Loan was made.

International Plan means any defined benefit plan as such term is defined in Section 3(35) of ERISA, whether or not such plan is subject to ERISA or the Code, which is sponsored, maintained, administered, contributed to, extended or arranged by the Parent or its Affiliates or under which the Parent or its Affiliates has any liability (contingent or otherwise) and covers any current or former employee, officer, director or independent contractor of the Parent or its Affiliates who is located exclusively outside of the United States. Investment means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or interest in, another Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of all or substantially all of the assets of a business unit of another Person, or all or a substantial part of the business or assets of another Person; provided, that Investment shall not include any Capital Expenditures. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested net of any return representing a return of capital with respect to such Investment, without adjustment for subsequent increases or decreases in the value of such Investment. IP Rights has the meaning specified in Section 5.18. IRS means the United States Internal Revenue Service. ISP means, with respect to any Letter of Credit, the International Standby Practices-ISP98 published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance). Issuer Documents means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by the L/C Issuer and a Co-Borrower (or any Subsidiary thereof) or by a Co-Borrower (or any Subsidiary thereof) in favor of the L/C Issuer and relating to such Letter of Credit. Judgment Amount means 15% of Consolidated EBITDA (as of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 6.01(a) or 6.01(b)). Joint Bookrunner means each of Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC, each in its capacity as a Joint Lead Arranger and Joint Bookrunner under this Agreement. JPMorgan Chase means JPMorgan Chase Bank, N.A. and its successors. KCI International Holding Company means KCI International Holding Company, a Delaware corporation. KCI MS Unlimited means KCI MS Unlimited, a Cayman Islands corporation. KCII Holdings, L.L.C. means KCII Holdings, L.L.C., a Delaware limited liability company. KCIMR Pledge means an Irish law governed pledge agreement, in form and substance reasonably satisfactory to the Administrative Agent, pursuant to which 65% of the Class A Ordinary Shares of KCI Medical Resources (Ireland) are pledged as Collateral to secure the Secured Obligations. Laws means, in respect of any Person, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority applicable to such Person or its properties, in each case whether or not having the force of law. L/C Advance means, with respect to each Multicurrency Revolving Credit Lender, such Lenders funding of its participation in any L/C Borrowing in accordance with its Applicable Revolving Credit Percentage. L/C Borrowing means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Multicurrency Revolving Credit Borrowing. L/C Credit Extension means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof. L/C Issuer means (i) Bank of America in its capacity as issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder and (ii) solely with respect to certain Existing Letters of Credit issued by it, Wells Fargo Bank, N.A. L/C Obligations means, as at any date of determination, without duplication, the aggregate amount available to be drawn on such date under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts on such date, including all L/C Borrowings. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be outstanding in the amount so remaining available to be drawn. Lead Arrangers means those institutions identified as Lead Arrangers on the cover page of this Agreement. Legal Reservations means: (a) (b) rights of creditors; the principle that equitable remedies may be granted or refused at the discretion of a court; the limitation of enforcement by laws relating to insolvency, reorganization, penalties and other laws generally affecting the

(c)

the time barring of claims under statutes of limitations; and

(d) principles which are set out in the qualifications as to matters of law in any legal opinion delivered on the Closing Date in connection with this Agreement. Lender has the meaning specified in the introductory paragraph hereto and, as the context requires, includes the Swing Line Lender; provided that, after the date hereof, only Persons who become a Lender pursuant to Section 10.06(b) by executing an Assignment and Assumption shall be added as a Lender for purposes of this definition. Lending Office means, as to any Lender, the office or offices of such Lender described as such in such Lenders Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Co-Borrowers and the Administrative Agent in writing. Letter of Credit means any letter of credit issued hereunder and shall include the Existing Letters of Credit. A Letter of Credit may be a commercial letter of credit or a standby letter of credit. Letter of Credit Application means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the L/C Issuer. Letter of Credit Expiration Date means the day that is seven days prior to the Maturity Date then in effect for the Revolving Credit Facility (or, if such day is not a Business Day, the next preceding Business Day). Letter of Credit Fee has the meaning specified in Section 2.03(h). Letter of Credit Sublimit means an amount equal to $75,000,000. The Letter of Credit Sublimit is part of, and not in addition to, the Multicurrency Revolving Credit Facility. Lien means any mortgage, pledge, hypothecation, collateral assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing). Liquidity Measure means, on any date, the sum, on such date, of (i) the excess of (x) the aggregate Revolving Credit Commitments over (y) the Total Revolving Credit Outstandings, plus (ii) the total amount of cash and Cash Equivalents to the extent (x) held by Loan Parties and (y) not subject to any Lien (other than (i) Liens in favor of the Administrative Agent for the benefit of the Secured Parties created pursuant to the Collateral Documents and (ii) Liens permitted pursuant to Sections 7.01(c), 7.01(d) and 7.01(e)). Loan means an extension of credit by a Lender to the Co-Borrowers under Article II in the form of a Term A Loan, a Revolving Credit Loan, a Swing Line Loan or a loan under the Incremental Facility. Loan Documents means, collectively, (a) this Agreement, (b) the Notes, (c) the Collateral Documents and (d) each Issuer Document. Loan Parties means, collectively, the Co-Borrowers and each Guarantor. Long-Term Debt means any Indebtedness that, in accordance with GAAP, constitutes (or, when incurred, constituted) a long-term liability. Mandatory Cost means, with respect to any period, the percentage rate per annum determined in accordance with Schedule 1.01C. Margin Stock has the meaning specified in Regulation U. Material Adverse Effect means (a) a material adverse effect upon the business, financial condition or operations of the Parent and its Subsidiaries taken as a whole or (b) a material adverse effect on (i) the rights and remedies of the Administrative Agent or any Lender under any Loan Document, or (ii) the ability of the Loan Parties to perform their obligations under the Loan Documents. Maturity Date means, with respect to each Facility, the fifth anniversary of the Closing Date; provided, however, that if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day. Measurement Period means, at any date of determination, the most recently completed four fiscal quarters of the Parent. Medicaid means that government-sponsored entitlement program under Title XIX, P.L. 89-97 of the Social Security Act, which provides federal grants to states for medical assistance based on specific eligibility criteria, as set forth on Section 1396, et seq. of Title 42 of the United States Code. Medicare means that government-sponsored insurance program under Title XVIII, P.L. 89-97, of the Social Security Act, which provides for a health insurance system for eligible elderly and disabled individuals, as set forth at Section 1395, et seq. of Title 42 of the United States Code. Moodys means Moodys Investors Service, Inc. and any successor thereto. Multicurrency Revolving Credit Borrowing means a borrowing consisting of simultaneous Multicurrency Revolving Credit Loans of the same Type and, in the case of Eurocurrency Rate Loans, having the same Interest Period made by each of the Multicurrency Revolving Credit Lenders pursuant to Section 2.01(b). Multicurrency Revolving Credit Commitment means, as to each Multicurrency Revolving Credit Lender, its obligation to (a) make Multicurrency Revolving Credit Loans to the Co-Borrowers pursuant to Section 2.01(b), (b) purchase participations in L/C Obligations, and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the Dollar Equivalent of the amount set forth opposite such Lenders name on Schedule 2.01 under the caption Multicurrency Revolving Credit Commitment or opposite such caption in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. Multicurrency Revolving Credit Facility means, at any time, the aggregate amount of the Multicurrency Revolving Credit Lenders Multicurrency Revolving Credit Commitments at such time. Multicurrency Revolving Credit Lender means, at any time, any Lender that has a Multicurrency Revolving Credit Commitment at such time.

Multicurrency Revolving Credit Loan has the meaning specified in Section 2.01(b). Multicurrency Revolving Credit Note means a promissory note made by the Co-Borrowers in favor of a Multicurrency Revolving Credit Lender evidencing Multicurrency Revolving Credit Loans made by such Multicurrency Revolving Credit Lender, substantially in the form of Exhibit C-2. Multiemployer Plan means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Parent or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding six plan years, has made or been obligated to make contributions. Net Cash Proceeds means: (a) with respect to any Disposition by the Parent or any of its Domestic Subsidiaries or any Casualty Event, the excess, if any, of (i) the sum of cash and Cash Equivalents received in connection with such Disposition or Casualty Event (including any cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received and, with respect to any Casualty Event, any insurance proceeds or condemnation awards in respect of such Casualty Event actually received by or paid to or for the account of the Parent or any of its Domestic Subsidiaries) over (ii) the sum of (A) the principal amount of any Indebtedness that is secured by the asset subject to such Disposition or Casualty Event and that is required to be repaid in connection with such Disposition or Casualty Event (other than Indebtedness under the Loan Documents) and the amount of any premium or penalty, if any, and interest due with respect to such Indebtedness, (B) reasonable and customary out-of-pocket commissions, costs, premiums, fees and other expenses incurred by the Parent or such Domestic Subsidiary in connection with such Disposition or Casualty Event, including, without limitation, attorneys fees, accountants fees, investment banking fees, brokerage fees, consultant fees, purchaser due diligence costs (to the extent borne by the Parent or any Subsidiary), survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes (or if such costs and expenses have not then been incurred or invoiced, the Parents good faith estimates thereof), (C) Taxes reasonably estimated to be actually payable within two years of the date of the relevant Disposition or Casualty Event as a result of any gain recognized in connection therewith and any Tax distributions to be made to any direct or indirect holder of the seller in connection with such Disposition; provided that, if the amount of any estimated taxes pursuant to subclause (C) exceeds the amount of taxes actually required to be paid in cash in respect of such Disposition or Casualty Event, the aggregate amount of such excess shall constitute Net Cash Proceeds, (D) a reasonable reserve for indemnification payments (fixed or contingent) attributable to sellers indemnities and representations and warranties to purchaser in respect of such Disposition undertaken by the Parent or any of its Subsidiaries in connection with such Disposition and other reasonable reserves made by the Parent or any Subsidiary in good faith in respect to the sale price of such asset or assets for post-closing adjustments or to fund any liabilities retained by the Parent or any of its Subsidiaries and (E) in the case of proceeds arising out of the sublease or sublicense of any property, amounts required to be paid in respect of the lease or license of such property; and (b) with respect to the sale or issuance of any Equity Interest by the Parent, or the incurrence or issuance of any Indebtedness by the Parent or any of its Domestic Subsidiaries, the excess of (i) the sum of the cash and Cash Equivalents received in connection with such transaction over (ii) (a) Taxes reasonably estimated to be actually payable within two years of the date of such sale or issuance and (b) the underwriting discounts and commissions, and other reasonable and customary out-of-pocket costs, fees and expenses incurred by the Parent or such Domestic Subsidiary in connection with such sale or issuance (or, if such costs and expenses have not been incurred or invoiced, the Parents good faith estimates thereof); provided that (x) no proceeds realized in a single transaction or series of related transactions and calculated pursuant to either of the foregoing clauses (a) and (b) shall constitute Net Cash Proceeds unless such proceeds shall exceed $5,000,000 and (y) no proceeds calculated pursuant to the foregoing clauses (a) and (b), collectively, shall constitute Net Cash Proceeds in any calendar year until the aggregate amount of all such proceeds in such calendar year shall exceed $15,000,000. Net Income means, with respect to any Person for any Measurement Period, the net income (loss) of such Person for such Measurement Period, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends. New Headquarters has the meaning specified in Section 7.15. Note means a Term A Note, a Multicurrency Revolving Credit Note or a US Dollar Revolving Credit Note, as the context may require. Obligations means all unpaid principal of and accrued and unpaid interest on the Loans, all L/C Obligations, all accrued and unpaid fees and all expenses, reimbursements, indemnities and other obligations of the Loan Parties to the Lenders or to any Lender, the Administrative Agent, the Joint Bookrunners, the Lead Arrangers, the L/C Issuer or any Indemnitee arising under the Loan Documents (including pursuant to the Guaranty). OFAC means the U.S. Department of the Treasury's Office of Foreign Assets Control. Organization Documents means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity. Other Taxes means all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document. Outstanding Amount means (a) with respect to Term A Loans, Multicurrency Revolving Credit Loans, US Dollar Revolving Credit Loans and Swing Line Loans on any date, the Dollar Equivalent amount of the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Term A Loans, Multicurrency Revolving Credit Loans, US Dollar Revolving Credit Loans and Swing Line Loans, as the case may be, occurring on such date; and (b) with respect to any L/C Obligations on any date, the Dollar Equivalent amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by the Co-Borrowers of Unreimbursed Amounts (including via a Revolving Credit Borrowing or Cash Collateralization of a Letter of Credit). Parent Audited Financial Statements means the audited consolidated balance sheet of the Parent and its Subsidiaries for the fiscal year ended December 31, 2009, and the related audited consolidated statements of income or operations, shareholders equity and cash flows for such fiscal year of the Parent and its Subsidiaries, including the notes thereto. Parent Unaudited Financial Statements means the unaudited consolidated balance sheet of the Parent and its Subsidiaries dated September 30, 2010, and the related consolidated statements of income or operations, shareholders equity and cash flows for the fiscal quarter ended on that date. Participant has the meaning specified in Section 10.06(d).

Participating Member State means each state so described in any EMU Legislation. PBGC means the Pension Benefit Guaranty Corporation and its successors and assigns. Pension Act means the Pension Protection Act of 2006. Pension Funding Rules means the rules of the Internal Revenue Code and ERISA regarding minimum required contributions (including any installment payment thereof) to Pension Plans, with respect to plan years ending prior to the effective date of the Pension Act, as set forth in Section 412 of the Internal Revenue Code and Section 302 of ERISA, each as in effect prior to the Pension Act and, thereafter, Section 412, 430, 431, 432 and 436 of the Internal Revenue Code and Sections 302, 303, 304 and 305 of ERISA. Pension Plan means an employee pension benefit plan within the meaning of Section 3(2) of ERISA.

Permitted Additional Indebtedness means senior, mezzanine or subordinated Indebtedness; provided that (a) such Indebtedness is not secured by a Lien on the assets of the Parent or any Subsidiary, (b) the terms of such Indebtedness do not provide for any scheduled repayment, mandatory redemption, sinking fund obligation or other payment in respect of the principal thereof prior to the date that is 91 days after the Maturity Date with respect to the Term A Facility (or, if later, the Maturity Date with respect to the Revolving Credit Facility or any Incremental Facility structured as a new term loan tranche), other than customary offers to purchase upon a change of control, merger, delisting, approval of a plan of liquidation or dissolution or similar events and customary acceleration rights upon an event of default, (c) the non-economic terms, covenants and conditions of such Indebtedness are not materially less favorable to the obligor thereon or to the Lenders than the Obligations, (d) if such Indebtedness is subordinated Indebtedness, the terms of such Indebtedness provide for customary subordination of such Indebtedness to the Obligations and (e) no Subsidiary of the Parent (other than a Loan Party) is an obligor under such Indebtedness (including pursuant to any Guarantee thereof). For the avoidance of doubt, payment of the conversion consideration upon conversion of convertible Indebtedness shall not constitute a payment in respect of the principal thereof. Permitted Additional Foreign Indebtedness means senior, mezzanine or subordinated Indebtedness; provided that (a) such Indebtedness is not secured by a Lien on the assets of the Parent or any Subsidiary, (b) the terms of such Indebtedness do not provide for any scheduled repayment, mandatory redemption, sinking fund obligation or other payment in respect of the principal thereof prior to the date that is 91 days after the Maturity Date with respect to the Term A Facility (or, if later, the Maturity Date with respect to the Revolving Credit Facility or any Incremental Facility structured as a new term loan tranche), other than customary offers to purchase upon a change of control and customary acceleration rights upon an event of default, (c) the non-economic terms, covenants and conditions of such Indebtedness are not materially less favorable to the obligor thereon or to the Lenders than the Obligations and (d) no Loan Party is an obligor under such Indebtedness (including pursuant to any Guarantee thereof). Permitted Refinancing Indebtedness means Indebtedness issued or incurred (including by means of the extension or renewal of existing Indebtedness) to refinance, refund, extend, renew or replace existing Indebtedness (Refinanced Indebtedness); provided that (a) the principal amount of such Indebtedness is not greater than the principal amount of such Refinanced Indebtedness plus the amount of any premiums or penalties and accrued and unpaid interest paid thereon and reasonable fees and expenses, in each case associated with such refinancing, refunding, extension, renewal or replacement, (b) such refinancing, refunding, extending, renewing or replacing Indebtedness has a final maturity that is no sooner than, and a weighted average life to maturity that is no shorter than, that of such Refinanced Indebtedness, (c) if such Refinanced Indebtedness or any Guarantees thereof are subordinated to the Obligations, such refinancing, refunding, extending, renewing or replacing Indebtedness and any Guarantees thereof remain so subordinated on terms no less favorable to the Lenders and (d) the non-economic terms, covenants and conditions thereof are not materially less favorable to the obligor thereon or to the Lenders than those of the Indebtedness being modified, refinanced, renewed, refunded, replaced or extended. Person means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity. Plan means any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Plan), maintained for employees of the Parent or any ERISA Affiliate or any such Plan to which the Parent or any ERISA Affiliate is required to contribute on behalf of any of its employees. Platform has the meaning specified in Section 6.02. Pledged Certificated Securities has the meaning specified in the Guarantee and Security Agreement. Pledged Equity Interests has the meaning specified in the Guarantee and Security Agreement. Post Closing Letter means that certain letter agreement, dated as of the date hereof, among the Co-Borrowers and the Administrative Agent regarding the delivery of certain items after the Closing Date. Pro Forma Basis means, with respect to any calculation or determination for the Parent for any Measurement Period, that in making such calculation or determination on the specified date of determination (the Determination Date): (1) pro forma effect will be given to any Indebtedness incurred by the Parent or any of its Subsidiaries (including by assumption of then outstanding Indebtedness or by a Person becoming a Subsidiary) (Incurred) after the beginning of the Measurement Period and on or before the Determination Date to the extent the Indebtedness is outstanding or is to be Incurred on the Determination Date, as if such Indebtedness had been Incurred on the first day of the Measurement Period; (2) pro forma calculations of interest on Indebtedness bearing a floating interest rate will be made as if the rate in effect on the Determination Date (taking into account any Swap Contract applicable to the Indebtedness) had been the applicable rate for the entire reference period; (3) Consolidated Fixed Charges related to any Indebtedness no longer outstanding or to be repaid or redeemed on the Determination Date, except for Consolidated Interest Expense accrued during the Measurement Period under a revolving credit to the extent of the commitment thereunder (or under any successor revolving credit) in effect on the Determination Date, will be excluded as if such Indebtedness was no longer outstanding or was repaid or redeemed on the first day of the Measurement Period; (4) pro forma effect will be given to

(A) the acquisition or disposition of companies, divisions or lines of businesses by the Parent and its Subsidiaries, including any acquisition or disposition of a company, division or line of business since the beginning of the reference period by a Person that became a Subsidiary after the beginning of the Measurement Period, and

(B) the discontinuation of any discontinued operations but, in the case of Consolidated Fixed Charges, only to the extent that the obligations giving rise to Consolidated Fixed Charges will not be obligations of the Parent or any Subsidiary following the Determination Date that have occurred since the beginning of the Measurement Period and before the Determination Date as if such events had occurred, and, in the case of any disposition, the proceeds thereof applied, on the first day of the Measurement Period. To the extent that pro forma effect is to be given to an acquisition or disposition of a company, division or line of business, the pro forma calculation will be based upon the most recent four full fiscal quarters for which the relevant financial information is available. Projections has the meaning specified in Section 4.01(a)(viii). Public Lender has the meaning specified in Section 6.02. Register has the meaning specified in Section 10.06(c). Regulations T, U and X mean Regulations T, U and X of the FRB as from time to time in effect and all official rulings and interpretations thereunder or thereof. Related Parties means, with respect to any Person, such Persons Affiliates and the partners, directors, officers, employees, agents, trustees and advisors of such Person and of such Persons Affiliates. Replacement Convertible Notes means any Permitted Refinancing Indebtedness issued to refinance, refund, extend, renew or replace the Convertible Senior Notes, which Permitted Refinancing Indebtedness is convertible into or by reference to Parents Equity Interests. Replacement Convertible Notes Indenture means the indenture (including any supplemental indentures) pursuant to which Replacement Convertible Notes are issued. Reportable Event means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived. Request for Credit Extension means (a) with respect to a Borrowing, conversion or continuation of Term A Loans or Revolving Credit Loans, a Committed Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swing Line Loan, a Swing Line Loan Notice. Required Facility Lenders means, with respect to any Facility as of any date of determination, Lenders holding more than 50% of the sum of the (a) Total Outstandings under such Facility (with the aggregate amount of each Multicurrency Revolving Credit Lenders risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed held by such Multicurrency Revolving Credit Lender for purposes of this definition) and (b) aggregate unused Commitments under such Facility; provided that the unused Commitments of, and the portion of the Total Outstandings under such Facility held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Facility Lenders. Required Lenders means, as of any date of determination, Lenders holding more than 50% of the sum of the (a) Total Outstandings (with the aggregate amount of each Multicurrency Revolving Credit Lenders risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed held by such Multicurrency Revolving Credit Lender for purposes of this definition) and (b) aggregate unused Revolving Credit Commitments; provided that the unused Revolving Credit Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders. Responsible Officer means any of the President, the Chief Executive Officer, the Chief Financial Officer, any Senior Vice President, the Controller or the Treasurer of the applicable Loan Party, or any person designated by any such Person in writing to the Administrative Agent from time to time, acting singly. Restricted Payment means any dividend or other distribution (whether in cash, securities or other property) with respect to any capital stock or other Equity Interest of any Person or any of its Subsidiaries, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such capital stock or other Equity Interest, or on account of any return of capital to any Persons stockholders, partners or members (or the equivalent of any thereof), or any option, warrant or other right to acquire any such dividend or other distribution or payment; provided, that for purposes of this definition, the term Equity Interest shall include (i) the Convertible Senior Notes, any Replacement Convertible Notes and any Additional Convertible Notes and, without duplication (ii) any other securities convertible into or exchangeable for any capital stock of the Parent or any of its Subsidiaries. Revaluation Date means (a) with respect to any Loan, each of the following: (i) each date of a Borrowing of a Eurocurrency Rate Loan denominated in an Alternative Currency, (ii) each date of a continuation of a Eurocurrency Rate Loan denominated in an Alternative Currency pursuant to Section 2.02, (iii) as of the end of each month with respect to calculations made pursuant to Section 2.05(b)(viii) and (iv) with respect to calculations of the Dollar Equivalent made pursuant to Section 2.12, each date a payment is made in Dollars in lieu of the applicable Alternative Currency; and (b) with respect to any Letter of Credit issued or to be issued in an Alternative Currency, each of the following: (i) (x) each date of issuance of a Letter of Credit denominated in an Alternative Currency (other than an Existing Letter of Credit) and (y) the Closing Date with respect to any Existing Letter of Credit denominated in an Alternative Currency, in each case with respect to determinations to be made pursuant to Section 2.03(a)(i) and with respect to calculation of the Letter of Credit Fee pursuant to Section 2.03(i) and the fronting fee pursuant to Section 2.03(i), (ii) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount) with respect to determinations to be made pursuant to Section 2.03(a)(i), (iii) each date of any payment by the L/C Issuer under any Letter of Credit denominated in an Alternative Currency and (iv) on the Honor Date with respect to determinations to be made pursuant to Section 2.03(c). Revolving Credit Borrowing means a Multicurrency Revolving Credit Borrowing or a US Dollar Revolving Credit Borrowing, as the context may require. Revolving Credit Commitment means a Multicurrency Revolving Credit Commitment or a US Dollar Revolving Credit Commitment, as the context may require. Revolving Credit Facility means, collectively, the Multicurrency Revolving Credit Facility and the US Dollar Revolving Credit Facility. Revolving Credit Lender means a Multicurrency Revolving Credit Lender or a US Dollar Revolving Credit Lender, as the context may require. Revolving Credit Loan has the meaning specified in Section 2.01(b).

Same Day Funds means (a) with respect to disbursements and payments in Dollars, immediately available funds, and (b) with respect to disbursements and payments in an Alternative Currency, same day or other funds as may be reasonably determined by the Administrative Agent or the L/C Issuer, as the case may be, to be customary in the place of disbursement or payment for the settlement of international banking transactions in the relevant Alternative Currency. Sanctioned Entity means a country or a government of a country, an agency of the government of a country, an organization directly or indirectly controlled by a country or its government, or a person or entity resident in or determined to be resident in a country, that is subject to a country sanctions program administered and enforced by OFAC. Sanctioned Person means a person named on the list of "Specially Designated Nationals and Blocked Persons" maintained by OFAC. S&P means Standard & Poors Ratings Services, a division of The McGraw-Hill Companies, Inc., and any successor thereto. SEC means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions. Secured Cash Management Agreement means any Cash Management Agreement that is entered into by and between any Loan Party and any Cash Management Bank. Secured Hedge Agreement means any Swap Contract required or permitted under Article VI or VII that is entered into by and between any Loan Party and any Hedge Bank. Secured Obligations means all Obligations, together with all obligations of the Loan Parties under (a) any Secured Hedge Agreement and (b) any Secured Cash Management Agreement. Secured Parties means, collectively, the Administrative Agent, the Lenders, the L/C Issuer, the Hedge Banks, the Cash Management Banks, each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.05, and the other Persons the Secured Obligations owing to which are or are purported to be secured by the Collateral under the terms of the Collateral Documents. Securities Act means the Securities Act of 1933. Security Agreement Supplement has the meaning specified in the Guarantee and Security Agreement. Significant Shareholder means any Person that: (a) on the date hereof possesses, directly or indirectly, and such possession has been publicly disclosed, the power to vote 5% or more of the outstanding shares of common stock of the Parent, (b) is or hereafter becomes a spouse of or any other relative (by blood, marriage or adoption) of a Person described in clause (a),

(c) is or becomes a transferee of the interests of any of the foregoing Person or Persons by descent or by trust or similar arrangement intended as a method of descent, or (d) is (x) an employee benefit or stock ownership plan of the Parent or (y) a grantor trust established for the funding, directly or indirectly, of the Parents employee benefit plans and programs. Social Security Act means the Social Security Act of 1965. Solvent and Solvency mean, with respect to any Person on any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Persons ability to pay such debts and liabilities as they mature and (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Persons property would constitute an unreasonably small capital. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability. Special Notice Currency means at any time an Alternative Currency, other than the currency of a country that is a member of the Organization for Economic Cooperation and Development at such time located in North America or Europe. Spot Rate for a currency means the rate determined by the Administrative Agent or the L/C Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the L/C Issuer may obtain such spot rate from another financial institution designated by the Administrative Agent or the L/C Issuer if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the L/C Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency. Sterling and mean the lawful currency of the United Kingdom. Subsidiary of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person; provided, that an Aircraft Trust shall be deemed to be a Subsidiary of the Parent only if it is, or if it is required to be, consolidated in the financial statements of the Parent in accordance with GAAP (it being understood that, as of the date hereof, the Aircraft Trusts are not required to be consolidated in the financial statements of the Parent in accordance with GAAP). Unless otherwise specified, all references herein to a Subsidiary or to Subsidiaries shall refer to a Subsidiary or Subsidiaries of the Parent. Swap Contract means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International

Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a Master Agreement), including any such obligations or liabilities under any Master Agreement. Swap Termination Value means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender). Swing Line Borrowing means a borrowing of a Swing Line Loan pursuant to Section 2.04. Swing Line Lender means Bank of America in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder. Swing Line Loan has the meaning specified in Section 2.04(a). Swing Line Loan Notice means a notice of a Swing Line Borrowing pursuant to Section 2.04(b), which, if in writing, shall be substantially in the form of Exhibit B. Swing Line Sublimit means an amount equal to $25,000,000. The Swing Line Sublimit is part of, and not in addition to, the Multicurrency Revolving Credit Facility. Synthetic Debt means, with respect to any Person as of any date of determination thereof, all obligations of such Person in respect of transactions entered into by such Person that are intended to function primarily as a borrowing of funds but are not otherwise included in the definition of Indebtedness or as a liability on the consolidated balance sheet of such Person and its Subsidiaries in accordance with GAAP (other than operating leases). Synthetic Lease Obligation means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property (including sale and leaseback transactions), in each case, creating obligations that do not appear on the balance sheet of such Person but which, upon the application of any Debtor Relief Laws to such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment). TARGET Day means any day on which the Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET) payment system (or, if such payment system ceases to be operative, such other payment system (if any) reasonably determined by the Administrative Agent to be a suitable replacement) is open for the settlement of payments in Euros. Taxes means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto. Term A Borrowing means a borrowing consisting of simultaneous Term A Loans of the same Type and, in the case of Eurocurrency Rate Loans, having the same Interest Period made by each of the Term A Lenders pursuant to Section 2.01(a). Term A Commitment means, as to each Term A Lender, its obligation to make Term A Loans to the Co-Borrowers pursuant to Section 2.01(a) in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Term A Lenders name on Schedule 2.01 under the caption Term A Commitment or opposite such caption in the Assignment and Assumption pursuant to which such Term A Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. Term A Facility means the aggregate principal amount of the Term A Loans of all Term A Lenders outstanding at such time. Term A Lender means at any time any Lender that has a Term A Commitment or that holds a Term A Loan at such time. Term A Loan means an advance made by any Term A Lender under the Term A Facility. Term A Note means a promissory note made by the Co-Borrowers in favor of a Term A Lender evidencing Term A Loans made by such Term A Lender, substantially in the form of Exhibit C-1. Threshold Amount means $50,000,000. Total Multicurrency Revolving Credit Outstandings means the aggregate Outstanding Amount of all Multicurrency Revolving Credit Loans, Swing Line Loans and L/C Obligations. Total Outstandings means the aggregate Outstanding Amount of all Loans and all L/C Obligations. Total Revolving Credit Outstandings means, collectively, the Total Multicurrency Revolving Credit Outstandings and the Total US Dollar Revolving Credit Outstandings. Total US Dollar Revolving Credit Outstandings means the aggregate Outstanding Amount of all US Dollar Revolving Credit Loans. Type means, with respect to a Loan, its character as a Base Rate Loan or a Eurocurrency Rate Loan. UCC means the Uniform Commercial Code as in effect from time to time in the State of New York; provided that, if perfection or the effect of perfection or non-perfection or the priority of any security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, UCC means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority. United States and U.S. mean the United States of America. Unreimbursed Amount has the meaning specified in Section 2.03(c)(i). US Dollar Revolving Credit Borrowing means a borrowing consisting of simultaneous US Dollar Revolving Credit Loans of the same Type and, in the case of Eurocurrency Rate Loans, having the same Interest Period made by each of the US Dollar Revolving Credit Lenders pursuant to Section 2.01(b). US Dollar Revolving Credit Commitment means, as to each US Dollar Revolving Credit Lender, its obligation to make US Dollar Revolving Credit Loans to the Co-Borrowers pursuant to Section 2.01(b) in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lenders name on Schedule 2.01 under the caption US Dollar Revolving Credit Commitment or opposite such caption in the Assignment

and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. US Dollar Revolving Credit Facility means, at any time, the aggregate amount of the US Dollar Revolving Credit Lenders US Dollar Revolving Credit Commitments at such time. US Dollar Revolving Credit Lender means, at any time, any Lender that has a US Dollar Revolving Credit Commitment at such time. US Dollar Revolving Credit Loan has the meaning specified in Section 2.01(b). US Dollar Revolving Credit Note means a promissory note made by the Co-Borrowers in favor of a US Dollar Revolving Credit Lender evidencing US Dollar Revolving Credit Loans made by such US Dollar Revolving Credit Lender, substantially in the form of Exhibit C-3. Warrant Transaction means any call options, warrants or rights to purchase (or substantially equivalent derivative transactions) issued by the Parent substantially concurrently with a Convertible Note Hedge transaction. Yen and means the lawful currency of Japan. Section 1.02 Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words include, includes and including shall be deemed to be followed by the phrase without limitation. The word will shall be construed to have the same meaning and effect as the word shall. Unless the context requires otherwise, (i) any definition of or reference to any agreement (including the Loan Documents), instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Persons successors and permitted assigns, (iii) the words herein, hereof and hereunder, and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Preliminary Statements, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Preliminary Statements, Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words asset and property shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. (b) In the computation of periods of time from a specified date to a later specified date, the word from means from and including; the words to and until each mean to but excluding; and the word through means to and including. (c) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document. Section 1.03 Accounting Terms.

(a) Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, as in effect from time to time, except as otherwise specifically prescribed herein. (b) Changes in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement or any negative covenant or exception available thereunder set forth in any Loan Document, and either the Parent or the Required Lenders shall so request, the Administrative Agent and the Parent shall negotiate in good faith to amend such ratio, requirement, covenant or exception to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio, requirement, covenant or exception shall continue to be computed in accordance with GAAP immediately prior to such change therein and (ii) the Parent shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio, requirement, covenant or exception made before and after giving effect to such change in GAAP. Section 1.04 Rounding. Any financial ratios required to be maintained by the Parent pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number). Section 1.05 (daylight or standard, as applicable). Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time

Section 1.06 Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the Dollar Equivalent of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the Dollar Equivalent of the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time. Section 1.07 Currency Equivalents Generally; Change of Currency. For purposes of this Agreement and the other Loan Documents (other than Articles II, IX and X hereof), where the permissibility of a transaction or determinations of required actions or circumstances depend upon compliance with, or are determined by reference to, amounts stated in Dollars, such amounts shall be deemed to refer to Dollars or Dollar Equivalents and any requisite currency translation shall be based on the Spot Rate in effect on the Business Day immediately preceding the date of such transaction or determination. Notwithstanding the foregoing, for purposes of determining compliance with Sections 7.01, 7.02 and 7.03 with respect to any amount of Liens, Indebtedness or Investment in currencies other than Dollars, no Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Lien is created, Indebtedness is incurred or Investment is made. Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify with the Co-Borrowers consent (not to be unreasonably withheld) to appropriately reflect a change in currency of any country and any relevant market conventions or practices relating to such change in currency. Section 1.08 Additional Alternative Currencies.

(a) The Co-Borrowers may from time to time request that Eurocurrency Rate Loans be made and/or Letters of Credit be issued in a currency other than those specifically listed in the definition of Alternative Currency provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars. In the case of any such request with respect to the making of Eurocurrency Rate Loans, such request shall be subject to the approval of the Administrative Agent and the Revolving Credit Lenders; and in the case of any such request with respect to the issuance of Letters of Credit, such request shall be subject to the approval of the Administrative Agent and the L/C Issuer. (b) Any such request shall be made to the Administrative Agent not later than 11:00 a.m., 20 Business Days prior to the date of the desired Credit Extension (or such earlier time or date as may be agreed by the Administrative Agent or, in the case of any such request pertaining to Letters of Credit, the L/C Issuer, in its or their sole discretion). In the case of any such request pertaining to Eurocurrency Rate Loans, the Administrative Agent shall promptly notify each Revolving Credit Lender thereof; and in the case of any such request pertaining to Letters of Credit, the Administrative Agent shall promptly notify the L/C Issuer thereof. Each Revolving Credit Lender (in the case of any such request pertaining to Eurocurrency Rate Loans) or the L/C Issuer (in the case of a request pertaining to Letters of Credit) shall notify the Administrative Agent, not later than 11:00 a.m., ten Business Days after receipt of such request whether it consents, in its sole discretion, to the making of Eurocurrency Rate Loans or the issuance of Letters of Credit, as the case may be, in such requested currency. (c) Any failure by a Revolving Credit Lender or the L/C Issuer, as the case may be, to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Revolving Credit Lender or the L/C Issuer, as the case may be, to permit Eurocurrency Rate Loans to be made or Letters of Credit to be issued in such requested currency. If the Administrative Agent and all the Revolving Credit Lenders consent to making Eurocurrency Rate Loans in such requested currency, the Administrative Agent shall promptly so notify the Co-Borrowers and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Revolving Credit Borrowings of Eurocurrency Rate Loans; and if the Administrative Agent and the L/C Issuer consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Co-Borrowers and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.08, the Administrative Agent shall promptly so notify the CoBorrowers.

ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS Section 2.01 The Loans.

(a) The Term A Borrowings. Subject to the terms and conditions set forth herein, each Term A Lender severally agrees to make loans to the Co-Borrowers on the Closing Date in an aggregate amount not to exceed such Term A Lenders Term A Commitment. Each Term A Borrowing shall consist of Term A Loans made simultaneously by the Term A Lenders in accordance with their respective Applicable Percentages of the Term A Facility. Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed. Term A Loans shall be denominated in Dollars and may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein. (b) The Revolving Credit Borrowings. Subject to the terms and conditions set forth herein, (i) each Multicurrency Revolving Credit Lender severally agrees to make loans (each such loan, a Multicurrency Revolving Credit Loan) to the Co-Borrowers in Dollars or in one or more Alternative Currencies from time to time, on any Business Day during the Availability Period for the Multicurrency Revolving Credit Facility, in an aggregate amount not to exceed at any time outstanding the amount of such Lenders Multicurrency Revolving Credit Commitment and (ii) each US Dollar Revolving Credit Lender severally agrees to make loans (each such loan, a US Dollar Revolving Credit Loan and, together with the Multicurrency Revolving Credit Loans, the Revolving Credit Loans) to the Co-Borrowers in Dollars from time to time, on any Business Day during the Availability Period for the US Dollar Revolving Credit Facility, in an aggregate amount not to exceed at any time outstanding the amount of such Lenders US Dollar Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, (i) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, (ii) the aggregate Outstanding Amount of the Multicurrency Revolving Credit Loans of any Multicurrency Revolving Credit Lender, plus such Multicurrency Revolving Credit Lenders Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations, plus such Multicurrency Revolving Credit Lenders Applicable Revolving Credit Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Multicurrency Revolving Credit Lenders Multicurrency Revolving Credit Commitment, (iii) the aggregate Outstanding Amount of the US Dollar Revolving Credit Loans of any US Dollar Revolving Credit Lender shall not exceed such US Dollar Revolving Credit Lenders US Dollar Revolving Credit Commitment and (iv) the Total Revolving Credit Outstandings denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit. Within the limits of each Revolving Credit Lenders Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Co-Borrowers may borrow under this Section 2.01(b), prepay under Section 2.05, and reborrow under this Section 2.01 (b). Revolving Credit Loans may be Base Rate Loans or Eurocurrency Rate Loans, all as further provided herein. Section 2.02 Borrowings, Conversions and Continuations of Loans.

(a) Each Term A Borrowing, each Revolving Credit Borrowing, each conversion of Term A Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans shall be made upon a Co-Borrowers irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 12:00 noon (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or of any conversion of Eurocurrency Rate Loans to Base Rate Loans, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Revolving Credit Borrowing or continuation of Revolving Credit Loans that are Eurocurrency Rate Loans denominated in Alternative Currencies and (iii) on the requested date of any Borrowing of Base Rate Loans; provided , however, that if such Co-Borrower wishes to request Eurocurrency Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of Interest Period , the applicable notice must be received by the Administrative Agent not later than 12:00 noon (i) four Business Days prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Dollars, or (ii) five Business Days (or six Business days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 12:00 noon, (i) three Business Days before the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Dollars, or (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, the Administrative Agent shall notify the applicable Co-Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each telephonic notice by a Co-Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of such CoBorrower. Each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans shall be in a principal amount of $3,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Co-Borrower is requesting a Term A Borrowing, a Revolving Credit Borrowing, a conversion of Term A Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day and (y) in the case of a Term A Borrowing, shall be the Closing Date), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Term A Loans or Revolving Credit Loans are to be converted (provided, that all Term A Loans borrowed on the Closing Date shall be Base Rate Loans), (v) if applicable, the duration of the Interest Period with respect thereto, (vi) in the case of Revolving Credit Borrowings or Revolving Credit Loans, the currency of the Loans to be borrowed or continued and (vii) in the case of Revolving Credit Borrowings to be denominated in Dollars, whether the applicable Revolving Credit Loans to be borrowed are to be Multicurrency Revolving Credit Loans or US Dollar Revolving Credit Loans (provided , that if the applicable Co-Borrower shall fail to so specify, the applicable Revolving Credit Loans shall be allocated first, to the Multicurrency Revolving Credit Facility to the full extent of the then unused Multicurrency Revolving Credit Commitments and second , to the US Dollar Revolving Credit Facility to the full extent of the then unused US Dollar Revolving Credit Commitments). If the applicable Co-Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the applicable Co-Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Term A Loans or Revolving Credit Loans shall be made as, or converted to, Base Rate Loans; provided, however , that in the case of a failure to timely request a continuation of Loans denominated in an Alternative Currency, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If the applicable Co-Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency. Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a Eurocurrency Rate Loan. (b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Appropriate Lender of the amount of its Applicable Percentage under the applicable Facility of the applicable Term A Loans or Revolving Credit Loans, and if no timely notice of a conversion or continuation is provided by the applicable Co-Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or automatic continuation as Eurocurrency Rate Loans with a one-month Interest Period described in Section 2.02(a). In the case of a Term A Borrowing or a Revolving Credit Borrowing, each Appropriate Lender shall make the

amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agents Office not later than 1:00 p.m., in the case of any Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Revolving Credit Loan denominated in an Alternative Currency, in each case on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 and, if such Borrowing is the initial Credit Extension, Section 4.01, the Administrative Agent shall make all funds so received available to the applicable Co-Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of such Co-Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by such Co-Borrower; provided, however, that if, on the date a Committed Loan Notice with respect to a Revolving Credit Borrowing is given by a Co-Borrower, there are any L/C Borrowings outstanding, then the proceeds of such Revolving Credit Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to the applicable Co-Borrower as provided above. (c) Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan unless the Co-Borrowers pay the amounts due, if any, under Section 3.05 in connection therewith. During the existence of an Event of Default, no Loans may be requested as, converted to or continued as Eurocurrency Rate Loans (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders, and the Required Facility Lenders with respect to the Multicurrency Revolving Credit Facility may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid or redenominated into Dollars in the amount of the Dollar Equivalent thereof (at the option of the Co-Borrowers), on the last day of the then current Interest Period with respect thereto. (d) The Administrative Agent shall promptly notify the Co-Borrowers and the Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Co-Borrowers and the Lenders of any change in Bank of Americas prime rate used in determining the Base Rate promptly following the public announcement of such change. (e) After giving effect to all Term A Borrowings, all Revolving Credit Borrowings, all conversions of Term A Loans or Revolving Credit Loans from one Type to the other, and all continuations of Term A Loans or Revolving Credit Loans as the same Type, there shall not be more than fifteen (15) Interest Periods in effect, unless otherwise agreed between the Co-Borrowers and the Administrative Agent. Section 2.03 (a) Letters of Credit.

The Letter of Credit Commitment.

(i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Multicurrency Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue standby and commercial Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Co-Borrowers (provided, that any Letter of Credit may be for the benefit of any Subsidiary of the Parent) and to amend (including without limitation by extension) Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings under the Letters of Credit; and (B) the Multicurrency Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03 and any drawings thereunder; provided that, as of the date of any L/C Credit Extension, immediately after giving effect to any such L/C Credit Extension with respect to any Letter of Credit, (w) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, (x) the aggregate Outstanding Amount of the Multicurrency Revolving Credit Loans of any Multicurrency Revolving Credit Lender, plus such Multicurrency Revolving Credit Lenders Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations, plus such Lenders Applicable Revolving Credit Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Multicurrency Revolving Credit Lenders Multicurrency Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit and (z) the Total Revolving Credit Outstandings denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit. Each request by a Co-Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by such Co-Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Co-Borrowers ability to obtain Letters of Credit shall be fully revolving, and accordingly the Co-Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. (ii) The L/C Issuer shall not issue any Letter of Credit if:

(A) subject to Section 2.03 (b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the Required Facility Lenders with respect to the Multicurrency Revolving Credit Facility have approved such expiry date; or (B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Multicurrency Revolving Credit Lenders have approved such expiry date. (iii) The L/C Issuer shall not be under any obligation to issue any Letter of Credit if:

(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good faith deems material to it; (B) the issuance of such Letter of Credit would violate one or more internal compliance policies of the L/C Issuer applicable to letters of credit generally; (C) than $100,000; (D) or except as otherwise agreed by the L/C Issuer, such Letter of Credit is in an initial stated amount less such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;

(E) any Revolving Credit Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the CoBorrowers or such Revolving Credit Lender to eliminate the L/C Issuers actual or potential Fronting Exposure (after giving effect to Section 2.16(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or (iv) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (v) The L/C Issuer shall act on behalf of the Multicurrency Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term Administrative Agent as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer. (b) Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit.

(i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of a Co-Borrower delivered to the L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of such Co-Borrower. Such Letter of Credit Application must be received by the L/C Issuer and the Administrative Agent not later than 12:00 noon at least two Business Days (or such later date and time as the L/C Issuer may agree in a particular instance in its sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall (unless otherwise agreed with the L/C Issuer) specify in form and detail reasonably satisfactory to the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as the L/C Issuer may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall (unless otherwise agreed with the L/C Issuer) specify in form and detail satisfactory to the L/C Issuer (1) the Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the proposed amendment; and (4) such other matters as the L/C Issuer may reasonably require. Additionally, the applicable Co-Borrower shall furnish to the L/C Issuer such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the L/C Issuer may reasonably require. (ii) Promptly after receipt of any Letter of Credit Application, the L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from a CoBorrower and, if not, the L/C Issuer will promptly provide the Administrative Agent with a copy thereof. Unless the L/C Issuer has received written notice from any Multicurrency Revolving Credit Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the applicable Co- Borrower (and, if requested, on behalf of a Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with the L/C Issuers usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Multicurrency Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Multicurrency Revolving Credit Lenders Applicable Revolving Credit Percentage times the amount of such Letter of Credit. (iii) If a Co-Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an Auto-Extension Letter of Credit); provided that any such Auto-Extension Letter of Credit must permit the L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the Non-Extension Notice Date) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the L/C Issuer, the applicable Co-Borrower shall not be required to make a specific request to the L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Multicurrency Revolving Credit Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that the L/C Issuer shall not be required to permit any such extension if (A) the L/C Issuer has determined that it would not be permitted, or would have no obligation at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Facility Lenders with respect to the Multicurrency Revolving Credit Facility have elected not to permit such extension or (2) from the Administrative Agent or a Co-Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing the L/C Issuer not to permit such extension. (iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the L/C Issuer will also deliver to the Co-Borrowers and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. (c) Drawings and Reimbursements; Funding of Participations.

(i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Co-Borrowers and the Administrative Agent thereof. In the case of a Letter of Credit denominated in an Alternative Currency, the Company shall reimburse the L/C Issuer in such Alternative Currency, unless (A) the L/C Issuer (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Co-Borrowers shall have notified the L/C Issuer promptly following receipt of the notice of drawing that the Co-Borrowers will reimburse the L/C Issuer in Dollars. In the case of any such reimbursement in Dollars of a drawing as of the applicable Revaluation Date under a Letter of Credit denominated in an Alternative Currency, the L/C Issuer shall notify the Company of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. Not later than 11:00 a.m. on the date of any payment by the L/C Issuer under a Letter of Credit to be reimbursed in Dollars, or the Applicable Time on the date of any payment by the L/C Issuer under a Letter of Credit to be reimbursed in an Alternative Currency (each such date, an Honor Date), the Co-Borrowers shall reimburse the L/C Issuer through the Administrative Agent in an amount equal to the amount

of such drawing and in the applicable currency. If the Co-Borrowers fail to so reimburse the L/C Issuer by such time, the Administrative Agent shall promptly notify each Multicurrency Revolving Credit Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the amount of the Dollar Equivalent thereof in the case of a Letter of Credit denominated in an Alternative Currency) (the Unreimbursed Amount), and the amount of such Multicurrency Revolving Credit Lenders Applicable Revolving Credit Percentage thereof. In such event, the Co-Borrowers shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Credit Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (ii) Each Multicurrency Revolving Credit Lender shall upon any notice pursuant to Section 2.03(c)(i) make funds available to the Administrative Agent for the account of the L/C Issuer, in Dollars, at the Administrative Agents Office for Dollardenominated payments in an amount equal to its Applicable Revolving Credit Percentage of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Multicurrency Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Co-Borrowers in such amount. The Administrative Agent shall remit the funds so received to the L/C Issuer in Dollars. (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Co-Borrowers shall be deemed to have incurred from the L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Multicurrency Revolving Credit Lenders payment to the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03. (iv) Until each Multicurrency Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lenders Applicable Revolving Credit Percentage of such amount shall be solely for the account of the L/C Issuer. (v) Each Multicurrency Revolving Credit Lenders obligation to make Revolving Credit Loans or L/C Advances to reimburse the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the L/C Issuer, the Parent or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Multicurrency Revolving Credit Lenders obligation to make Revolving Credit Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Co-Borrowers of a Committed Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Co-Borrowers to reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit, together with interest as provided herein. (vi) If any Multicurrency Revolving Credit Lender fails to make available to the Administrative Agent for the account of the L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), the L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the L/C Issuer in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lenders Revolving Credit Loan or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the L/C Issuer submitted to any Multicurrency Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(vi) shall be conclusive absent manifest error. (d) Repayment of Participations.

(i) At any time after the L/C Issuer has made a payment under any Letter of Credit and has received from any Multicurrency Revolving Credit Lender such Lenders L/C Advance in respect of such payment in accordance with Section 2.03(c), if the Administrative Agent receives for the account of the L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from a Co-Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Multicurrency Revolving Credit Lender its Applicable Revolving Credit Percentage thereof in the same funds as those received by the Administrative Agent. (ii) If any payment received by the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c) (i) is required to be returned under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by the L/C Issuer in its discretion), each Multicurrency Revolving Credit Lender shall pay to the Administrative Agent for the account of the L/C Issuer its Applicable Revolving Credit Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement. (e) Obligations Absolute. The obligation of the Co-Borrowers to reimburse the L/C Issuer for each drawing under each Letter of Credit and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following: (i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Loan Document;

(ii) the existence of any claim, counterclaim, setoff, defense or other right that the Parent or any Subsidiary may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction; (iii) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

(iv) any payment by the L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; (v) any adverse change in the relevant exchange rates or in the availability of the relevant Alternative Currency to the Parent or any Subsidiary or in the relevant currency markets generally; or (vi) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Parent or any of its Subsidiaries. The Co-Borrowers shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with a Co-Borrowers instructions or other irregularity, the Co-Borrowers will promptly notify the L/C Issuer. (f) Role of L/C Issuer. Each Lender and Co-Borrowers agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Multicurrency Revolving Credit Lenders or the Required Facility Lenders with respect to the Multicurrency Revolving Credit Facility, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Co-Borrowers hereby assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Co-Borrowers pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (vi) of Section 2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Co-Borrowers may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the Co-Borrowers, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Co-Borrowers which the Co-Borrowers prove were caused by the L/C Issuers willful misconduct or gross negligence or the L/C Issuers willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. (g) Applicability of ISP and UCP. Unless otherwise expressly agreed by the L/C Issuer and the Co-Borrowers when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), (i) the rules of the ISP shall apply to each standby Letter of Credit, and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce at the time of issuance shall apply to each commercial Letter of Credit. (h) Letter of Credit Fees. The Co-Borrowers shall pay to the Administrative Agent for the account of each Multicurrency Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage a Letter of Credit fee (the Letter of Credit Fee) for each Letter of Credit equal to the Applicable Rate times the Dollar Equivalent as of the applicable Revaluation Date of the daily amount available to be drawn under such Letter of Credit. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06; provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.16(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. Letter of Credit Fees shall be (i) due and payable on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand and (ii) computed on a quarterly basis in arrears. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Facility Lenders with respect to the Revolving Credit Facility, while any Event of Default exists (or automatically in the case of an Event of Default pursuant to Section 8.01(a)), all Letter of Credit Fees shall accrue at the Default Rate. (i) Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer. The Co-Borrowers shall pay directly to the L/ C Issuer for its own account a fronting fee with respect to each Letter of Credit, at the rate per annum set forth in the Fee Letter, computed on the daily amount available to be drawn under such Letter of Credit. Such fronting fee shall accrue on a quarterly basis in arrears. Such fronting fee shall be due and payable on the tenth Business Day after the end of each March, June, September and December in respect of the most recentlyended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. In addition, the CoBorrowers shall pay directly to the L/C Issuer for its own account the reasonable and customary issuance, presentation, amendment and other processing fees, and other reasonable and standard costs and charges, of the L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable within ten (10) Business Days of demand therefor and are nonrefundable. (j) Conflict with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control. (k) Letters of Credit Issued for Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary, the Co-Borrowers shall be obligated to reimburse the L/C Issuer hereunder for any and all drawings under such Letter of Credit. Each Co-Borrower hereby acknowledges that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of the Co-Borrowers, and that the Co-Borrowers businesses derive substantial benefits from the businesses of such Subsidiaries. Section 2.04 Swing Line Loans.

(a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, to make loans (each such loan, a Swing Line Loan) to the Co-Borrowers from time to time on any Business Day during the Availability Period with respect to the Multicurrency Revolving Credit Facility in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Credit Percentage of the Outstanding Amount of Multicurrency Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lenders Multicurrency Revolving Credit Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility at such time, and (ii) the aggregate Outstanding Amount of the Multicurrency Revolving Credit Loans of any Multicurrency Revolving Credit Lender at such time, plus such Multicurrency Revolving Credit Lenders Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations at such time, plus such Multicurrency Revolving Credit Lenders Applicable Revolving Credit Percentage of the Outstanding Amount of all Swing Line Loans at such time shall not exceed such Lenders Multicurrency Revolving Credit Commitment, and provided further that the Co-Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Co-Borrowers may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at a rate based on the Base Rate. Immediately upon the making of a Swing Line Loan, each Multicurrency Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Multicurrency Revolving Credit Lenders Applicable Revolving Credit Percentage times the amount of such Swing Line Loan. (b) Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Co-Borrowers irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 (and any amount in excess of $100,000 shall be an integral multiple of $100,000) and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the CoBorrowers. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice (by telephone or in writing), the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Multicurrency Revolving Credit Lender) prior to 3:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 4:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Co-Borrowers. (c) Refinancing of Swing Line Loans.

(i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Co-Borrowers (which hereby irrevocably authorizes the Swing Line Lender to so request on its behalf), that each Multicurrency Revolving Credit Lender make a Base Rate Loan in an amount equal to such Lenders Applicable Revolving Credit Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Multicurrency Revolving Credit Facility and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Co-Borrowers with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Multicurrency Revolving Credit Lender shall make an amount equal to its Applicable Revolving Credit Percentage of the amount specified in such Committed Loan Notice available to the Administrative Agent in immediately available funds for the account of the Swing Line Lender at the Administrative Agents Office not later than 1:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Multicurrency Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Co-Borrowers in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender. (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Borrowing in accordance with Section 2.04(c)(i), the request for Base Rate Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Multicurrency Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Multicurrency Revolving Credit Lenders payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such participation. (iii) If any Multicurrency Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i), the Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Swing Line Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Line Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lenders Committed Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (iv) Each Multicurrency Revolving Credit Lenders obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, any Parent or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Multicurrency Revolving Credit Lenders obligation to make Revolving Credit Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the CoBorrowers to repay Swing Line Loans, together with interest as provided herein. (d) Repayment of Participations.

(i) At any time after any Multicurrency Revolving Credit Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will

distribute to such Multicurrency Revolving Credit Lender its Applicable Revolving Credit Percentage thereof in the same funds as those received by the Swing Line Lender. (ii) If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by the Swing Line Lender under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Multicurrency Revolving Credit Lender shall pay to the Swing Line Lender its Applicable Revolving Credit Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the Federal Funds Rate. The Administrative Agent will make such demand upon the request of the Swing Line Lender. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement. (e) Interest for Account of Swing Line Lender. The Swing Line Lender shall be responsible for invoicing the Co-Borrowers for interest on the Swing Line Loans. Until each Multicurrency Revolving Credit Lender funds its Base Rate Loan or risk participation pursuant to this Section 2.04 to refinance such Multicurrency Revolving Credit Lenders Applicable Revolving Credit Percentage of any Swing Line Loan, interest in respect of such Applicable Revolving Credit Percentage shall be solely for the account of the Swing Line Lender. (f) Payments Directly to Swing Line Lender. The Co-Borrowers shall make all payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender. The Swing Line Lender shall apply payments of principal to the Swing Line Loans in the order in which such Loans were borrowed. Section 2.05 (a) Optional. Prepayments.

(i) Any Co-Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term A Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than 12:00 noon (1) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (2) four Business Days (or five Business Days, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies and (3) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $3,000,000 or a whole multiple of $1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify (i) the date and amount of such prepayment, (ii) the Type(s) of Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans and (iii) in the case of a prepayment of Revolving Credit Loans denominated in Dollars, the Class of the Revolving Credit Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lenders ratable portion of such prepayment (based on such Lenders Applicable Percentage in respect of the relevant Facility). If such notice is given by a Co-Borrower, such Co-Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that if such notice is given in connection with a refinancing of all Obligations (other than contingent indemnification obligations), such notice may be conditional on the effectiveness of the replacement credit agreement or other similar document and may be revoked by the Co-Borrowers if such condition is not satisfied, subject to the provisions of Section 3.05. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term A Loans pursuant to this Section 2.05(a) shall be (x) applied to the principal repayment installments of the Term A Loans in forward or inverse order of maturity, as directed by the Co-Borrowers, or, if the Co-Borrowers fail to make such direction, on a pro-rata basis, and (y) paid to the Lenders in accordance with their respective Applicable Percentages in respect of the Term A Facility. (ii) A Co-Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by a Co-Borrower, such Co-Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (b) Mandatory.

(i) If after the Closing Date (x) the Parent or any of its Domestic Subsidiaries Disposes of any property (including any Disposition of any property permitted under Section 7.15 but excluding any Disposition of any property permitted by Section 7.05(a), 7.05(b), 7.05(c), 7.05(d) (but only to the extent the applicable proceeds are applied as required by such 7.05(d)), 7.05(f), 7.05(g) (to the extent constituting a Disposition to a Loan Party), 7.05(j), 7.05(k), 7.05(l) (to the extent permitted under clause (i) thereof), 7.05(m), 7.05(o)or 7.05(p)) or (y) any Casualty Event occurs which results in the realization by such Person of Net Cash Proceeds, the Parent shall prepay on or prior to the date that is ten (10) Business Days after the date of realization or receipt of such Net Cash Proceeds, an aggregate principal amount of Term A Loans equal to 100% of such Net Cash Proceeds; provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition or Casualty Event described in this Section 2.05(b)(i), at the election of the Parent (as notified by the Parent to the Administrative Agent within ten (10) Business Days after receipt of the Net Cash Proceeds therefrom), and so long as no Default shall have occurred and be continuing, the Parent or such Domestic Subsidiary may use all or any portion of such Net Cash Proceeds to (x) reinvest in assets (other than inventory and financial assets) to be used in the business of the Parent or any Domestic Subsidiary or (y) acquire the Equity Interests of any Person that, upon the acquisition thereof, will be a Domestic Subsidiary of the Parent (to the extent such acquisition is otherwise permitted pursuant to Section 7.03), so long as within 365 days after the receipt of such Net Cash Proceeds such purchase shall have been consummated (as certified by the Parent in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so applied within such 365 day period after the receipt of such Net Cash Proceeds shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(i) and no prepayment shall be required with respect to any such Net Cash Proceeds so reinvested. (ii) Upon the sale or issuance by the Parent or any of its Domestic Subsidiaries of any of its Equity Interests (other than (x) Excluded Issuances, (y) sales or issuances of Equity Interests to the Parent or another Domestic Subsidiary or (z) sales or issuances by the Parent of its Equity Interests (other than Disqualified Equity Interests) to the extent the net proceeds thereof are used by the later of (x) the date that is 5 Business Days after the closing of such sale or issuance or (y) the date of the closing of the announced transaction (to the extent such transaction has been announced) associated with such sale or issuance (which transaction shall be of the type described in the following clause (2)) to make (1) cash payments described in Section 7.06(b)(vi)) or (2) Investments permitted pursuant to Section 7.03(j), the Parent shall prepay an aggregate principal amount of Term A Loans equal to 50% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Parent or such Domestic Subsidiary.

(iii) Upon the incurrence or issuance by the Parent or any of its Domestic Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02), the Parent shall prepay an aggregate principal amount of Term A Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Parent or such Domestic Subsidiary. (iv) Each prepayment of Term A Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be (x) applied to the principal repayment installments of the Term A Facility on a pro-rata basis or, if directed by the Parent, first to the next four principal repayment installments thereof in forward order of maturity, and second, on a pro-rata basis to the remaining principal repayment installments thereof and (y) paid to the Lenders in accordance with their respective Applicable Percentages in respect of the Term A Facility. (v) Notwithstanding any of the other provisions of clause (i), (ii) or (iii) of this Section 2.05(b), so long as no Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (i), (ii) or (iii) of this Section 2.05(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Term A Loans on such date is less than or equal to $5,000,000, the Parent may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (i), (ii) or (iii) of this Section 2.05(b) to be applied to prepay Term A Loans exceeds $5,000,000. During such deferral period the Parent may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and the Co-Borrowers may, subject to the fulfillment of the applicable conditions set forth in Article IV, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.05(b). Upon the occurrence and during the continuance of an Event of Default during any such deferral period, the Parent shall immediately prepay the Term A Loans in the amount of all Net Cash Proceeds received by the Parent (or its Domestic Subsidiary) and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.05(b) (without giving effect to the first and second sentences of this clause (vi)) but which have not previously been so applied. (vi) The Parent shall notify the Administrative Agent in writing of any mandatory prepayment of Term A Loans required to be made pursuant to clauses (i) through (iii) of this Section 2.05(b), at least three (3) Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and the Co-Borrower making such prepayment and shall provide, a reasonably detailed calculation of the amount of the applicable Net Cash Proceeds or Excess Cash Flow, as the case may be. The Administrative Agent will promptly notify each Term A Lender of the contents of the Co-Borrowers prepayment notice and of such Term A Lenders Applicable Percentage of the prepayment. (vii) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Co-Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess; provided that the CoBorrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(vii) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect. If the Administrative Agent notifies the Parent at any time that the Total Multicurrency Revolving Credit Outstandings denominated in Alternative Currencies as of the applicable Revaluation Date exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the CoBorrowers shall prepay Multicurrency Revolving Credit Loans in an aggregate amount sufficient to reduce such Total Multicurrency Revolving Credit Outstandings denominated in Alternative Currencies as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit then in effect. (viii) Prepayments of the Multicurrency Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Multicurrency Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Co-Borrowers or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable. Prepayments of the US Dollar Revolving Credit Facility made pursuant to this Section 2.05(b) shall be applied ratably to the outstanding US Dollar Revolving Credit Loans. Section 2.06 Termination or Reduction of Commitments.

(a) Optional. The Co-Borrowers may, upon notice to the Administrative Agent, terminate the Revolving Credit Commitments of either Class, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Revolving Credit Commitments of either Class, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 noon five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Co-Borrowers shall not terminate or reduce (A) the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (B) the Multicurrency Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Multicurrency Revolving Credit Outstandings would exceed the Multicurrency Revolving Credit Facility, (C) the US Dollar Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total US Dollar Revolving Credit Outstandings would exceed the US Dollar Revolving Credit Facility, (D) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (E) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit; provided that any notice so given to the Administrative Agent in connection with a refinancing of all Obligations (other than contingent indemnification obligations) may be conditional on the effectiveness of the replacement credit agreement or other similar document and may be revoked by the Co-Borrowers if such condition is not satisfied, subject to the provisions of Section 3.05. (b) Mandatory. The Term A Commitments shall be automatically and permanently reduced to zero after the initial Borrowings of the Term A Loans on the Closing Date. The Revolving Credit Commitments shall terminate on the Maturity Date for the Revolving Credit Facility. (c) Application of Commitment Reductions; Payment of Fees. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit or the Revolving Credit Commitments under this Section 2.06. Upon any reduction of the Revolving Credit Commitments of either Class, the Revolving Credit Commitment of each Revolving Credit Lender of the applicable Class shall be reduced by such Lenders Applicable Percentage of such reduction amount. All fees in respect of the Revolving Credit Facility accrued until the effective date of any termination of the Revolving Credit Commitments of either Class shall be paid on the effective date of such termination. Section 2.07 Repayment of Loans.

(a) Term A Loans. The Co-Borrowers shall repay to the Administrative Agent for the ratable account of the Term A Lenders (i) on the last Business Day of each month set forth below, an aggregate principal amount equal to the Dollar amount set forth below opposite such month (which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05) and (ii) on the Maturity Date for the Term A Facility, the aggregate gross principal amount of all Term A Loans outstanding on such date. Month March 2011 June 2011 September 2011 December 2011 March 2012 June 2012 September 2012 December 2012 March 2013 June 2013 September 2013 December 2013 March 2014 June 2014 September 2014 December 2014 March, 2015 June 2015 September 2015 December 2015 Maturity Date Dollar Amount $6,875,000 $6,875,000 $6,875,000 $6,875,000 $6,875,000 $6,875,000 $6,875,000 $6,875,000 $10,312,500 $10,312,500 $10,312,500 $10,312,500 $13,750,000 $13,750,000 $13,750,000 $13,750,000 $13,750,000 $13,750,000 $13,750,000 $13,750,000 $343,750,000

(b) Revolving Credit Loans. The Co-Borrowers shall repay to the Revolving Credit Lenders on the Maturity Date for the Revolving Credit Facility the aggregate principal amount of all Revolving Credit Loans outstanding on such date. (c) Swing Line Loans. The Co-Borrowers shall repay each Swing Line Loan on the earlier to occur of (i) the date ten Business Days after such Loan is made and (ii) the Maturity Date for the Revolving Credit Facility. Section 2.08 Interest.

(a) Subject to the provisions of Section 2.08 (b), (i) each Eurocurrency Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurocurrency Rate for such Interest Period plus the Applicable Rate plus (in the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom or a Participating Member State) the Mandatory Cost; (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate; and (iii) each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate. (b) (i) If any Event of Default pursuant to Section 8.01(a)(i) exists, or if any other Event of Default exists and the Required Lenders have so requested, the Co-Borrowers shall pay interest on the principal amount of all outstanding Obligations hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws. (ii) upon demand. Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable

(c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law. (d) For the purposes of the Interest Act (Canada), (i) whenever a rate of interest or fee rate hereunder is calculated on the basis of a year (the deemed year) that contains fewer days than the actual number of days in the calendar year of calculation, such rate of interest or fee rate shall be expressed as a yearly rate by multiplying such rate of interest or fee rate by the actual number of days in the calendar year of calculation and dividing it by the number of days in the deemed year, (ii) the principle of deemed reinvestment of interest shall not apply to any interest calculation hereunder and (iii) the rates of interest stipulated herein are intended to be nominal rates and not effective rates or yields. Section 2.09 Fees. In addition to certain fees described in Sections 2.03(h) and 2.03(i):

(a) Revolving Credit Facility Commitment Fee. The Co-Borrowers shall pay to the Administrative Agent (x) for the account of each Multicurrency Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, a commitment fee in Dollars equal to the Applicable Fee Rate times the actual daily amount by which the Multicurrency Revolving Credit Facility exceeds the sum of (i) the Outstanding Amount of Multicurrency Revolving Credit Loans (it being understood that Swing Line Loans are not included in the calculation of the Outstanding Amount of Multicurrency Revolving Credit Loans) and (ii) the Outstanding Amount of L/C Obligations and (y) for the account of each US Dollar Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, a commitment fee in Dollars equal to the Applicable Fee Rate times the actual daily amount by which the US Dollar Revolving Credit Facility exceeds the Outstanding Amount of US Dollar Revolving Credit Loans (it being understood that Swing Line Loans are not included in the calculation of the Outstanding Amount of US Dollar Revolving Credit Loans). The commitment fees pursuant to this clause (a) shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period for the relevant Facility. The commitment fees shall be calculated quarterly in arrears, and if there is any change in the Applicable Fee Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Fee Rate separately for each period during such quarter that such Applicable Fee Rate was in effect. (b) Other Fees.

(i) The Parent shall pay to the Lead Arrangers, the L/C Issuer and the Administrative Agent, for their own respective accounts, fees in Dollars in the amounts and at the times specified in the Fee Letter. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

(ii) The Parent shall pay to the Lenders such fees in Dollars as shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever. Section 2.10 Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate.

(a) All computations of interest for Base Rate Loans when the Base Rate is determined by Bank of Americas prime rate shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year) or, in the case of interest in respect of Revolving Credit Loans denominated in Alternative Currencies as to which market practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) If, as a result of any restatement of or other adjustment to the financial statements of the Parent or for any other reason, the Parent determines that (i) the Consolidated Leverage Ratio as calculated by the Parent as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, the Co-Borrowers shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the L/C Issuer, as the case may be, within five (5) Business Days of demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to a Co-Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or the L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or the L/C Issuer, as the case may be, under Section 2.03(c)(iii), 2.03(h) or 2.08(b) or under Article VIII. The Co-Borrowers obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. Section 2.11 Evidence of Debt.

(a) The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and evidenced by one or more entries in the Register maintained by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to the Co-Borrowers and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Co-Borrowers hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent upon reasonable notice, the Co-Borrowers shall execute and deliver to such Lender (through the Administrative Agent) a Note payable to such Lender, which shall evidence such Lenders Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto. (b) In addition to the accounts and records referred to in Section 2.11(a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records and, in the case of the Administrative Agent, entries in the Register evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Section 2.12 Payments Generally; Administrative Agents Clawback.

(a) General. All payments to be made by the Co-Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff (subject to withholding and deductions in respect of Taxes pursuant to Section 3.01). Except as otherwise expressly provided herein and except with respect to principal of and interest on Loans denominated in an Alternative Currency, all payments by the CoBorrowers hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agents Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein. Except as otherwise expressly provided herein, all payments by the Co-Borrowers hereunder with respect to principal and interest on Loans denominated in an Alternative Currency shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agents Office in such Alternative Currency and in same day funds not later than the Applicable Time specified by the Administrative Agent (of which the Co-Borrowers shall have received at least three (3) Business Days advance notice) on the dates specified herein. If, for any reason, any Co-Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, such Co-Borrower shall make such payment in Dollars in the Dollar Equivalent as of the applicable Revaluation Date of the Alternative Currency payment amount. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage in respect of the relevant Facility (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lenders Lending Office. All payments received by the Administrative Agent (i) after 2:00 p.m., in the case of payments in Dollars, or (ii) after the Applicable Time specified by the Administrative Agent in the case of payments in an Alternative Currency, shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Co-Borrowers shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected on computing interest or fees, as the case may be. (b) (i) Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing of Eurocurrency Rate Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such Borrowing) that such Lender will not make available to the Administrative Agent such Lenders share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of a Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02) and may, in reliance upon such assumption, make available to the Co-Borrowers a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Co-Borrowers severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Co-Borrowers to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Co-Borrower, the interest rate applicable to Base Rate Loans. If the Co-Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Co-Borrowers the amount of such interest paid by the Co-Borrowers for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lenders Loan included in such Borrowing. Any payment by the

Co-Borrowers shall be without prejudice to any claim the Co-Borrowers may have against a Lender that shall have failed to make such payment to the Administrative Agent. (ii) Payments by Co-Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Co-Borrowers prior to the time at which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder that the Co-Borrowers will not make such payment, the Administrative Agent may assume that the Co-Borrowers has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the L/C Issuer, as the case may be, the amount due. In such event, if the Co-Borrowers has not in fact made such payment, then each of the Appropriate Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the L/C Issuer, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or the Co-Borrowers with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error. (c) Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Co-Borrowers by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall promptly return such funds (in like funds as received from such Lender) to such Lender, without interest. (d) Obligations of Lenders Several. The obligations of the Lenders hereunder to make Term A Loans and Revolving Credit Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments pursuant to Section 10.04(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any payment under Section 10.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan, to purchase its participation or to make its payment under Section 10.04(c). (e) Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner. (f) Insufficient Funds. If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, L/C Borrowings, interest and fees then due hereunder, such funds shall be applied (i) first, toward payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, toward payment of principal and L/C Borrowings then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and L/C Borrowings then due to such parties. Section 2.13 Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of (a) Obligations in respect of any the Facilities due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender at such time to (ii) the aggregate amount of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations in respect of any of the Facilities owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing (but not due and payable) to such Lender at such time to (ii) the aggregate amount of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Parties at such time) of payment on account of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such time then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of Obligations in respect of the Facilities then due and payable to the Lenders or owing (but not due and payable) to the Lenders, as the case may be, provided that: (i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this Section shall not be construed to apply to (x) any payment made by the Co-Borrowers pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (y) the application of Cash Collateral provided for in Section 2.15 or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Committed Loans or subparticipations in L/C Obligations or Swing Line Loans to any assignee or participant, other than to the Co-Borrowers or any Subsidiary thereof (as to which the provisions of this Section shall apply). The Co-Borrowers consent to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Co-Borrowers rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Co-Borrowers in the amount of such participation. Section 2.14 Joint and Several Liability of Co-Borrowers.

(a) Each of the Co-Borrowers is accepting joint and several liability hereunder in consideration of the financial accommodation to be provided by the Lenders under this Agreement, for the mutual benefit, directly and indirectly, of each of the Co-Borrowers and in consideration of the undertakings of each of the Co-Borrowers to accept joint and several liability for the obligations of each of them. (b) Each of the Co-Borrowers jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Borrower with respect to the payment and performance of all of the Obligations arising under this Agreement and the other Loan Documents, it being the intention of the parties hereto that all the Obligations shall be the joint and several obligations of each of the Co-Borrowers without preferences or distinction among them. (c) If and to the extent that any of the Co-Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event, the other Co-Borrowers will make such payment with respect to, or perform, such Obligation.

(d) The obligations of each Co-Borrower under the provisions of this Section 2.14 constitute full recourse obligations of such Co-Borrower, enforceable against it to the full extent of its properties and assets. (e) Except as otherwise expressly provided herein, to the extent permitted by law, each Co-Borrower (in its capacity as a joint and several obligor in respect of the obligations of the other Co-Borrowers) hereby waives notice of acceptance of its joint and several liability, notice of occurrence of any Default (except to the extent notice is expressly required to be given pursuant to the terms of this Agreement), or of any demand for any payment under this Agreement, notice of any action at any time taken or omitted by the Administrative Agent or the Lenders under or in respect of any of the obligations hereunder, any requirement of diligence and, generally, all demands, notices and other formalities of every kind in connection with this Agreement. Each Co-Borrower hereby assents to, and waives notice of, any extension or postponement of the time for the payment of any of the Obligations, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by the Administrative Agent or the Lenders at any time or times in respect of any default by the other Co-Borrowers in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all other indulgences whatsoever by the Administrative Agent or the Lenders in respect of any of the obligations hereunder, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of such obligations or the addition, substitution or release, in whole or in part, of the other CoBorrowers. Without limiting the generality of the foregoing, each Co-Borrower (in its capacity as a joint and several obligor in respect of the obligations of the other Co-Borrowers) assents to any other action or delay in acting or any failure to act on the part of the Administrative Agent or the Lenders, including, without limitation, any failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with applicable laws or regulations thereunder which might, but for the provisions of this Section 2.14, afford grounds for terminating, discharging or relieving such Co-Borrower, in whole or in part, from any of its obligations under this Section 2.14, it being the intention of each Co-Borrower that, so long as any of the Obligations hereunder remain unsatisfied, the obligations of such Co-Borrower under this Section 2.14 shall not be discharged except by performance and then only to the extent of such performance. The obligations of each Co-Borrower under this Section 2.14 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any Co-Borrower or a Lender. The joint and several liability of the Co-Borrowers hereunder shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other change whatsoever in the name, membership, constitution or place of formation of any Co-Borrower or any of the Lenders. (f) The provisions of this Section 2.14 are made for the benefit of the Lenders and their successors and assigns, and may be enforced by them from time to time against either of the Co-Borrowers as often as occasion therefor may arise and without requirement on the part of the Lenders first to marshal any of its claims or to exercise any of its rights against the other Co-Borrower or to exhaust any remedies available to it against the other Co-Borrowers or to resort to any other source or means of obtaining payment of any of the Obligations hereunder or to elect any other remedy. The provisions of this Section 2.14 shall remain in effect until all the Obligations shall have been paid in full or otherwise fully satisfied. If at any time, any payment, or any part thereof, made in respect of any of the Obligations is rescinded or must otherwise be restored or returned by the Lenders upon the insolvency, bankruptcy or reorganization of either of the Co-Borrowers, or otherwise, the provisions of this Section 2.14 will forthwith be reinstated and in effect as though such payment had not been made. (g) Notwithstanding any provision to the contrary contained herein or in any of the other Loan Documents, to the extent the obligations of any Co-Borrower shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of such Co-Borrower hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code of the United States). (h) Each Co-Borrower, other than Parent, hereby appoints Parent to act as its agent for all purposes under this Agreement (including, without limitation, with respect to all matters related to the borrowing and repayment of Loans) and agrees that (i) Parent may execute such documents on behalf of the other Co-Borrowers as Parent deems appropriate in its sole discretion and the other Co-Borrowers shall be obligated by all of the terms of any such document executed on its behalf, (ii) any notice or communication delivered by the Administrative Agent or the Lender to Parent shall be deemed delivered to the applicable Co-Borrower and (iii) the Administrative Agent or the Lenders may accept, and be permitted to rely on, any document, instrument or agreement executed by Parent on behalf of the other Co-Borrowers. Section 2.15 Cash Collateral.

(a) Certain Credit Support Events. Upon the request of the Administrative Agent or the L/C Issuer (i) if the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Co-Borrowers shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations. At any time that there shall exist a Defaulting Lender, immediately upon the request of the Administrative Agent, the L/C Issuer or the Swing Line Lender, the Co-Borrowers shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure (after giving effect to Section 2.16(a)(iv) and any Cash Collateral provided by the Defaulting Lender). (b) Grant of Security Interest. All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America. The Co-Borrowers, and to the extent provided by any Lender, such Lender, hereby grant to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuer and the Lenders (including the Swing Line Lender), and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to Section 2.15(c). If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent as herein provided, or that the total amount of such Cash Collateral is less than the applicable Fronting Exposure and other obligations secured thereby, the Co-Borrowers or the relevant Defaulting Lender will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency. (c) Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.15 or Sections 2.03, 2.04, 2.05, 2.16 or 8.02 in respect of Letters of Credit or Swing Line Loans shall be held and applied to the satisfaction of the specific L/C Obligations, Swing Line Loans, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be provided for herein. (d) Release. Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 10.06(b)(vii))) or (ii) the Administrative Agents good faith determination that there exists excess Cash Collateral; provided, however, (x) that Cash Collateral furnished by or on behalf of a Loan Party shall not be released during the continuance of a Default or Event of Default (and following application as provided in this Section 2.15 may be otherwise applied in accordance with Section 8.03), and (y) the Person providing Cash Collateral and the L/C Issuer or Swing Line Lender, as applicable, may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

Section 2.16

Defaulting Lenders.

(a) Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law: (i) Waivers and Amendments. That Defaulting Lenders right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 10.01. (ii) Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 10.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the L/C Issuer or Swing Line Lender hereunder; third, if so determined by the Administrative Agent or requested by the L/C Issuer or Swing Line Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Letter of Credit; fourth, as the Co-Borrowers may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the CoBorrowers, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuer or the Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or Swing Line Lender against that Defaulting Lender as a result of that Defaulting Lenders breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Co-Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Co-Borrowers against that Defaulting Lender as a result of that Defaulting Lenders breach of its obligations under this Agreement; and eighth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto. (iii) Certain Fees. That Defaulting Lender (x) shall not be entitled to receive any commitment fee pursuant to Section 2.09(a) for any period during which that Lender is a Defaulting Lender (and the Co-Borrowers shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender) for any period during which that Lender is a Defaulting Lender only to extent allocable to the sum of (1) the Outstanding Amount of the Loans funded by it and (2) its Applicable Percentage of the stated amount of Letters of Credit or Swing Line Loans for which it has provided Cash Collateral pursuant to Section 2.03, Section 2.04, Section 2.05, Section 2.15, or Section 2.16(a)(ii), as applicable (and the Co-Borrowers shall (A) be required to pay to each of the L/C Issuer and Swing Line Lender the amount of such fee allocable to its Fronting Exposure arising from that Defaulting Lender and (B) not be required to pay the remaining amount of such fee that otherwise would have been required to have been paid to that Defaulting Lender) and (y) shall be limited in its right to receive Letter of Credit Fees as provided in Section 2.03(h). (iv) Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.03 or 2.04, as applicable, the Applicable Percentage of each non-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit shall not exceed the positive difference, if any, of (1) the Revolving Credit Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Revolving Loans of that Revolving Lender. (b) Defaulting Lender Cure. If the Co-Borrowers, the Administrative Agent, the Swing Line Lender and the L/C Issuer agree in writing in their respective sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender (or if a Defaulting Lender takes such action so that it can no longer be characterized as a Defaulting Lender), the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages (without giving effect to Section 2.16(a)(iv)), whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Co-Borrowers while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lenders having been a Defaulting Lender.

ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY Section 3.01 (a) Taxes.

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of the Co-Borrowers hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws require any Co-Borrower or the Administrative Agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws as determined by the Co-Borrowers or the Administrative Agent, as the case may be, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If any Co-Borrower or the Administrative Agent shall be required by the Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or make such deductions as are determined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the Co-Borrower shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made. (iii) If any Co-Borrower or the Administrative Agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes from any payment, then (A) such Co-Borrower or the Administrative Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Co-Borrower or the Administrative Agent, to the extent required by such Laws, shall timely pay the full amount so withheld or deducted by it to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by such Co-Borrower shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made.

(b) Payment of Other Taxes by the Co-Borrowers. Without limiting the provisions of subsection (a) above (but without duplication thereof), the Co-Borrowers shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law. (c) Tax Indemnifications. (i) Without limiting the provisions of subsection (a) or (b) above (but without duplication thereof), the Co-Borrowers shall, and do hereby, indemnify the Administrative Agent, each Lender and the L/C Issuer, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) withheld or deducted by a Co-Borrower or the Administrative Agent or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The Co-Borrowers shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to the Co-Borrowers by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error. (ii) Without limiting the provisions of subsection (a) or (b) above (but without duplication thereof), each Lender and the L/C Issuer shall, and does hereby, indemnify the Co-Borrowers and the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities, penalties, interest and expenses (including the fees, charges and disbursements of any counsel for the Co-Borrowers or the Administrative Agent) incurred by or asserted against the Co-Borrowers or the Administrative Agent by any Governmental Authority as a result of the failure by such Lender or the L/C Issuer, as the case may be, to deliver, or as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such Lender or the L/C Issuer, as the case may be, to the Co-Borrowers or the Administrative Agent pursuant to subsection (e). Each Lender and the L/C Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or the L/C Issuer, as the case may be, under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or the L/C Issuer, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligations. (d) Evidence of Payments. Upon request by a Co-Borrower or the Administrative Agent, as the case may be, after any payment of Taxes by a Co-Borrower or the Administrative Agent to a Governmental Authority as provided in this Section 3.01, the Co-Borrowers shall deliver to the Administrative Agent or the Administrative Agent shall deliver to the Co-Borrowers, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by Laws to report such payment or other evidence of such payment reasonably satisfactory to the Co-Borrower or the Administrative Agent, as the case may be. (e) Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Co-Borrowers and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Co-Borrowers or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Co-Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lenders entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender by the Co-Borrowers pursuant to this Agreement or otherwise to establish such Lenders status for withholding tax purposes in the applicable jurisdiction. (ii) States, Without limiting the generality of the foregoing, if any Co-Borrower is resident for tax purposes in the United

(A) any Lender that is a United States person within the meaning of Section 7701(a)(30) of the Code shall deliver to such Co-Borrowers and the Administrative Agent executed originals of Internal Revenue Service Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by the Co-Borrowers or the Administrative Agent as will enable the Co-Borrowers or the Administrative Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements; and (B) each Foreign Lender that is entitled under the Code or any applicable treaty to an exemption from or reduction of withholding tax with respect to payments hereunder or under any other Loan Document shall deliver to the CoBorrowers and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Co-Borrowers or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: (1) executed originals of Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party, (2) (3) documentation, executed originals of Internal Revenue Service Form W-8ECI, executed originals of Internal Revenue Service Form W-8IMY and all required supporting

(4) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (x) a certificate to the effect that such Foreign Lender is not (A) a bank within the meaning of section 881(c)(3)(A) of the Code, (B) a 10 percent shareholder of a Co-Borrower within the meaning of section 881(c)(3)(B) of the Code, or (C) a controlled foreign corporation described in section 881(c) (3)(C) of the Code and (y) executed originals of Internal Revenue Service Form W-8BEN, or (5) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Co-Borrowers or the Administrative Agent to determine the withholding or deduction required to be made. (C) each Lender shall deliver to the Administrative Agent and the Co-Borrowers such documentation reasonably requested by the Administrative Agent or the Co-Borrowers sufficient for the Administrative Agent and the CoBorrowers to comply with their obligations under FATCA and to determine whether payments to such Lender are subject to withholding tax under FATCA. (iii) Each Lender shall promptly (A) notify the Co-Borrowers and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the redesignation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that the Co-Borrowers or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lender. (iv) The Co-Borrowers shall promptly deliver to the Administrative Agent or any Lender, as the Administrative Agent or such Lender shall reasonably request, on or prior to the Closing Date, and in a timely fashion thereafter, such documents and forms required by any relevant taxing authorities under the Laws of any jurisdiction, duly executed and completed by the Co-Borrowers, as are required to be furnished by such Lender or the Administrative Agent under such Laws in connection with any payment by the Administrative Agent or any Lender of Taxes or Other Taxes in connection with the Loan Documents, with respect to such jurisdiction. (f) Treatment of Certain Refunds. Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender or the L/C Issuer, or have any obligation to pay to any Lender or the L/C Issuer, any refund of Taxes withheld or deducted from funds paid for the account of such Lender or the L/C Issuer, as the case may be. If the Administrative Agent, any Lender or the L/C Issuer determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Co-Borrowers or with respect to which a Co-Borrower has paid additional amounts pursuant to this Section 3.01, it shall pay to such Co-Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by such Co-Borrower under this Section 3.01 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-ofpocket expenses and net of any loss or gain realized in the conversion of such funds from or to another currency incurred by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Co-Borrowers, upon the request of the Administrative Agent, such Lender or the L/C Issuer, agree to repay the amount paid over to any Co-Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or the L/C Issuer in the event the Administrative Agent, such Lender or the L/ C Issuer is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the Administrative Agent, any Lender or the L/C Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Parent or any other Person. Section 3.02 Illegality. If any Lender reasonably determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurocurrency Rate Loans (whether denominated in Dollars or an Alternative Currency), or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or take deposits of, Dollars or any Alternative Currency in the applicable interbank market, then, on notice thereof by such Lender to the Co-Borrowers through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Rate Loans in the affected currency or currencies or, in the case of Eurocurrency Rate Loans in Dollars, to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Co-Borrowers that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Co-Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollars, convert all Eurocurrency Rate Loans of such Lender to Base Rate Loans, either on the last day of the relevant Interest Periods therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Co-Borrowers shall also pay accrued interest on the amount so prepaid or converted. Section 3.03 Inability To Determine Rates. If the Required Lenders reasonably determine that for any reason in connection with any request for a Eurocurrency Rate Loan or a conversion to or continuation thereof that (a) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for the applicable amount and Interest Period of such Eurocurrency Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency), or (c) the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Co-Borrowers and each Lender. Thereafter, the obligation of the Lenders to make or maintain Eurocurrency

Rate Loans in the affected currency or currencies shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Co-Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans in the affected currency or currencies or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. Section 3.04 (a) Increased Costs; Reserves on Eurocurrency Rate Loans. Increased Costs Generally. If any Lender shall reasonably determine that any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, such Lender (except (A) any reserve requirement contemplated by Section 3.04 (e) and (B) the requirements of the Bank of England and the Financial Services Authority or the European Central Bank reflected in the Mandatory Cost, other than as set forth below) or the L/C Issuer; (ii) subject such Lender or the L/C Issuer to any Tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Eurocurrency Rate Loan made by it, or change the basis of taxation of payments to such Lender or the L/C Issuer in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 3.01 and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender or the L/C Issuer); (iii) result in the failure of the Mandatory Cost, as calculated hereunder, to represent the cost to such Lender of complying with the requirements of the Bank of England and/or the Financial Services Authority or the European Central Bank in relation to its making, funding or maintaining Eurocurrency Rate Loans; or (iv) impose on such Lender or the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurocurrency Rate Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or the L/C Issuer, the Co-Borrowers will pay to such Lender the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered. (b) Capital Requirements. If any Lender or the L/C Issuer reasonably determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lenders or the L/C Issuers holding company, if any, regarding capital requirements has the effect of reducing the rate of return on such Lenders or the L/C Issuers capital or on the capital of such Lenders or the L/C Issuers holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swing Line Loans held by, such Lender, or the Letters of Credit issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lenders or the L/C Issuers holding company could have achieved but for such Change in Law (taking into consideration such Lenders or the L/C Issuers policies and the policies of such Lenders or the L/C Issuers holding company with respect to capital adequacy), then from time to time the Co-Borrowers will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lenders or the L/C Issuers holding company for any such reduction suffered. (c) Certificates for Reimbursement. A certificate of a Lender or the L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to the Co-Borrowers shall be conclusive absent manifest error. The Co-Borrowers shall pay such Lender or the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 Business Days after receipt thereof. (d) Delay in Requests. Failure or delay on the part of any Lender or the L/C Issuer to demand compensation pursuant to the foregoing provisions of this Section shall not constitute a waiver of such Lenders or the L/C Issuers right to demand such compensation, provided that the Co-Borrowers shall not be required to compensate a Lender or the L/C Issuer pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six months prior to the date that such Lender or the L/C Issuer, as the case may be, notifies the Co-Borrowers of the Change in Law giving rise to such increased costs or reductions and of such Lenders or the L/C Issuers intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof). (e) Reserves on Eurocurrency Rate Loans. The Co-Borrowers shall pay to each Lender, (i) as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as Eurocurrency liabilities), additional interest on the unpaid principal amount of each Eurocurrency Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive absent manifest error), and (ii) as long as such Lender shall be required to comply with any reserve ratio requirement or analogous requirement of any other central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments or the funding of the Eurocurrency Rate Loans, such additional costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated to such Commitment or Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive absent manifest error), which in each case shall be due and payable on each date on which interest is payable on such Loan, provided the Co-Borrowers shall have received at least 10 Business Days prior notice (with a copy to the Administrative Agent) of such additional interest or costs from such Lender. If a Lender fails to give notice 10 Business Days prior to the relevant Interest Payment Date, such additional interest or costs shall be due and payable 10 Business Days from receipt of such notice. Section 3.05 Compensation for Losses . Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Co-Borrowers shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Co-Borrowers (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Co-Borrowers; (c) any payment by the Co-Borrowers of the principal of or interest on any Revolving Credit Loan or of any drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency in a different currency from the currency in which the applicable Revolving Credit Loan or Letter of Credit is denominated (except to the extent the L/C Issuer has required payment of any drawing under a Letter of Credit in Dollars pursuant to Section 2.03(c)(i)(A)); or

(d) any assignment of a Eurocurrency Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by a Co-Borrower pursuant to Section 10.13; including any loss or expense (including foreign exchange losses but excluding loss of anticipated profits) arising from the liquidation or reemployment of funds obtained by it to maintain such Loan, from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract. The Co-Borrowers shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Co-Borrowers to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each Eurocurrency Rate Loan made by it at the Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the offshore interbank market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Rate Loan was in fact so funded. A certification from any affected Lender, delivered to the Co-Borrowers (with a copy to the Administrative Agent) setting forth the calculation of such amounts will be conclusive in the absence of manifest error. Section 3.06 Mitigation Obligations; Replacement of Lenders.

(a) Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or the Co-Borrowers are required to pay any additional amount to any Lender, the L/C Issuer, or any Governmental Authority for the account of any Lender or the L/C Issuer pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender or the L/C Issuer shall, as applicable, use commercially reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the L/C Issuer, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender or the L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to such Lender or the L/C Issuer, as the case may be. The Co-Borrowers hereby agree to pay all reasonable costs and expenses incurred by any Lender or the L/C Issuer in connection with any such designation or assignment. (b) Replacement of Lenders. If any Lender requests compensation under Section 3.04 or gives any notice pursuant to Section 3.02, or if the Co-Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, the Co-Borrowers may replace such Lender in accordance with Section 10.13. Section 3.07 Survival. All of the Co-Borrowers obligations under this Article III shall survive termination of the Aggregate Commitments, repayment of all other Obligations hereunder, and resignation of the Administrative Agent.

ARTICLE IV CONDITIONS PRECEDENT TO CREDIT EXTENSIONS Section 4.01 Conditions to Closing and Borrowing. The closing of the Facilities and the obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agents receipt of the following, each of which shall be originals or copies by .pdf or telecopy (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent: (i) (ii) (iii) with: (A) results of searches or other reasonably satisfactory evidence (in each case dated as of a date reasonably satisfactory to the Administrative Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Liens permitted by Section 7.01 and Liens for which termination statements and releases are being tendered on the Closing Date, (B) all Pledged Certificated Securities referred to therein required pursuant to the terms thereof to be delivered on the Closing Date, accompanied by undated stock powers or instruments of transfer executed or indorsed in blank, (C) proper Financing Statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may reasonably deem necessary or desirable in order to perfect the Liens created under the Guarantee and Security Agreement, covering the Collateral described in the Guarantee and Security Agreement, and (D) evidence of the completion of all other actions, recordings and filings of or with respect to the Guarantee and Security Agreement that the Administrative Agent may reasonably deem necessary or desirable in order to perfect the Liens created thereby (including receipt of duly executed payoff letters, UCC-3 termination statements, trademark, patent and copyright lien releases and consent agreements); (iv) such certifications of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (v) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is (A) duly organized or formed, validly existing and in good standing and qualified to engage in business, in each case in its jurisdiction of organization or formation and (B) qualified to engage in business in each other jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except, in the case of this clause (B), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (vi) a favorable opinion of Cox Smith Matthews Incorporated, special counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G-1; (vii) executed counterparts of the Post Closing Letter; executed counterparts of this Agreement; a Note executed by each of the Co-Borrowers in favor of each Lender requesting a Note; executed counterparts of the Guarantee and Security Agreement, duly executed by each Loan Party, together

(viii) projections, prepared by management of the Companies in good faith on the basis of the assumptions stated therein, of consolidated balance sheets and statements of income or operations and cash flows of the Companies on an annual basis for each fiscal year for the term of the Agreement, each in form consistent with the projections previously provided to the Joint Bookrunners (the Projections); (ix) receipt of all governmental, shareholder and material third party consents and approvals required in connection with the consummation of the Loan Documents; (x) a certificate signed by the chief financial officer of the Parent (A) certifying that the Parent and its Subsidiaries are Solvent, and (B) certifying that the Projections were prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed by management of the Companies to be reasonable at the time prepared; (xi) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, together with the certificates of insurance, naming the Administrative Agent, on behalf of the Lenders, as an additional insured or lenders loss payee, as the case may be, all as and to the extent required by Section 6.07; (xii) evidence that the Existing Credit Agreement has been, or concurrently with the Closing Date is being, terminated and all Liens securing obligations under the Existing Credit Agreement have been, or concurrently with the Closing Date are being, released; and (b) (i) All accrued fees and expenses of the Administrative Agent, the Joint Bookrunners and the Lead Arrangers required to be paid under the Loan Documents and invoiced on or prior to the Closing Date shall have been paid, and (ii) all accrued fees of the Lenders required to be paid hereunder and invoiced on or prior to the Closing Date shall have been paid. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Section 4.02 Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans) is subject to the following conditions precedent: (a) The representations and warranties of the Co-Borrowers and each other Loan Party contained in Article V or any other Loan Document shall be true and correct on and as of the date of such Credit Extension; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct as of such earlier date; provided, further, that any representation and warranty (other than those contained in Sections 5.01(a) and 5.01(b)(ii) (in each case with respect to the Co-Borrowers only), 5.02, 5.04, 5.14 and 5.15) that is not qualified as to materiality, Material Adverse Effect or similar language shall be true and correct in all material respects on such respective dates. (b) In the case of all proposed Credit Extensions, no Default shall exist, or would result from such proposed Credit Extension or from the application of proceeds therefrom. (c) The Administrative Agent and, if applicable, the L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. (d) With respect to a Multicurrency Revolving Credit Borrowing, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or currency exchange controls that would make a Credit Extension in the designated Alternative Currency impracticable. Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurocurrency Rate Loans) submitted by the Co-Borrowers shall be deemed to be a representation and warranty of each Co-Borrower that the applicable conditions specified in Sections 4.02(a) and 4.02(b) have been satisfied on and as of the date of the applicable Credit Extension.

ARTICLE V REPRESENTATIONS AND WARRANTIES Each Co-Borrower represents and warrants to the Administrative Agent and the Lenders that: Section 5.01 Existence, Qualification and Power. Each Loan Party and each of its Subsidiaries (a) is duly organized or formed, validly existing and, as applicable, in good standing, in each case where such concept exists, under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite corporate, limited liability, partnership or similar power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clause (b) (i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect. Section 5.02 Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Persons Organization Documents; (b) result in any breach or contravention of, or the creation of any Lien upon any of the property or assets of such Person or any of the its Subsidiaries (other than as permitted by Section 7.01) under (x) any material Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (y) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any applicable material Law; except with respect to any breach, contravention or violation (but not creation of Liens) referred to in clauses (b) and (c), to the extent that such breach, contravention or violation would not reasonably be expected to have a Material Adverse Effect. Section 5.03 Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or (subject to the Legal Reservations) enforcement against, any Loan Party of this Agreement or any other Loan Document (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens purported to be created under the Collateral Documents (including the first priority nature thereof (other than Liens permitted under Section 7.01)) to the extent perfection is required thereunder or (d) the exercise (subject to the Legal Reservations) by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for (i) filings, notices, consents and registrations necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings that have been duly obtained, taken, given or made and are in full force and effect, (iii) those set forth on Schedule 5.03 hereto, (iv) as may be required, in connection with the disposition of any investment property (as defined in the UCC) or the Equity Interests of any Subsidiary, by laws generally affecting the offering and sale of securities, the laws of the jurisdiction of organization of any Foreign Subsidiary, or the terms of the Organization Documents of any Foreign Subsidiary or any Subsidiary which is a limited liability company or a limited partnership and (vi) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make would not reasonably be expected to have a Material Adverse Effect. Section 5.04 Binding Effect. This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity and principles of good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). Section 5.05 Financial Statements; No Material Adverse Effect.

(a) The Parent Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present, in all material respects, the financial condition of the Parent and its Subsidiaries as of the respective dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The Parent Unaudited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present, in all material respects, the financial condition of the Parent and its Subsidiaries as of the respective dates thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i)and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since December 31, 2009, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) The projections delivered pursuant to Section 4.01(a)(ix) and Section 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed by the management of the Parent to be reasonable in light of the conditions existing at the time of preparation of such projections (it being understood that projections are subject to uncertainties and contingencies and that actual results during the period or periods covered by such projections may differ materially from such projections). Section 5.06 Litigation. There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Parent, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against the Parent or any of its Subsidiaries or against any of their properties that (a) except as specifically disclosed in Schedule 5.06, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect or (b) purports to affect the legality, validity or enforceability of this Agreement or any other Loan Document. Section 5.07 No Default. Except as specifically disclosed in Schedule 5.07, neither any Loan Party nor any Subsidiary thereof is in default under or with respect to, or a party to, any material Contractual Obligation that could, in either case either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Default has occurred and is continuing. Section 5.08 Ownership of Property. Each Loan Party and each of its Subsidiaries has good and marketable title in fee simple to, or valid leasehold interests in, all material real property necessary in the ordinary conduct of its business, except for immaterial defects in title. Section 5.09 Environmental Compliance. The Loan Parties and their respective Subsidiaries conduct in the ordinary course of business a review of the effect of existing applicable Environmental Laws and material claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties, and as a result thereof the Parent has reasonably concluded that such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 5.10 Insurance. The material properties of the Parent and its Subsidiaries are insured with financially sound and reputable insurance companies, in such amounts, with such deductibles and covering such risks as is required pursuant to Section 6.07; provided, that the Parent and its Subsidiaries may self-insure in accordance with good business practice. Section 5.11 Taxes. The Parent and its Subsidiaries have filed all Federal, state and other material tax returns and reports required to be filed, and have paid all Federal, state and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in the Parents consolidated financial statements in accordance with GAAP. There is no proposed tax assessment against the Parent or any Subsidiary that would, if made, have a Material Adverse Effect. Neither any Loan Party nor any Subsidiary thereof is party to any tax sharing agreement with any Person other than the Parent or its Subsidiaries. Section 5.12 ERISA Compliance.

(a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal or state laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a letter is currently being processed by the Internal Revenue Service. To the best knowledge of the Loan Parties, nothing has occurred that would prevent or cause the loss of such tax-qualified status. (b) There are no pending or, to the best knowledge of the Parent, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Pension Plan that could reasonably be expected to have a Material Adverse Effect. To the best knowledge of the Loan Parties, there has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Pension Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect. (c) (i) No ERISA Event has occurred; (ii) the Parent and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Pension Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained; (iii) neither the Parent nor any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid; (iv) neither the Parent nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or Section 4212(c) of ERISA; and (v) no Pension Plan subject to Title IV of ERISA has been terminated by the plan administrator thereof nor by the PBGC, and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Plan, in each case of clauses (i) through (v) above, that would result in liability, individually, or in the aggregate, in excess of the Threshold Amount. Section 5.13 Subsidiaries; Equity Interests; Loan Parties. As of the Closing Date, (i) the Parent has no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13 and (ii) all of the outstanding Equity Interests in such Subsidiaries (x) to the extent constituting Collateral, have been validly issued, are fully paid and, to the extent applicable, non-assessable and (y) are owned by the Parent and its Subsidiaries in the amounts specified in Part (a) of Schedule 5.13 free and clear of all Liens except those created under the Collateral Documents and such other Liens as are permitted under Section 7.01. As of the Closing Date, the Parent has no equity investments, directly or indirectly, in any other corporation or entity other than those specifically disclosed in Part (a) of Schedule 5.13. All of the outstanding Equity Interests in the Parent have been validly issued, are fully paid and nonassessable. Set forth on Part (b) of Schedule 5.13 is a complete and accurate list of all Loan Parties and all Subsidiaries the Equity Interests of which are required to be pledged on the Closing Date pursuant to the Guarantee and Security Agreement. Section 5.14 of Regulations T, U and X. Margin Regulations. The proceeds of Loans have been and will be used in compliance with all applicable provisions

Section 5.15 Investment Company Act. None of the Parent or any Subsidiary is or is required to be registered as an investment company under the Investment Company Act of 1940. Section 5.16 Disclosure. As of the Closing Date, the Parent has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No report, financial statement, certificate or other written information furnished by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the transactions contemplated hereby (other than financial projections and information of a general economic nature) and the negotiation of this Agreement or delivered hereunder or under any other Loan Document (in each case as modified or supplemented by other information so furnished), taken as a whole, contains any material misstatement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. All financial projections concerning the Parent and its Subsidiaries and all written information of a general economic nature furnished by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan Document (in each case as modified or supplemented by other information so furnished), was prepared in good faith based upon assumptions believed to be reasonable at the time-prepared, it being understood that such projections are subject to significant uncertainties and contingencies, and that actual results may differ materially from such projections. Section 5.17 Compliance with Laws. Each Loan Party and each Subsidiary thereof is in compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees of Governmental Authorities applicable to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. Section 5.18 Intellectual Property; Licenses, Etc. Except as disclosed in Schedule 5.18: (a) the Parent and each of its Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, IP Rights) that are reasonably necessary for the operation of their respective businesses as conducted or as proposed to be conducted; (b) to the best knowledge of the Parent, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Parent or any of its Subsidiaries infringes upon any IP Rights of any other Person, except to the extent that any such infringement, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; and (c) no claim or litigation regarding any of the foregoing is pending or, to the best knowledge of the Parent, threatened in writing, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Section 5.19 Solvency. On the Closing Date after giving effect to any transactions to occur on the Closing Date (including the borrowings hereunder on the Closing Date), the Parent and its Subsidiaries, on a consolidated basis, are Solvent. Section 5.20 Labor Matters.

(a) There are no collective bargaining agreements or Multiemployer Plans covering the employees of the Parent or any of its Domestic Subsidiaries as of the Closing Date and neither the Parent nor any Domestic Subsidiary has suffered any strikes, walkouts, work stoppages or other material labor difficulty within the six years prior to the Closing Date.

(b) As of the Closing Date, there are no strikes, lockouts or slowdowns against the Parent or its Subsidiaries pending or, to the knowledge of the Parent or its Subsidiaries, threatened. The consummation of the transactions under this Agreement will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement by which the Parent or its Subsidiaries is bound that could reasonably be expected to result in a Material Adverse Effect. Section 5.21 Collateral Documents. The provisions of the Collateral Documents are effective to create in favor of the Administrative Agent for the benefit of the Secured Parties a legal, valid and enforceable Lien on all right, title and interest of the respective Loan Parties in the Collateral described therein. Except for filings, notices, consents and registrations contemplated hereby and by the Collateral Documents, no filing or other action will be necessary to perfect such Liens to the extent that perfection is required under such Collateral Documents. The Liens of the Administrative Agent in the Collateral shall have the priority as required by the applicable Collateral Documents. Section 5.22 Compliance with OFAC Rules and Regulations.

(a) None of the Parent or its Subsidiaries is in violation of and shall not violate any of the country or list based economic and trade sanctions administered and enforced by OFAC that are described or referenced at http://www.ustreas.gov/offices/enforcement/ofac/ or as otherwise published from time to time. (b) None of the Parent or its Subsidiaries is a Sanctioned Person or a Sanctioned Entity, has more than 10% of its assets located in Sanctioned Entities, or derives more than 10% of its operating income from investments in, or transactions with Sanctioned Persons or Sanctioned Entities. No proceeds of any Loan will be used nor have any been used to fund any operations in, finance any investments or activities in or make any payments to, a Sanctioned Person or a Sanctioned Entity. Section 5.23 Compliance with FCPA.

Each of the Parent and its Subsidiaries is in compliance in all material respects with the Foreign Corrupt Practices Act, 15 U.S.C. 78dd-1, et seq., and any foreign counterpart thereto. None of the Parent or its Subsidiaries has made a payment, offering, or promise to pay, or authorized the payment of, money or anything of value in order to assist in obtaining or retaining business for or with, or directing business to, any foreign official, foreign political party, party official or candidate for foreign political office, to a foreign official, foreign political party or party official or any candidate for foreign political office, and with the intent to induce the recipient to misuse his or her official position to direct business wrongfully to the Co-Borrowers or any of their Subsidiaries or to any other Person, in violation of the Foreign Corrupt Practices Act, 15 U.S.C. 78dd-1, et seq.

ARTICLE VI AFFIRMATIVE COVENANTS So long as any Lender shall have any Commitment hereunder, any principal of or interest on any Loan or other Obligation hereunder shall remain unpaid or unsatisfied (other than contingent indemnification obligations) or any Letter of Credit shall remain outstanding, Parent shall, and shall (except in the case of the covenants set forth in Sections 6.01, 6.02, 6.03 and 6.11) cause each Subsidiary to: Section 6.01 Financial Statements. Deliver to the Administrative Agent, for further distribution to the Lenders:

(a) as soon as available, but in any event within 90 days after the end of each fiscal year of the Parent, a consolidated balance sheet of the Parent and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of earnings, shareholders equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such consolidated statements to be audited and accompanied by a report of Ernst & Young LLP or another independent certified public accountant of nationally recognized standing, which report shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any going concern or like qualification or exception or any qualification or exception as to the scope of such audit; (b) as soon as available, but in any event within 45 days after the end of each of the first three quarters of each fiscal year of the Parent, the unaudited consolidated balance sheet of the Parent and its Subsidiaries as of the end of such quarter and the related consolidated statements of earnings and cash flows of the Parent and its Subsidiaries for such fiscal quarter and for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, duly certified by a Responsible Officer of the Parent as fairly presenting in all material respects the financial condition, results of operations and cash flows of the Parent and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes; and (c) as soon as available, but in any event within 30 days after the end of each fiscal year of the Parent, financial projections of the Parent and its Subsidiaries on a consolidated basis, consisting of projected balance sheets, income statements and cash flow statements for the subsequent fiscal year, quarter by quarter, in each case in form substantially similar to the form of the Projections. As to any information contained in materials furnished pursuant to Section 6.02(b), the Parent shall not be separately required to furnish such information under Section 6.01(a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Parent to furnish the information and materials described in Sections 6.01(a) and (b) above at the times specified therein. Section 6.02 Certificates; Other Information. Deliver to the Administrative Agent, for further distribution to each Lender:

(a) as soon as available and in any event not later than 5 Business Days after the delivery of the financial statements referred to in Sections 6.01(a) and 6.01(b), a duly completed Compliance Certificate, substantially in the form of Exhibit D hereto, signed by a Responsible Officer of the Parent (A) certifying as to whether a Default has occurred and is continuing on the date thereof and, if a Default has occurred and is continuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (B) setting forth reasonably detailed calculations demonstrating compliance with the financial covenants set forth in Section 7.10, and (C) stating whether any change in GAAP or in the application thereof has occurred since the date of the financial statements referred to above and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (b) promptly after sending or filing thereof, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Parent generally in their capacity as stockholders, and copies of all annual, regular, periodic and special reports and registration statements which the Parent files with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto; (c) promptly after the furnishing thereof, copies of any notice of any default that has occurred with respect to any Indebtedness having a value in excess of the Threshold Amount furnished to any holder of such Indebtedness pursuant to the terms of any indenture, loan or credit or similar agreement not otherwise required to be furnished to the Lenders pursuant to Section 6.01 or any other clause of this Section 6.02; (d) promptly, and in any event within five Business Days after receipt thereof by any Loan Party or any Domestic Subsidiary thereof, copies of each notice or other correspondence received from the SEC concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof; and (e) promptly, such additional information regarding the business, financial, legal or corporate affairs of any Loan Party or any Subsidiary thereof, or compliance with the terms of the Loan Documents, as the Administrative Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01(a), 6.01(b) or 6.02(b) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Parent posts such documents, or provides a link thereto on the Parents website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Parents behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Parent shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Parent to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Parent shall notify the Administrative Agent (by telecopier or electronic mail) of the posting of any such documents and, upon request of the Administrative Agent, provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Parent shall be required to provide paper copies of the Compliance Certificates required by Section 6.02(a) to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Parent with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Co-Borrowers hereby acknowledges that (a) the Administrative Agent will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Co-Borrowers hereunder (collectively, Borrower Materials) by posting the Borrower Materials on IntraLinks or another similar electronic system (the Platform) and (b) certain of the Lenders (each, a Public Lender) may have personnel who do not wish to receive material non-public information with respect to the Parent or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons securities. The Co-Borrowers hereby agree that they will use commercially reasonable efforts to identify that portion of the Borrower Materials that is intended by the Administrative Agent and the Co-Borrowers to be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked PUBLIC which, at a minimum, shall

mean that the word PUBLIC shall appear prominently on the first page thereof; (x) by marking Borrower Materials PUBLIC, the Co-Borrowers shall be deemed to have authorized the Administrative Agent, the Lead Arrangers, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Parent or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked PUBLIC are permitted to be made available through a portion of the Platform designated Public Side Information; and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked PUBLIC as being suitable only for posting on a portion of the Platform not designated Public Side Information. Section 6.03 Notices. Promptly after a Responsible Officer of the Parent, any Domestic Subsidiary or KCI Medical Resources (Ireland) (or any of its successors) obtains knowledge thereof, notify the Administrative Agent: (a) (b) of the occurrence of any Event of Default that is continuing; of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect;

(c) of the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Parent or its ERISA Affiliates in an aggregate amount exceeding $25,000,000 in any year or the Threshold Amount for all periods, together with (i) a copy of the notice, if any, of such ERISA Event given to the PBGC, (ii) a copy of any notice that the Parent or its ERISA Affiliate may receive from the PBGC relating to the intention of the PBGC to terminate any Plan or Plans or to appoint a trustee to administer any Plan or Plans, or (iii) a statement of a Responsible Officer of the Parent or its ERISA Affiliate setting forth details as to any failure to make a required installment or other payment with respect to a Plan, together with a copy of any notice of such failure given to the PBGC; (d) of (i) a decrease of 20% or more in the number of active participants in an International Plan from the number of active participants in such plan on the last day of the immediately preceding year; (ii) the failure of an International Plan to comply with funding requirements under applicable law; (iii) the failure of an International Plan to pay benefits when due; or (iv) non-compliance with local law applicable to an International Plan, which in the case of the foregoing clauses (i) through (iv), either alone or in the aggregate, could reasonably be expected to result in liability of the Parent or its ERISA Affiliates in an aggregate amount exceeding $25,000,000 in any year or the Threshold Amount for all periods; (e) (f) of the Facilities. of any determination by the Parent referred to in Section 2.10(b); and of any announcement by Moodys or S&P of any change in the rating of, or change in the rating outlook with respect to, any

Each notice pursuant to Section 6.03(a) or 6.03(b) shall be accompanied by a statement of a Responsible Officer of the Parent setting forth details of the occurrence referred to therein and stating what action, if any, the Parent has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(a) shall describe the applicable Event of Default in reasonable detail. Section 6.04 Payment of Obligations. Pay and discharge as the same shall become due and payable, all of its material obligations and material liabilities, including (a) all material tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in the Parents consolidated financial statements in accordance with GAAP; (b) all lawful claims which, if unpaid, would by law become a Lien upon a material portion of its property (other than a Lien permitted under Section 7.01); and (c) all Indebtedness, as and when due and payable, subject to any subordination provisions contained in any instrument or agreement evidencing such Indebtedness, except, in the case of this clause (c), to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect. Section 6.05 Preservation of Existence, Etc. (a) Preserve and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.04 or 7.05; (b) take all reasonable action to maintain all material rights, privileges, permits, licenses and franchises reasonably necessary in the normal conduct of its business except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve and maintain all of its IP Rights, the nonpreservation of which could reasonably be expected to have a Material Adverse Effect. Section 6.06 Maintenance of Properties. (a) Maintain, preserve and protect all of its material properties and equipment reasonably necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; and (b) make all reasonably necessary repairs thereto and renewals and replacements thereof. Section 6.07 Maintenance of Insurance. Maintain with financially sound and reputable insurance companies, insurance with respect to its material properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business and owning similar properties, of such types and in such amounts as are customarily carried under similar circumstances by such other Persons; provided, that the Parent and its Subsidiaries may self-insure in accordance with good business practice and consistent with past practice. Parent shall deliver to the Administrative Agent endorsements to all general liability and other liability policies naming the Administrative Agent an additional insured. Section 6.08 Compliance with Laws. Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees of any Governmental Authority applicable to it or to its business or property, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or (b) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect. Section 6.09 Books and Records . (a) Maintain proper books of record and account in which complete and correct entries are made of all transactions relating to its business and activities sufficient to allow for the preparation of financial statements in accordance with GAAP (or, in the case of Foreign Subsidiaries, generally accepted accounting principles in effect from time to time in their respective jurisdictions of organization) and (b) maintain such books of record and account in material conformity with the applicable provisions of and regulations under Medicare and Medicaid to the extent such provisions affect the obligations of any Governmental Authoritys reimbursement obligations to the Parent or any of its Subsidiaries. Section 6.10 Inspection Rights. Permit authorized representatives and independent contractors of the Administrative Agent and one or more authorized representatives of the Lenders (such authorized representative(s) to be appointed by the Lenders in consultation with the Administrative Agent) to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, senior officers, and independent public accountants (provided that the Co-Borrowers may be present and participate in any such discussion with such public accountants), all at such reasonable times during normal business hours and upon reasonable advance notice to the Co-Borrowers, provided that unless an Event of Default is continuing, no such authorized representatives or independent contractors shall so visit, inspect and examine more than once in any calendar year. Section 6.11 Use of Proceeds. Use the proceeds of the Facilities solely (i) to refinance Indebtedness under the Existing Credit Facility, (ii) to fund purchases of Equity Interests in the Parent as permitted hereunder, (iii) to fund transaction costs in connection with the items in clauses (i)

and (ii) and (iv) to provide ongoing working capital and for other general corporate purposes not in contravention of any Law or of any Loan Document; and in each case use the proceeds of the Loans in compliance with all applicable provisions of Regulations T, U and X. Section 6.12 Covenant to Guarantee Obligations and Give Security.

(a) Upon (1) the formation or acquisition of any new direct or indirect Subsidiary other than an Immaterial Subsidiary by any Loan Party or (2) the designation by the Parent of any Immaterial Subsidiary as being a Subsidiary that is no longer an Immaterial Subsidiary (in each case other than (i) any CFC and (ii) any Subsidiary that is not a CFC that (x) is held directly or indirectly by a CFC or (y) holds directly or indirectly a CFC and does not hold any Equity Interests of any Person that is not a CFC or any other material assets), then the Parent shall, at the Co-Borrowers expense: (i) within 30 days (or such later date as is agreed by the Administrative Agent in its reasonable discretion) after such formation or acquisition, cause such Subsidiary and each direct parent of such Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent a Security Agreement Supplement (including delivery of all Pledged Certificated Securities evidencing Pledged Equity Interests of such Subsidiary and any other Pledged Certificated Securities to the extent required by the Guarantee and Security Agreement), and other instruments of the type specified in Section 4.01(a)(iii) to the extent required pursuant to the Guarantee and Security Agreement), guaranteeing the Secured Obligations and securing payment of all the Secured Obligations of such Subsidiary or the direct parent of such Subsidiary, as the case may be, under the Loan Documents, (ii) within 30 days (or such later date as is agreed by the Administrative Agent in its reasonable discretion) after such formation or acquisition, cause such Subsidiary to take whatever action (including the filing of Uniform Commercial Code financing statements and the giving of notices) may be reasonably necessary in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on its properties purported to be created by the agreements delivered pursuant to this Section 6.12, enforceable against third parties in accordance with their terms, and (iii) within 60 days (or such later date as is agreed by the Administrative Agent in its reasonable discretion) after such formation or acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its reasonable discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to such matters as the Administrative Agent may reasonably request; provided, that the Parent shall have the right not to comply with the foregoing clauses (i), (ii) and (iii) with respect to any such Subsidiary that is not a wholly-owned Subsidiary so long as the provisions of Section 7.03(j)(iv) are otherwise satisfied. (b) At any time upon request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may deem reasonably necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, Security Agreement Supplements and other security and pledge agreements. Section 6.13 Compliance with Environmental Laws. Comply, and cause all lessees and other Persons operating or occupying its properties to comply, in all material respects, with all applicable Environmental Laws and Environmental Permits; obtain and renew all Environmental Permits necessary for its operations and properties; and conduct any investigation, study, sampling and testing, and undertake any cleanup, removal, remedial or other action necessary to remove and clean up all Hazardous Materials from any of its properties as required by and in accordance with all applicable Environmental Laws; provided, however, that neither the Parent nor any of its Subsidiaries shall be required to undertake any such cleanup, removal, remedial or other action to the extent that its obligation to do so is being contested in good faith and by proper proceedings and appropriate reserves are being maintained in the Parents consolidated financial statements with respect to such circumstances in accordance with GAAP. Section 6.14 Further Assurances. Promptly upon the reasonable request by the Administrative Agent, (a) correct any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation thereof, and (b) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as may be required under applicable law or as the Administrative Agent may reasonably require from time to time in order to (i) carry out more effectively the purposes of the Collateral Documents, (ii) to the fullest extent permitted by applicable law, subject any Loan Partys or any of its Subsidiaries properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Collateral Documents, (iii) maintain the effectiveness of the Collateral Documents and ensure the validity and, to the extent required under the Collateral Documents, the perfection and priority of the Liens intended to be created thereunder and (iv) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted or now or hereafter intended to be granted to the Secured Parties under any Loan Document or under any other instrument executed in connection with any Loan Document to which any Loan Party or any of its Subsidiaries is or is to be a party, and cause each of its Subsidiaries to do so (subject to the limitations set forth in the Loan Documents). Section 6.15 Designation as Senior Debt. (i) Designate all Obligations of (x) KCI USA, Inc. and (y) any other Subsidiary that Guarantees the Indebtedness in respect of the Convertible Senior Notes, as Designated Senior Indebtedness or Senior Debt (or any equivalent term) under the Convertible Senior Notes Indenture, and (ii) designate all Obligations as Designated Senior Indebtedness or Senior Debt (or any equivalent term) under any documents governing any other subordinated Indebtedness incurred by any Loan Party.

ARTICLE VII NEGATIVE COVENANTS So long as any Lender shall have any Commitment hereunder, any principal of or interest on any Loan or other Obligation hereunder shall remain unpaid or unsatisfied (other than contingent indemnification obligations) or any Letter of Credit shall remain outstanding, the Parent shall not, nor shall it permit any Subsidiary to, directly or indirectly: Section 7.01 Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following: (a) Liens pursuant to any Loan Document;

(b) Liens existing on the date hereof and listed on Schedule 7.01 and, if the Indebtedness secured by such Lien is modified, refinanced, refunded, renewed or extended with any Permitted Refinancing Indebtedness, any Lien on the same collateral securing such Permitted Refinancing Indebtedness; (c) Liens for taxes, assessments or governmental charges or levies not yet overdue by more than 30 days or, in the case of real property taxes, not yet delinquent, or, in any case, which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP (or, in the case of Foreign Subsidiaries, generally accepted accounting principles in effect from time to time in their respective jurisdictions of organization); (d) statutory and common law rights of set-off and other similar rights and remedies as to deposits of cash, securities, commodities and other funds in favor of banks, other depositary institutions, securities or commodities intermediaries or brokerages; (e) Liens of a collecting bank arising in the ordinary course of business under Section 4-208 of the Uniform Commercial Code in effect in the relevant jurisdiction and covering only the items being collected upon; (f) landlords, carriers, warehousemens, mechanics, materialmens, repairmens, workmens, suppliers, processors, storage or other like Liens arising in the ordinary course of business which are securing amounts not overdue for a period of more than 60 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person; (g) pledges or deposits made in the ordinary course of business in connection with workers compensation, unemployment insurance and other social security or similar laws or regulations, other than any Lien imposed by ERISA; (h) pledges or deposits made pursuant to regulatory requirements or to secure the performance of (i) tenders, bids, trade contracts, government contracts and leases (other than leases constituting Indebtedness) and statutory obligations, (ii) surety, customs, bid, performance and appeal bonds and (iii) other obligations of a like nature, in each case incurred in the ordinary course of business; (i) Liens that are contractual rights of setoff relating to purchase orders and other agreements entered into with customers of such Person in the ordinary course of its business; (j) easements, rights-of-way, restrictions, and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount and which do not interfere in any material respect with the ordinary conduct of the business of the applicable Person; (k) any interest or title of a lessor, licensor or sublessor under any lease, license or sublease entered into by any Loan Party or any of its Subsidiaries in the ordinary course of business, or any lease, license or sublease granted by any Loan Party or any of its Subsidiaries to another Person that (x) does not interfere in any material respect with the business of such Loan Party or Subsidiary and (y) does not secure any Indebtedness; (l) Liens securing judgments not constituting an Event of Default under Section 8.01(h);

(m) Liens securing Indebtedness represented by financed insurance premiums in the ordinary course of business consistent with past practice, provided that such Liens do not extend to any property or assets other than the corresponding insurance policies being financed; (n) Liens securing Indebtedness permitted under Section 7.02(o); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition; (o) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Parent or any Subsidiary of the Parent or becomes a Subsidiary of the Parent; provided that such Liens were not created in contemplation of such merger, consolidation or Investment and do not extend to any assets other than those of the Person merged into or consolidated with the Parent or such Subsidiary or acquired by the Parent or such Subsidiary, and the applicable Indebtedness secured by such Lien is permitted under Section 7.02(p); (p) Liens on Margin Stock owned by the Loan Parties and their Subsidiaries, if and to the extent the value of all such Margin Stock exceeds 25% of the value of the total assets subject to the restrictions on Liens set forth in this Section 7.01; (q) Liens on assets of (i) any Subsidiary in favor of any Loan Party and (ii) any Subsidiary that is not a Loan Party in favor of any other Subsidiary that is not a Loan Party; (r) Liens consisting of an agreement to sell, transfer or dispose of any asset to the extent such sale, transfer or disposition is not prohibited by the Loan Documents; provided that such Liens encumber only the applicable assets pending the completion of the applicable sale, transfer or disposition; (s) and (t) other Liens so long as the aggregate principal amount of the Indebtedness and other obligations secured thereby does not exceed the greater of (x) $50,000,000 and (y) 1.5% of Consolidated Assets (as of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 6.01(a) or 6.01(b)). Liens on the assets of Foreign Subsidiaries securing Indebtedness of Foreign Subsidiaries permitted under Section 7.02(q);

Section 7.02 (a)

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: the Obligations;

(b) Indebtedness in respect of (i) Swap Contracts entered into by the Parent or any of its Subsidiaries in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates and (ii) in respect of the Warrant Transactions; (c) Indebtedness in respect of the Convertible Senior Notes, Replacement Convertible Notes and any subordinated Guarantee in respect thereof and any Permitted Refinancing Indebtedness with respect thereto; (d) Indebtedness of the Co-Borrowers or another Subsidiary owed to a Co-Borrower or a Subsidiary, which Indebtedness shall in the case of Indebtedness owed by a Loan Party to a Subsidiary that is not a Loan Party, be subordinated to the Obligations on terms substantially similar to (and in any event not materially less favorable to the Lenders than) those set forth in Exhibit H and (iii) be otherwise permitted under the provisions of Section 7.03; (e) respect thereto; Indebtedness outstanding on the date hereof and listed on Schedule 7.02 and any Permitted Refinancing Indebtedness with

(f) (i) Guarantees by any Loan Party of Indebtedness (other than the Convertible Senior Notes, the Replacement Convertible Notes or Additional Convertible Notes) of any other Loan Party; provided that if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness, (ii) Guarantees by any Subsidiary that is not a Loan Party of Indebtedness of any Subsidiary that is not a Loan Party; and (iii) Guarantees by any Loan Party of Indebtedness of any Subsidiary that is not Loan Party; provided, in the case of each of the foregoing clauses (i), (ii) and (iii), that (x) the Indebtedness being Guaranteed is otherwise permitted under this Section 7.02 and (y) the Guarantee is otherwise permitted under Section 7.03; (g) Indebtedness (other than for borrowed money) which may be deemed to exist pursuant to any guaranties, warranty or contractual service obligations, performance, surety, statutory, appeal, bid, payment (other than payment of Indebtedness) or completion or performance guaranties or similar obligations incurred in the ordinary course of business; (h) Indebtedness in respect of netting services, overdraft protections and other cash management, intercompany cash pooling and similar arrangements in connection with deposit accounts, in each case in the ordinary course of business; (i) Indebtedness of the Parent or any of its Subsidiaries consisting of take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business, in an aggregate amount not to exceed $2,500,000 at any time outstanding; (j) Indebtedness of the Parent or any of its Subsidiaries in respect of workers compensation claims, payment obligations in connection with health or other types of social security benefits, unemployment or other insurance obligations, reclamation and statutory obligations, in each case in the ordinary course of business; (k) practice; (l) Indebtedness in respect of self-insurance obligations to the extent incurred in the ordinary course of business in accordance with customary industry practices in amounts customary in the Parents and its Subsidiaries industry; (m) client advances or deposits received in the ordinary course of business; Indebtedness consisting of the financing of insurance premiums in the ordinary course of business consistent with past

(n) Indebtedness of the Parent or any of its Subsidiaries constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including without limitation letters of credit in respect of workers compensation claims, or other Indebtedness with respect to reimbursement type obligations regarding workers compensation claims; provided, however, that upon the drawing of such letters of credit, the applicable reimbursement obligation is reimbursed in full within 30 days; (o) Indebtedness in respect of Capitalized Leases, Synthetic Lease Obligations and purchase money obligations of the Parent and its Subsidiaries (or Indebtedness to finance the development, construction, lease, repairs, additions or improvements to property (real or personal)) incurred in an aggregate amount not to exceed at any time outstanding the greater of (x) $75,000,000 and (y) 10% of Consolidated EBITDA (as of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 6.01(a) or 6.01(b)); (p) Indebtedness of any Person that becomes a Subsidiary of the Parent after the date hereof in accordance with the terms of Section 7.03(j), Section 7.03(k) or Section 7.03(l), which Indebtedness is existing at the time such Person becomes a Subsidiary of the Parent (other than Indebtedness incurred solely in contemplation of such Persons becoming a Subsidiary of the Parent), and any Permitted Refinancing Indebtedness with respect thereto; (q) Indebtedness of Foreign Subsidiaries in an aggregate principal amount not to exceed at any time outstanding the greater of (x) $75,000,000 and (y) 12.5% of Consolidated EBITDA (as of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 6.01(a) or 6.01(b)); (r) to the extent constituting Indebtedness, any earn-out or similar obligations incurred in connection with Investments permitted under Section 7.03; (s) so long as immediately before and immediately after giving effect to the incurrence thereof on a Pro Forma Basis, (i) the Consolidated Leverage Ratio as of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 6.01 does not exceed the applicable covenant level for such fiscal quarter end as set forth in Section 7.10(a) less 0.25 and (ii) no Default has occurred and is continuing, (x) Permitted Additional Indebtedness and (y) Permitted Additional Foreign Indebtedness; (t) so long as (i) immediately before and immediately after giving pro forma effect to the incurrence thereof, no Default shall have occurred and be continuing and (ii) immediately after giving effect to the incurrence thereof, the Parent and its Subsidiaries are in compliance on a Pro Forma Basis with all of the covenants set forth in Section 7.10, unsecured Indebtedness of Parent in an aggregate principal amount not to exceed $500,000,000 in the form of private or public senior unsecured notes and any Permitted Refinancing Indebtedness with respect thereto;

(u) other Indebtedness of the Loan Parties not otherwise permitted hereunder in an aggregate principal amount not to exceed the greater of at any time outstanding (x) $75,000,000 and (y) 10% of Consolidated EBITDA (as of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 6.01(a) or 6.01(b)); and (v) any amounts due by Parent to a holder of Parents Equity Interest in connection with a pending, unsettled transaction for repurchase of Equity Interests in the Parent that is permitted under Section 7.06 (including any accelerated share repurchase or similar transaction). To the extent that the creation, incurrence or assumption of any Indebtedness could be attributable to more than one subsection of this Section 7.02, the Co-Borrowers may allocate such Indebtedness to any one or more of such subsections and in no event shall the same portion of Indebtedness be deemed to utilize or be attributable to more than one item; provided, that (x) all Indebtedness created pursuant to the Loan Documents shall be deemed to have been incurred in reliance on Section 7.02(a), (y) all Indebtedness outstanding in respect of the Convertible Senior Notes (including the subordinated Guarantee in respect thereof) shall be deemed to have been incurred in reliance on Section 7.02(c) and (z) all Indebtedness outstanding in the form of senior unsecured notes shall be deemed to have been incurred in reliance on Section 7.02(t). Section 7.03 (a) Investments. Make or hold any Investments, except: Investments held by the Parent and its Subsidiaries in the form of cash and Cash Equivalents;

(b) (i) advances to officers, directors and employees of the Parent and its Subsidiaries for travel, entertainment, relocation and other similar ordinary business purposes and (ii) loans by the Parent or its Subsidiaries to their employees in connection with the purchase by such Persons of Equity Interests (other than Disqualified Equity Interests) of the Parent pursuant to management incentive plans; provided that the aggregate amount of Investments made pursuant to the preceding clauses (i) and (ii) shall not exceed $5,000,000 at any time outstanding; (c) (i) Investments by the Parent and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by the Parent and its Subsidiaries in Loan Parties, (iii) additional Investments by Subsidiaries of the Parent that are not Loan Parties in other Subsidiaries that are not Loan Parties and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties in Subsidiaries that are not Loan Parties in an aggregate amount which, when combined with the aggregate amount of Investments made pursuant to Section 7.03(j) in the Equity Interests of Subsidiaries that do not become Loan Parties, does not exceed $150,000,000 in any calendar year and does not exceed $300,000,000 during the term of this Agreement; provided that the conversion of any Indebtedness owed to the Parent or any other Loan Party by any Subsidiary into equity of such Subsidiary shall not constitute an additional Investment in such Subsidiary by the Parent or such other Loan Party (or a reduction in the amount of any such Investments) for purposes of the limitation contained in the immediately preceding clause (iv); (d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, Investments in securities of trade creditors or customers received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers, Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss and Investments received in compromise or resolution of litigation, arbitration or other disputes; (e) Investments constituting (i) Indebtedness (including Guarantees of Indebtedness) permitted by Section 7.02 (other than Sections 7.02(d), 7.02(f), 7.02(p) and 7.02(r)), and including Indebtedness that may be deemed to exist of the type described in Section 7.02(g) and (ii) Guarantees of other obligations (other than Indebtedness) of the Parent and its Subsidiaries incurred in the ordinary course of business; (f) Investments resulting from transactions permitted by Section 7.04, 7.05 or 7.06;

(g) Investments existing on the date hereof or made pursuant to legally binding written commitments in existence on the date hereof (other than those referred to in Section 7.03(c)(i)) and set forth on Schedule 7.03 and any modification, refinancing, renewal, refunding, replacement or extension thereof; provided that the amount of any Investment permitted pursuant to this Section 7.03(g) is not increased from the amount of such Investment on the Closing Date except pursuant to the terms of such Investment as of the Closing Date or as otherwise permitted pursuant to another clause of this Section 7.03; (h) deposits made to secure the performance of leases, licenses or contracts in the ordinary course of business, and other deposits made in connection with the incurrence of Liens permitted under Section 7.01; (i) Investments consisting of Uniform Commercial Code Article 3 endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (j) (x) the purchase or other acquisition by any Loan Party of at least 50% of the Equity Interests in a Person that, upon the consummation thereof will be a Subsidiary (including as a result of a merger or consolidation), or (y) the purchase by any Loan Party of all or substantially all of the property of, or assets constituting one or more business units or divisions of, any Person; provided that, with respect to each purchase or other acquisition made pursuant to this Section 7.03(j): (i) any such newly-created or acquired Subsidiary shall comply with the requirements of Section 6.12;

(ii) (A) immediately before and immediately after giving pro forma effect to any such purchase or other acquisition, no Default shall have occurred and be continuing and (B) immediately after giving effect to such purchase or other acquisition the Consolidated Leverage Ratio as of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 6.01 does not exceed the applicable covenant level for such fiscal quarter end as set forth in Section 7.10(a) less 0.25; (iii) the Parent shall have delivered to the Administrative Agent, at least five Business Days prior to the date on which any such purchase or other acquisition is to be consummated (or such later date as is agreed by the Administrative Agent in its reasonable discretion), a certificate of a Responsible Officer of the Parent, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in the preceding clauses (i) and (ii) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition; and (iv) the aggregate amount of all Investments (other than Investments the consideration for which is in the form of (i) Equity Interests (other than Disqualified Equity Interests) issued by a Loan Party or (ii) the net proceeds of an issuance by a Loan Party of its Equity Interests (other than Disqualified Equity Interests)) made pursuant to this Section 7.03(j) in the Equity Interests of Subsidiaries that do not become Guarantors, when combined with the aggregate amount of Investments made pursuant to Section 7.03(c)(iv), does not exceed $150,000,000 in any calendar year and does not exceed $300,000,000 during the term of this Agreement. (k) Investments by the Parent and its Subsidiaries not otherwise permitted under this Section 7.03 in an aggregate amount not to exceed $50,000,000 at any time outstanding; provided that, with respect to each Investment made pursuant to this Section 7.03(k), (A)

immediately before and immediately after giving pro forma effect to any such purchase or other acquisition, no Default shall have occurred and be continuing and (B) immediately after giving effect to such purchase or other acquisition, the Parent and its Subsidiaries shall be in compliance on a Pro Forma Basis with all of the covenants set forth in Section 7.10; (l) (m) Investments by any Foreign Subsidiary in any other Person that becomes a Subsidiary as a result thereof; Investments in Swap Contracts permitted under Section 7.02(b); and

(n) Investments consisting of Guarantees of obligations (other than Indebtedness) of the Parent and its Subsidiaries arising under agreements entered into in connection with acquisitions or Dispositions permitted under this Agreement. To the extent that the making of any Investment could be deemed a use of more than one subsection of this Section 7.03, the Co-Borrowers may select the subsection to which such Investment will be deemed a use and in no event shall the same portion of any Investment be deemed a use of or be attributable to more than one subsection. Section 7.04 Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that: (a) any Subsidiary may merge with (i) a Co-Borrower, provided that such Co-Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Loan Party is merging with another Subsidiary, the continuing or surviving Person shall be a Loan Party; (b) any Co-Borrower may merge with another Co-Borrower; provided that if one of the Co-Borrowers is the Parent, the Parent shall be the continuing or surviving Person; (c) any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a CoBorrower or to another Loan Party; (d) any Subsidiary that is not a Loan Party may Dispose of all or substantially all its assets (including any Disposition that is in the nature of a liquidation) to (i) another Subsidiary that is not a Loan Party or (ii) to a Loan Party; (e) any Loan Party (other than any Co-Borrower) or any of its Subsidiaries may liquidate, sell, transfer, lease or otherwise Dispose of all or substantially all of its assets if (i) such transaction is not prohibited by Section 7.05 and (ii) Parent has determined in good faith that such action is not materially disadvantageous to the interests of the Lenders; (f) in connection with any acquisition permitted under Section 7.03, any Subsidiary of the Parent (other than a Co-Borrower) may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that (i) the Person surviving such merger shall be a wholly owned Subsidiary of the Parent and (ii) in the case of any such merger to which any Loan Party (other than a Co-Borrower) is a party, the surviving Person shall be a Loan Party; (g) so long as no Default has occurred and is continuing or would result therefrom, the Parent or any Subsidiary may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided, however, that in each case, immediately after giving effect thereto (i) in the case of any such merger to which a Co-Borrower is a party, the Co-Borrower is the surviving corporation and (ii) in the case of any such merger to which any Loan Party (other than a Co-Borrower) is a party, the surviving corporation is a Loan Party; and (h) so long as no Default has occurred and is continuing or would result therefrom, any Subsidiary may dissolve if the purpose of such dissolution is to effect a transaction otherwise permitted under Section 7.04(b), 7.04(c) or 7.04(e). Section 7.05 (a) course of business; (b) (c) Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: Dispositions of obsolete, worn out, retired or surplus property, whether now owned or hereafter acquired, in the ordinary Dispositions of inventory and immaterial assets in the ordinary course of business; the rental, lease or sublease of real property or equipment in the ordinary course of business;

(d) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of property used or useful in the business of the Parent and its Subsidiaries (other than inventory and financial assets) or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of property used or useful in the business of the Parent and its Subsidiaries (other than inventory and financial assets); (e) Dispositions of property subject to Casualty Events;

(f) each Loan Party and each of its Subsidiaries may surrender or waive contractual rights and settle or waive contractual or litigation claims in the ordinary course of business; (g) Dispositions of property by any Subsidiary to Parent or to a Subsidiary; provided that if the transferor of such property is a Co-Borrower, the transferee thereof must be a Co-Borrower, and if the transferor of such property is a Guarantor, the transferee thereof must be a Loan Party; (h) Dispositions permitted by Section 7.04;

(i) Dispositions by the Parent and its Subsidiaries of property pursuant to sale-leaseback transactions, provided the book value of all property so Disposed of shall not exceed $20,000,000 from and after the Closing Date; (j) the sale or discount without recourse of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; (k) the abandonment, cancellation, non-renewal, or discontinuance of use or maintenance of IP Rights if Parent determines in good faith that such Disposition is desirable in the conduct of its business and not materially disadvantageous to the interests of the Lenders;

(l) leases, subleases and licenses of IP Rights (i) in the ordinary course of business and (ii) otherwise, in each case which do not materially interfere with the business of the Parent and its Subsidiaries, taken as a whole; (m) transactions otherwise permitted under Section 7.01, 7.03 or 7.06;

(n) Dispositions by the Parent and its Subsidiaries not otherwise permitted under this Section 7.05; provided that (x) at the time of such Disposition, no Default shall exist or would result from such Disposition, (y) the aggregate fair market value of all property Disposed of in reliance on this clause (n) in any fiscal year of the Parent shall not exceed 10% of Consolidated Assets as of the end of the fiscal year immediately preceding any such asset sale and (z) at least 75% of the consideration received for such asset shall consist of cash; (o) Dispositions of Margin Stock for cash and for fair market value as determined in good faith by the board of directors of the Parent; provided that the cash proceeds received in connection with any such Disposition of Margin Stock are held in cash or Cash Equivalents; and (p) to the extent constituting a Disposition, the issuance by the Parent or any of its Subsidiaries of its Equity Interests;

provided, however, that any Disposition pursuant to this Section 7.05 (except for (i) Dispositions from a Loan Party to a Loan Party pursuant to Section 7.05(g) and (ii) Dispositions pursuant to Section 7.05(e), 7.05(h), 7.05(j), 7.05(m) or 7.05(p)) shall be for fair market value. Section 7.06 Restricted Payments.

(a) Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so unless at the time of and after giving effect thereto on a Pro Forma Basis, (i) the Consolidated Leverage Ratio as of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 6.01 does not exceed 2.50x and (ii) no Default has occurred and is continuing. (b) Notwithstanding the foregoing (and provided that in the case of clauses (iv), (v), (vii) and (x), no Default shall have occurred and be continuing at the time of any action described in such clause or would result therefrom): (i) (a) each Subsidiary may make Restricted Payments to the Parent or any other Loan Party, (b) any Subsidiary of the Parent that is not a Loan Party may make Restricted Payments to any other Subsidiary of the Parent that is not a Loan Party and (c) any non wholly-owned Subsidiary of the Parent may make Restricted Payments to the Parent or any other Subsidiary and to any other Person that owns a direct Equity Interest in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; (ii) the Parent and each Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests (including options and warrants) of such Person; (iii) except to the extent the Net Cash Proceeds thereof are required to be applied to the prepayment of the Loans pursuant to Section 2.05(b)(iii), the Parent and each Subsidiary may purchase, redeem or otherwise acquire its common Equity Interests with the proceeds received from the substantially concurrent issue of new common Equity Interests; (iv) the Parent may make any delivery or payment in connection with, or as part of, the termination or settlement of a Warrant Transaction or the entry into a Convertible Note Hedge; (v) the Parent may (x) pay interest on, (y) deliver its common stock upon conversion of and (z) so long as the Liquidity Measure, determined both before and immediately after giving effect to such payment, is not less than $150,000,000, make cash payments in respect of the maturity, conversion or mandatory repurchase or redemption of (A) the Convertible Senior Notes in accordance with the terms of the Convertible Senior Notes Indenture as in effect on the date hereof, (B) any Replacement Convertible Notes in accordance with the terms of the Replacement Convertible Notes Indenture and (C) any Additional Convertible Notes in accordance with the terms of the Additional Convertible Notes Indenture. (vi) the Parent may make a mandatory repurchase or redemption of (A) the Convertible Senior Notes in accordance with the terms of the Convertible Senior Notes Indenture as in effect on the date hereof, (B) any Replacement Convertible Notes in accordance with the terms of the Replacement Convertible Notes Indenture and (C) any Additional Convertible Notes in accordance with the terms of the Additional Convertible Notes Indenture, in each case with the proceeds of (i) a substantially simultaneous issuance of Equity Interests (other than Disqualified Equity Interests) of the Parent or (ii) Indebtedness permitted under Section 7.02(s) or Section 7.02(t). (vii) (A) the repurchase of issued and outstanding Equity Interests of the Parent, including through an accelerated share repurchase or similar transaction, in an aggregate purchase price amount for all such repurchases not to exceed $300,000,000; and (B) in addition to the repurchase permitted under the foregoing clause (A), the repurchase of issued and outstanding Equity Interests of the Parent, including through an accelerated share repurchase or similar transaction, if at the time of and after giving effect thereto on a Pro Forma Basis, the Consolidated Leverage Ratio as of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 6.01 shall be less than 2.50x; (viii) the Parent may make repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants; (ix) the Parent and its Subsidiaries may (a) purchase their Equity Interests from any of their current or former officers, directors, employees, managers or consultants upon the death, disability, resignation, retirement or termination of employment of such officers, directors, employees, managers or consultants pursuant to any direct or equity plan, employee or direct or stock option plan or any other employee or director incentive plan and (b) make repurchases of Equity Interests from current or former officers, directors, employees, managers or consultants in net settlement of equity-based incentives, including, without limitation, with respect to share withholding for tax obligations, collectively, in an aggregate amount not to exceed $10,000,000 in any fiscal year; and (x) the Parent and each Subsidiary may make any other Restricted Payments not otherwise permitted hereunder in an aggregate amount not to exceed $150,000,000 in any fiscal year; provided that if during such fiscal year, the Consolidated Leverage Ratio for any fiscal quarter during such fiscal year for which financial statements have been delivered pursuant to Section 6.01 shall be less than 2.50x, the full $150,000,000 shall thereafter be available in such fiscal year notwithstanding Restricted Payments having been made and credited against such amount prior to the delivery of such financial statements.

Section 7.07 Change in Nature of Business. Engage in any material line of business substantially different from those lines of business conducted by the Parent and its Subsidiaries (including, without limitation, ownership of interests in trusts which own certain aircraft) or any businesses which are similar, incidental or reasonably related or complementary thereto. Section 7.08 Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Parent, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Parent or such Subsidiary (or, in the case of a transaction involving a Loan Party and a Subsidiary that is not a Loan Party, to such Loan Party) as would be obtainable by the Parent or such Subsidiary at the time in a comparable arms length transaction with a Person other than an Affiliate; provided that the foregoing restriction shall not apply to (a) transactions between or among the Loan Parties; (b) transactions between or among Subsidiaries of the Parent which are not Loan Parties; (c) transactions described on Schedule 7.08; (d) transactions permitted under Sections 7.01(q), 7.03 and 7.06; (e) the payment of customary directors fees and indemnification and reimbursement of expenses to directors, officers and employees; (f) the issuance of stock and stock options pursuant to the Parents stock option plans and stock purchase plans and (g) reasonable compensation paid to officers and employees in their capacity as such. Section 7.09 other Loan Document): Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any

(a) that limits the ability of any Subsidiary (x) to make Restricted Payments, loans or advances to any Parent or any Guarantor or (y) transfer property to any Parent or any Guarantor, except for any Contractual Obligations: (i) that arise in connection with any Disposition permitted pursuant to Section 7.05 and relating solely to the assets or Person subject to such Disposition, (ii) that are customary provisions restricting assignments, subletting, sublicensing, pledging or other transfers contained in leases, licenses, conveyances, sales contracts and other agreements (provided that such restrictions are limited to the agreement itself or the property or assets secured by such Liens or the property or assets subject to such leases, licenses, conveyances, sales contracts or agreements, as the case may be), (iii) that are in effect or committed (i) on the date hereof and set forth on Schedule 7.09 or (ii) at the time any Subsidiary becomes a Subsidiary of the Parent, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary of the Parent, (iv) that are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.03 and applicable solely to such joint venture, (v) that are contained in the agreements governing Indebtedness incurred by Foreign Subsidiaries in compliance with Section 7.02 and that are applicable only to such Foreign Subsidiary and its Subsidiaries, (vi) that are contained in any document, agreement or instrument governing or relating to any Lien permitted under Section 7.01 or Section 7.15, provided in each case that any such restriction relates only to the assets or property subject to such Lien, and (vii) that are set forth in any agreement evidencing any permitted amendments, restatements, supplements, modifications, extensions, renewals and replacements of the agreements described in clause (iii) so long as such amendment restatement, supplement, modification, extension, renewal or replacement does not expand in any material respect the scope of any restriction or condition contained therein; (b) that limits the ability of any Domestic Subsidiary to Guarantee the Obligations, or

(c) that limits the ability of the Parent or any Domestic Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders to secure the Obligations; provided, however, that this clause (c) shall not prohibit (i) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 7.02(o) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness and any proceeds thereof, (ii) any agreement entered into in connection with any Disposition permitted pursuant to Section 7.05 and relating solely to the assets or Person subject to such Disposition, (iii) restrictions by reason of customary provisions restricting assignments, subletting, sublicensing, pledging or other transfers contained in leases, licenses, conveyances, sales contracts and other agreements (provided that such restrictions are limited to the agreement itself or the property or assets secured by such Liens or the property or assets subject to such leases, licenses, conveyances, sales contracts or agreements, as the case may be), (iv) any restriction pursuant to any document, agreement or instrument set forth on Schedule 7.09,

(v) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Section 7.01 or Section 7.15, provided in each case that any such restriction relates only to the assets or property subject to such Lien, (vi) any agreement which was in effect or committed at the time any Subsidiary becomes a Domestic Subsidiary of the Parent, so long as such agreement was not entered into solely in contemplation of such Person becoming a Domestic Subsidiary of the Parent, (vii) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.03 and applicable solely to such joint venture, and (viii) that are set forth in any agreement evidencing any permitted amendments, restatements, supplements, modifications, extensions, renewals and replacements of the agreements described in clauses (iv) and (vi) so long as such amendment restatement, supplement, modification, extension, renewal or replacement does not expand in any material respect the scope of any restriction or condition contained therein. Section 7.10 Financial Covenants.

(a) Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio as of the last day of any fiscal quarter of the Parent to be greater than the ratio set forth below opposite such fiscal quarter: Fiscal Quarter Ending March 31, 2011 June 30, 2011 September 30, 2011 December 31, 2011 March 31, 2012 June 30, 2012 September 30, 2012 December 31, 2012 March 31, 2013 June 30, 2013 September 30, 2013 December 31, 2013 March 31, 2014 and each fiscal quarter thereafter Maximum Consolidated Leverage Ratio 3.75x 3.75x 3.75x 3.75x 3.75x 3.75x 3.75x 3.75x 3.75x 3.75x 3.75x 3.75x 3.50x

(b) Consolidated Fixed Charge Coverage Ratio. Permit the Consolidated Fixed Charge Coverage Ratio as of the last day of any fiscal quarter of the Parent to be less than the ratio set forth below opposite such fiscal quarter: Fiscal Quarter March 31, 2011 and each fiscal quarter thereafter Ending Minimum Consolidated Fixed Charge Coverage Ratio 1.15x

Section 7.11 Capital Expenditures. Permit the aggregate amount of Capital Expenditures made in any fiscal year of the Parent set forth below to exceed the amount set forth opposite such fiscal year: Fiscal Year 2011 2012 2013 2014 2015 Amount $200,000,000 $200,000,000 $175,000,000 $150,000,000 $150,000,000

; provided, however, that so long as no Event of Default has occurred and is continuing or would result from such expenditure, any portion of any amount set forth in the table above, if not expended in the fiscal year for which it is permitted above, may be carried over for expenditure in the next following fiscal year (any such carried over amount, an Unused Capex Amount); and provided, further, that any Unused Capex Amount (x) shall not be deemed used, if at all, until the amount set forth in the table above opposite such next following fiscal year has been used in full in such next following fiscal year and (y) shall not be carried over into any subsequent fiscal years. Section 7.12 Amendments of Organization Documents. Amend any of its Organization Documents in any manner that is materially adverse to the interests of the Lenders. Section 7.13 Prepayments, Etc. of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy in each case prior to the scheduled maturity thereof in any manner (it being understood that regularly scheduled repayments of principal and payments of interest shall be permitted), or make any payment in violation of any subordination terms of (i) any Indebtedness permitted under Section 7.02(c) or incurred pursuant to Section 7.02(s) or (ii) any other Indebtedness (other than Indebtedness owed to the Parent or any of its Subsidiaries) that is contractually subordinated to the Obligations (the foregoing, Restricted Prepayments), except (x) to the extent any such Restricted Prepayments are made with the proceeds of (A) Permitted Refinancing Indebtedness with respect to any such Indebtedness or (B) the proceeds of Indebtedness incurred pursuant to Section 7.02(t), (y) Restricted Prepayments of Indebtedness of Foreign Subsidiaries not otherwise permitted hereunder in an aggregate amount not to exceed $350,000,000 during the term of this Agreement; provided that such Restricted Prepayments of Indebtedness of Foreign Subsidiaries shall be made with funds generated by any Foreign Subsidiary and (z) as otherwise permitted pursuant to Section 7.06(b)(v) and Section 7.06(b)(vi). Section 7.14 Amendment of Indebtedness. Amend, modify or change any term or condition of the Indebtedness permitted under Section 7.02(c) in a manner that would be materially adverse to the interests of the Lenders (it being understood that an amendment, modification or change to Indebtedness that would result in such Indebtedness not satisfying the criteria set forth in clauses (a) through (e) of the definition of Permitted Refinancing Indebtedness shall be materially adverse to the interests of the Lenders), except for any Permitted Refinancing Indebtedness with respect thereto. Section 7.15 Headquarters Transaction. Notwithstanding anything to the contrary in Sections 7.01, 7.02, 7.05, 7.07 and 7.11 or in any other Loan Document, the Parent and its Subsidiaries may enter into one or a series of transactions and enter into Contractual Obligations to evidence such transactions pursuant to which they may (i) purchase, develop, construct and make improvements to, real property to be used for a new headquarters to be located in the United States (such real property, including improvements thereon and assets incidental thereto, the New Headquarters), (ii) incur or assume Indebtedness to finance such purchase, development, construction or improvements (collectively, including any extension, renewal or refinancing thereof, and whether through one or more financings, Headquarters Financing), (iii) incur Liens on all or part of such property securing obligations with respect to such Indebtedness, and (iv) make Dispositions of assets comprising their existing headquarters located in San Antonio, Texas for fair market value; provided, that (x) the aggregate principal amount of such Indebtedness permitted pursuant to this Section 7.15 shall not exceed $75,000,000 at any time outstanding, all of which may be secured by Liens incurred pursuant to this Section 7.15 (and no other Liens may be incurred pursuant to this Section 7.15), (y) the aggregate amount of purchases and expenditures constituting Capital Expenditures permitted pursuant to this Section 7.15 shall not exceed $80,000,000 and (z) the aggregate amount of Dispositions permitted pursuant to this Section 7.15 shall not exceed $75,000,000. The purchases, expenditures, Liens, Indebtedness and Dispositions described in the preceding sentence may be in addition to the purchases, expenditures, Liens, Indebtedness and Dispositions permitted pursuant to Sections 7.01, 7.02, 7.05 and 7.11. Notwithstanding anything to the contrary contained herein, (i) all such purchases, expenditures, Liens, Indebtedness and Dispositions shall be deemed to have been incurred or effected pursuant this Section 7.15, (ii) no other purchases, expenditures, Liens, Indebtedness or Dispositions shall be permitted to be incurred or effected pursuant to this Section 7.15 and (iii) neither the Parent nor any of its Subsidiaries, including any special purpose Subsidiary holding solely such new headquarters and assets incidental thereto the sole purpose of which is to acquire the New Headquarters or the property to be used in the construction thereof and to engage in activities directly related thereto, including without limitation the construction and improvement thereof and incurrence of Headquarters Financing (for so long as such requirements are satisfied, the Headquarters SPC) shall be required to grant a Lien on any such real property (including any leasehold interest) to be used for the New Headquarters or on the Equity Interests of any Headquarters SPC, and the Headquarters SPC, if any, shall not be required to become a Guarantor or Loan Party, in each case under this clause (iii) for so long as any such Headquarters Financing is outstanding. Section 7.16 Activities Of Certain Subsidiaries.

(a) Unless KCI International Holding Company or KCII Holdings, L.L.C. (as the case may be) is a Guarantor, permit KCI International Holding Company or KCII Holdings, L.L.C. to acquire (i) any Equity Interests of any Person other than KCI Medical Resources (Ireland) or (ii) any other material assets. (b) Permit KCI MS Unlimited to acquire (i) any Equity Interests of any Person other than KCI Medical Resources (Ireland) or (ii) any other material assets.

ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES Section 8.01 Events of Default. Any of the following shall constitute an Event of Default:

(a) Non-Payment. Any Co-Borrower or any other Loan Party fails to (i) pay when and as required to be paid herein, any amount of principal of any Loan or any Unreimbursed Amounts or any L/C Borrowings with respect to any L/C Obligation or deposit any funds as Cash Collateral in respect of L/C Obligations to the extent required hereunder, or (ii) pay within three Business Days after the same becomes due, any interest on any Loan or on any L/C Obligation, or any fee due hereunder, or (iii) pay within five Business Days after the same becomes due, any other amount payable hereunder or under any other Loan Document; or (b) Specific Covenants. Any Co-Borrower fails to perform or observe any term, covenant or agreement contained in any of Section 6.03(a), 6.03(b), 6.03(c), 6.05 (with respect to the maintenance of existence of the Co-Borrowers), 6.11, 6.15 or Article VII; or (c) Other Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in Section 8.01(a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for 30 days after the date on which the Administrative Agent gives the Parent written notice thereof (or, if earlier, the date on which a Responsible Officer of any Co-Borrower or such Loan Party otherwise obtains knowledge thereof); or (d) Representations and Warranties. Any representation, warranty, certification or written statement of fact made or deemed made by the Co-Borrowers or any other Loan Party herein, in any other Loan Document, or in any document required to be delivered in connection herewith or therewith shall prove to have been incorrect or misleading when made or deemed made (or, in the case of any representation and warranty that is not qualified by materiality, Material Adverse Effect or similar language (other than the representations and warranties in Sections 5.01(a), 5.01(b)(ii) (with respect to the Co-Borrowers only), 5.02, 5.04, 5.14 and 5.15) shall prove to have been incorrect or misleading in any material respect when made or deemed made); or (e) Cross-Default. Any Loan Party or any Subsidiary thereof (A) fails to make any payment when due and payable (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement, or Swap Termination Value, in the case of any Swap Contract, owing by such Loan Party or Subsidiary) of more than the Threshold Amount, in each case beyond the expiration of the grace or cure period, if any, provided therefor, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, in each case prior to its stated maturity; provided that this clause (e) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the document providing for such Indebtedness; (f) Insolvency Proceedings, Etc. Any Loan Party or any Subsidiary thereof (other than an Immaterial Subsidiary) institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for 60 calendar days without having been dismissed; or any proceeding under any Debtor Relief Law relating to any such Person or to all or a substantial part of its property is instituted without the consent of such Person and continues undismissed or unstayed for 60 calendar days, or an order for relief is entered in any such proceeding; or (g) Inability to Pay Debts; Attachment. (i) Any Loan Party or any Subsidiary thereof (other than an Immaterial Subsidiary) becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or a substantial part of the property of any such Person and is not released, vacated or fully bonded within 60 days after its issue or levy; or (h) Judgments. There is entered against any Loan Party or any Subsidiary thereof (i) one or more final judgments or orders for the payment of money in an aggregate amount (as to all such judgments and orders) exceeding the Threshold Amount but less than the Judgment Amount (to the extent not covered by independent third-party insurance as to which the insurer is rated at least A by A.M. Best Company, has been notified of the potential claim and has not disputed coverage) and enforcement proceedings are commenced by any creditor upon such judgment or order and such judgment shall remain undischarged for a period of 45 consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect, (ii) one or more final judgments or orders for the payment of money in an aggregate amount (as to all such judgments and orders) exceeding the Judgment Amount (to the extent not covered by independent third-party insurance as to which the insurer is rated at least A by A.M. Best Company, has been notified of the potential claim and has not disputed coverage); or (iii) any one or more non-monetary final judgments that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and enforcement proceedings are commenced by any creditor upon such judgment or order, or there is a period of 45 consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or (i) ERISA. (i) An ERISA Event occurs with respect to a Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of the Parent under Title IV of ERISA to the Plan, Multiemployer Plan or the PBGC either alone or in the aggregate in an amount in excess of $25,000,000 in any year or the Threshold Amount for all periods; (ii) the Parent or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan either alone or in the aggregate in an amount in excess of $25,000,000 in any year or the Threshold Amount for all periods; or (iii) (w) a decrease of 20% or more in the number of active participants in an International Plan from the number of active participants in such plan on the last day of the immediately preceding year (x) the failure of an International Plan to comply with funding requirements under applicable law, (y) the failure of an International Plan to pay benefits when due; or (z) non-compliance with local law applicable to an International Plan, which in each case of this clause (iii), either alone or in the aggregate, could reasonably be expected to result in liability of the Parent or its Affiliates in an aggregate amount exceeding $25,000,000 in any year or the Threshold Amount for all periods; or (j) Invalidity of Loan Documents. Any material provision of any Loan Document, at any time after its execution and delivery for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations (other than contingent indemnification obligations), ceases to be in full force and effect; or any Loan Party or any other Person contests in any manner the validity or enforceability of any provision (or, in the case of any such contest by a Person that is not a Loan Party, of any material provision) of any Loan

Document; or any Loan Party denies that it has any or further liability or obligation under any provision of any Loan Document, or purports to revoke, terminate or rescind any provision of any Loan Document; or (k) Change of Control. There occurs any Change of Control; or

(l) Collateral Documents. Any Collateral Document after delivery thereof pursuant to Section 4.01 or 6.12 shall for any reason (other than pursuant to the terms thereof cease to create a valid and perfected (to the extent perfection is required pursuant to the relevant Collateral Document) first priority Lien (subject to Liens permitted by Section 7.01) on any material portion of the Collateral purported to be covered thereby; or (m) Subordination. (i) The subordination provisions contained in the Convertible Senior Notes Indenture (the Subordination Provisions) shall, in whole or in part, terminate, cease to be effective or cease to be legally valid, binding and enforceable against any holder of the applicable subordinated Indebtedness; or (ii) the Co-Borrowers or any other Loan Party shall, directly or indirectly, disavow or contest in any manner (A) the effectiveness, validity or enforceability of any of the Subordination Provisions, (B) that the Subordination Provisions exist for the benefit of the Administrative Agent, the Lenders and the L/C Issuer or (C) that all payments of principal of or premium and interest on the applicable subordinated Indebtedness, or realized from the liquidation of any property of any Loan Party, shall be subject to any of the Subordination Provisions. Section 8.02 Remedies upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions: (a) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Co-Borrowers; (c) thereof); and require that the Co-Borrowers Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount

(d) exercise on behalf of itself, the Lenders and the L/C Issuer all rights and remedies available to it, the Lenders and the L/C Issuer under the Loan Documents; provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to any Co-Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Co-Borrowers to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. Section 8.03 Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Secured Obligations shall be applied by the Administrative Agent in the following order (to the fullest extent permitted by applicable Law): First, to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest and including fees, charges and disbursements of counsel to the Administrative Agent payable under Section 10.04 and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Secured Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders payable under Section 10.04 and the L/C Issuer arising under the Loan Documents and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Secured Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, L/C Borrowings and other Obligations arising under the Loan Documents, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Secured Obligations constituting unpaid principal of the Loans, L/C Borrowings and obligations then owing under Secured Hedge Agreements and Secured Cash Management Agreements, ratably among the Lenders, the L/C Issuer, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; and Last, the balance, if any, after all of the Secured Obligations (other than contingent indemnification obligations for unasserted claims) have been paid in full, to the Co-Borrowers or as otherwise required by Law. Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Secured Obligations, if any, in the order set forth above. Notwithstanding the foregoing, Secured Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to the Credit Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article IX hereof for itself and its Affiliates as if a Lender party hereto.

ARTICLE IX ADMINISTRATIVE AGENT Section 9.01 Appointment and Authority.

(a) Each of the Lenders and the L/C Issuer hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuer, and no Loan Party shall have rights as a third party beneficiary of any of such provisions. (b) The Administrative Agent shall also (i) acquire, on behalf of itself and the other Secured Parties, the security interests created under the Collateral Documents and (ii) act as the collateral agent under the Loan Documents, and each of the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuer hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as recipient on behalf of itself and the other Secured Parties of the security interests created under the Collateral Documents and as collateral agent and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article IX and Article X (including Section 10.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the collateral agent under the Loan Documents) as if set forth in full herein with respect thereto; provided, that that to the extent the L/C Issuer is entitled to indemnification under this Section 9.01 solely in connection with its role as the L/C Issuer, only the Multicurrency Revolving Credit Lenders shall be required to indemnify the L/C Issuer in accordance with this Section 9.01. (c) Without prejudice to paragraphs (a) and (b) above, each of the Secured Parties (other than the Administrative Agent) hereby appoints (and each of the Loan Parties hereby acknowledges the appointment of) the Administrative Agent to act as trustee under and in relation to the KCIMR Pledge and to hold the benefit of the KCIMR Pledge as trustee for the other Secured Parties on the terms contained in this Agreement and the KCIMR Pledge and each of the Secured Parties hereby irrevocably authorizes the Administrative Agent in its capacity as security trustee to exercise such rights, powers and discretions as are specifically delegated to the Administrative Agent by the terms of this Agreement (including, without limitation, the rights, powers and discretions conferred on the Agent in this Article IX) and the other Loan Documents together with all such rights, powers and discretions as are reasonably incidental thereto. The rights, powers and discretions conferred on the Administrative Agent by this Agreement shall be supplemental to the Trustee Acts of Ireland and in addition to any which may be vested in the Administrative Agent by this Agreement, the KCIMR Pledge, the other Loan Documents, general law or otherwise. Section 9.02 Rights as a Lender. The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term Lender or Lenders shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Parent or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders. Section 9.03 Exculpatory Provisions.

(a) The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent: (i) continuing; (ii) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law; and (iii) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Parent or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity. (b) The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 10.01 and 8.02) or (ii) in the absence of its own gross negligence, willful misconduct or bad faith. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent by the Co-Borrowers, a Lender or the L/C Issuer. (c) The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, (v) the value or the sufficiency of any Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. Section 9.04 Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) reasonably believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and reasonably believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is

issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the L/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or the L/C Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or the L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Co-Borrowers), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Section 9.05 Delegation of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. Section 9.06 Resignation of Administrative Agent. The Administrative Agent may at any time give notice of its resignation to the Lenders, the L/C Issuer and the Co-Borrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Co-Borrowers (and, so long as no Event of Default then exists, the Co-Borrowers shall have the right to consent to any such successor, with such consent not to be unreasonably withheld or delayed), to appoint a successor, which shall be a bank or other financial institution with an office in the United States, or an Affiliate of any such bank or other financial institution with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the L/C Issuer, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that if the Administrative Agent shall notify the Co-Borrowers and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successors appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Co-Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Co-Borrowers and such successor. After the retiring Administrative Agents resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as L/C Issuer and Swing Line Lender. Upon the acceptance of a successors appointment as Administrative Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender, (ii) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (iii) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. Section 9.07 Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and the L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder. Section 9.08 No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the Joint Bookrunners or the other Persons identified on the cover page of this Agreement as lead arrangers, syndication agent or co-documentation agents shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender or the L/C Issuer hereunder. Section 9.09 Administrative Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on any Co-Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise: (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the L/C Issuer and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the L/C Issuer and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the L/C Issuer and the Administrative Agent under Sections 2.03(h) and (i), 2.09 and 10.04) allowed in such judicial proceeding; and (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and the L/C Issuer to make such payments to the Administrative Agent and, if the Administrative Agent shall consent to the making of such payments directly to the Lenders and the L/C Issuer, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.09 and 10.04. Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or the L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or the L/C Issuer or to authorize the Administrative Agent to vote in respect of the claim of any Lender or the L/C Issuer or in any such proceeding. Section 9.10 Collateral and Guaranty Matters. Each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) and the L/C Issuer irrevocably agree: (a) that any Lien on any property granted to or held by the Administrative Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (ii) in connection with any sale of such property permitted

hereunder or under any other Loan Document to a Person other than a Loan Party, or (iii) if such release is approved, authorized or ratified in writing in accordance with Section 10.01; (b) that any Guarantor shall be automatically released from its obligations under the Guarantee and Security Agreement and all other Loan Documents to which it is a party if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder (provided, that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Convertible Senior Notes or any Permitted Refinancing Indebtedness with respect thereto) or if such release is approved hereunder or ratified in writing in accordance with Section 10.01 and any Lien on any Collateral of such released Guarantor granted pursuant to any Collateral Document to which such Guarantor is a party shall be automatically released; and (c) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(o). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agents authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Co-Borrowers expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guarantee and Security Agreement and all other Loan Documents to which it is a party, in each case in accordance with the terms of the Loan Documents and this Section 9.10. Section 9.11 Secured Cash Management Agreements and Secured Hedge Agreements. Except as otherwise expressly set forth in any Collateral Document, no Cash Management Bank or Hedge Bank that obtains the benefits of Section 8.03, the Guaranty or any Collateral by virtue of the provisions hereof or of any Collateral Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article IX to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Secured Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements unless the Administrative Agent has received written notice of such Secured Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be.

ARTICLE X MISCELLANEOUS Section 10.01 Amendments, Etc.

(a) General Amendments. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Parent or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Co-Borrowers or the applicable Loan Party, as the case may be, and provided to the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, that no such amendment, waiver or consent shall: (i) waive any condition set forth in Section 4.02 as to any Credit Extension under the Revolving Credit Facility without the written consent of the Required Facility Lenders with respect to the Revolving Credit Facility; (ii) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender; (iii) postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under such other Loan Document without the written consent of each Lender entitled to such payment; (iv) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (D) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document, or change the manner of computation of any financial ratio (including any change in any applicable defined term) as such financial ratio is used in determining the Applicable Rate that would result in a reduction of any interest rate on any Loan or any fee payable hereunder without the written consent of each Lender entitled to such amount; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of Default Rate or to waive any obligation of the Co-Borrowers to pay interest or Letter of Credit Fees at the Default Rate; (v) change (A) Section 2.13 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender affected thereby or (B) the order of application of any reduction in the Commitments or any prepayment of Loans among the Facilities from the application thereof set forth in the applicable provisions of Section 2.05(b) or 2.06(c), in any manner that materially and adversely affects the Lenders under a Facility without the written consent of the Required Facility Lenders with respect to such Facility; (vi) change (A) any provision of this Section 10.01 or the definition of Required Lenders without the written consent of each Lender or (B) the definition of Required Facility Lenders without the written consent of each Lender under each Facility that would be affected by such change; (vii) release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender; (viii) release all or substantially all of the value of the Guaranty, without the written consent of each Lender, except to the extent the release of any Subsidiary from the Guaranty is permitted pursuant to Section 9.10 (in which case such release may be made by the Administrative Agent acting alone); (ix) impose any greater restriction on the ability of any Lender under a Facility to assign any of its rights or obligations hereunder without the written consent of the Required Facility Lenders with respect to such Facility; (x) amend Section 1.08 or the definition of Alternative Currency without the written consent of each Revolving Credit Lender; and provided, further, that (A) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (B) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (C) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (D) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding the foregoing, if any Lender does not consent to a proposed amendment, waiver, consent or release with respect to any Loan Document that requires the consent of each Lender or each Lender affected thereby or each Lender with respect to a certain Facility and that has been approved by the Required Lenders or the Required Facility Lenders with respect to the applicable Facility, as applicable, the Co-Borrowers may replace such non-consenting Lender in accordance with Section 10.13; provided that such amendment, waiver, consent or release can be effected as a result of the assignment contemplated by such Section (together with all other such assignments required by the Co-Borrowers to be made pursuant to this paragraph). Notwithstanding the foregoing, this Agreement may be amended to adjust the borrowing mechanics related to Swing Line Loans with only the written consent of the Administrative Agent, the Swing Line Lender and the Co-Borrowers so long as the obligations of the Revolving Credit Lenders are not affected thereby. Notwithstanding the above: (A) prior to the termination of the Revolving Credit Commitments, unless also signed by Revolving Credit Lenders holding in the aggregate at least a majority of the Aggregate Revolving Credit Commitments, no such amendment, waiver or consent shall, (i) waive any Default for purposes of Section 4.02(b) or (ii) amend, change, waive, discharge or terminate Sections 2.03(a)(ii)(B), 4.02 or 8.01 in a manner adverse to such Lenders or this clause (A); (B) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein; (C) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders; and

(D) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that (x) the Commitment of such Lender may not be increased or extended without the consent of such Lender, (y) the principal owing to such Lender may not be decreased without the consent of such Lender and (z) the interest rate being paid to such Lender may not be decreased without the consent of such Lender. (b) Incremental Facilities.

(i) Notwithstanding anything in Section 10.01(a) to the contrary, this Agreement may be amended (or amended and restated) at any time and from time to time prior to the Maturity Date to give effect to (a) an increase to the Revolving Credit Commitments on the same terms and conditions as the existing Revolving Credit Commitments and/or (b) additional commitments to make term loans to be structured as a separate term loan tranche with terms different from the Term A Facility (each such increase to the Revolving Credit Commitments and/or establishment of a new tranche of term loans being referred to herein as an Incremental Facility, and all such increases being referred to collectively herein as the Incremental Facilities) to be made to the Co-Borrowers by an agreement in writing entered into by the Co-Borrowers, the Administrative Agent and each Person (including any then existing Lender) that shall agree to provide any portion of such Incremental Facility (but without the consent of any other Lender), and each such Person that shall not already be a Lender shall, at the time such agreement becomes effective, become a Lender with the same effect as if it had already been a Lender under this Agreement with the Revolving Credit Commitment and/or term loans set forth in such Agreement; provided, however, that: (i) the aggregate principal amount of all such Incremental Facilities effected after the Closing Date pursuant to this Section 10.01(b) shall not exceed $500,000,000, (ii) no Default shall have occurred and be continuing at the time of such request and on the date of any such increase, (iii) with respect to any such Incremental Facility structured as separate term loan tranche (A) the final maturity date of such Incremental Facility shall be no earlier than the Maturity Date of the Term A Facility and (B) the weighted average life to maturity of such Incremental Facility shall not be shorter than the remaining weighted average life to maturity of the Term A Facility, (iv) each such increase effected pursuant to this Section 10.01(b) shall be in a minimum amount of $50,000,000 (and integral multiples of $10,000,000 in excess thereof), (v) all fees and expenses owing in respect of such increase required to be paid to the Administrative Agent or the Lenders shall have been paid, (vi) such term loan shall have no covenants or provisions (other than economic terms) more onerous to the Co-Borrowers than the covenants and provisions of the Term A Facility; it being understood that a new term loan tranche may share in prepayments under Section 2.05 on ratable basis with Term Loan A. Subject to the limitations set forth above, the interest rate margin, weighted average life to maturity and final maturity applicable to any such Incremental Facility structured as a separate term loan tranche shall be determined by the Co-Borrowers and the Lenders providing such Incremental Facility at the time such Incremental Facility is made available to the Co-Borrowers. The Loans and Commitments established pursuant to this Section 10.01(b) shall constitute Loans and Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Collateral Documents. The Co-Borrowers may offer, in consultation with the Administrative Agent, the increase to (i) existing Lenders (but no Lender will have an obligation to increase its Commitment hereunder) and (ii) any third party financial institutions (which must be reasonably acceptable to the Administrative Agent in the case of any such lender providing additional Revolving Credit Commitments hereunder). (ii) Any such amendment (or amendment and restatement) effected pursuant to this Section 10.01(b) shall amend the provisions of this Agreement and the other Loan Documents to set forth the terms of each Incremental Facility established thereby (subject to any applicable restrictions set forth in clause (i) immediately above) and to effect such other changes as the Co-Borrowers and the Administrative Agent shall deem necessary or advisable in connection with the establishment of any such Incremental Facility; provided, however, that no such agreement shall effect any change described in Section 10.01(a) without the consent of each Person required to consent to such change under such clause (it being agreed, however, that (A) modifications to the definition of Required Lenders or other provisions relating to voting provisions to provide the Persons providing the applicable Incremental Facility with the benefit of such provisions will not, by themselves, be deemed to effect any of the changes described in Section 10.01(a)(vi) and (B) the payment of closing fees in connection with the Incremental Facilities and the creation of ratable sharing of prepayments among the Incremental Facilities structured as a separate term loan tranche (or tranches) and the Term A Facility shall not be deemed to effect any of the changes described in Section 10.01(a)(v)). Section 10.02 Notices; Effectiveness; Electronic Communications.

(a) Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows: (i) if to the Parent, any Co-Borrower, the Administrative Agent, the L/C Issuer or the Swing Line Lender, to the address, telecopier number, electronic mail address or telephone number specified for such Person on Schedule 10.02; and (ii) if to any other Lender, to the address, telecopier number, electronic mail address or telephone number specified in its Administrative Questionnaire. Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices and other communications delivered through electronic communications to the extent provided in subsection (b) below shall be effective as provided in such subsection (b). (b) Electronic Communications. Notices and other communications to the Lenders and the L/C Issuer hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures reasonably approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or the L/C Issuer pursuant to Article II if such Lender or the L/C Issuer, as applicable, has notified the Administrative Agent and the Co-Borrowers that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Co-Borrowers may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications. Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the senders receipt of an acknowledgement from the intended recipient (such as by the return receipt requested function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor. (c) The Platform. THE PLATFORM IS PROVIDED AS IS AND AS AVAILABLE. THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE

ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the Agent Parties) have any liability to any Loan Party, any Lender, the L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of any Co-Borrowers or the Administrative Agents transmission of Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence, willful misconduct or bad faith of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to any Loan Party, any Lender, the L/C Issuer or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages). (d) Change of Address, Etc. Each of the Co-Borrowers, the Administrative Agent, the L/C Issuer and the Swing Line Lender may change its address, e-mail address, telecopier or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the Co-Borrowers, the Administrative Agent, the L/C Issuer and the Swing Line Lender. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, telecopier number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the Private Side Information or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lenders compliance procedures and applicable Law, including United States Federal and state securities Laws, to make reference to Borrower Materials that are not made available through the Public Side Information portion of the Platform and that may contain material non-public information with respect to the Parent or its securities for purposes of United States Federal or state securities laws. (e) Reliance by Administrative Agent, L/C Issuer and Lenders. The Administrative Agent, the L/C Issuer and the Lenders shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices and Swing Line Loan Notices) purportedly given by or on behalf of the Co-Borrowers even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Co-Borrowers shall indemnify the Administrative Agent, the L/C Issuer, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the CoBorrower other than those arising as a result of such Persons gross negligence, willful misconduct or bad faith. Section 10.03 No Waiver; Cumulative Remedies; Enforcement. No failure by any Lender, the L/C Issuer or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 8.02 for the benefit of all the Lenders and the L/C Issuer; provided, however, that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the L/C Issuer or the Swing Line Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as L/C Issuer or Swing Line Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 10.08 (subject to the terms of Section 2.13), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.02 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.13, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders. Section 10.04 Expenses; Indemnity; Damage Waiver.

(a) Costs and Expenses. The Co-Borrowers shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Joint Bookrunners and their respective Affiliates (including the reasonable and documented legal fees, charges and disbursements of counsel), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and with respect to the Administrative Agent and its Affiliates the administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (including the reasonable and documented legal fees, charges and disbursements of any counsel for the Administrative Agent, the Lenders or the L/C Issuer), in connection with the enforcement of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with Loans made or Letters of Credit issued hereunder. (b) Indemnification by the Co-Borrowers. The Co-Borrowers shall indemnify the Administrative Agent (and any sub-agent thereof), the Joint Bookrunners, the Lead Arrangers, each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an Indemnitee) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and reasonable expenses (including the fees, charges and disbursements of any counsel for the Indemnitees), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Parent or any other Loan Party arising out of, in connection with, or as a result of (i) the syndication of the credit facilities provided for herein, the preparation, negotiation, execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Parent or any of its Subsidiaries, or any Environmental Liability related in any way to the Parent or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Parent or any other Loan Party or any of the Parents or such Loan Partys directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court

of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee or (y) result from a claim brought by the Parent or any other Loan Party against an Indemnitee for any material breach of such Indemnitees obligations hereunder or under any other Loan Document, if the Parent or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Notwithstanding anything to the contrary in the foregoing, this Section 10.04(b) shall not apply to Taxes to the extent covered by Section 3.01(a) or 3.01(c). (c) Reimbursement by Lenders. To the extent that the Co-Borrowers for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Lead Arrangers, the L/C Issuer or any Related Party of any of the foregoing and without limiting the obligation of the Co-Borrowers to do so, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Lead Arrangers the L/C Issuer or such Related Party, as the case may be, such Lenders pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Lead Arrangers or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Lead Arrangers or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d). For purposes of this Section 10.04(c), a Lenders pro rata share shall be determined based on its share of the sum of the Total Outstandings and unused Commitments at the time. (d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, the Co-Borrowers shall not assert, and hereby waive, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction. (e) Payments. All amounts due under this Section shall be payable not later than ten Business Days after demand therefor.

(f) Survival. The agreements in this Section shall survive the resignation of the Administrative Agent, the L/C Issuer and the Swing Line Lender, the replacement of any Lender, the termination of the Aggregate Commitments, the repayment, satisfaction or discharge of all the other Obligations and the termination of this Agreement. Section 10.05 Payments Set Aside. To the extent that any payment by or on behalf of the Co-Borrowers is made to the Administrative Agent, the L/C Issuer or any Lender, or the Administrative Agent, the L/C Issuer or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent, the L/C Issuer or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender and the L/C Issuer severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders and the L/C Issuer under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement. Section 10.06 Successors and Assigns.

(a) Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Co-Borrowers may not assign or otherwise transfer any of their rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of Section 10.06(b), (ii) by way of participation in accordance with the provisions of Section 10.06(d) or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.06(f) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Indemnitees any legal or equitable right, remedy or claim under or by reason of this Agreement. (b) Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment(s) and the Loans (including for purposes of this Section 10.06(b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that any such assignment shall be subject to the following conditions: (i) Minimum Amounts.

(A) in the case of an assignment of the entire remaining amount of the assigning Lenders Commitment under any Facility and the Loans at the time owing to it under such Facility or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and (B) in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if Trade Date is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000, in the case of any assignment in respect of the Revolving Credit Facility, or $1,000,000, in the case of any assignment in respect of the Term A Facility, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the CoBorrowers otherwise consent (each such consent not to be unreasonably withheld or delayed); provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met; (ii) Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lenders rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not (A) apply to the Swing Line Lenders rights and obligations in respect of Swing Line Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro rata basis;

(iii) Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Co-Borrowers (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Co-Borrowers shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any Term A Commitment or Revolving Credit Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any Term A Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; (C) the consent of the L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding); and (D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility. (iv) Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500, payable by the assigning Lender (except as provided in Section 10.13); provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. (v) No Assignment to Certain Persons. No such assignment shall be made (A) to a Loan Party or any Affiliates or Subsidiaries of a Loan Party or (B) to any Defaulting Lender or any of its Affiliates or Subsidiaries or to any Person who, upon becoming a Lender hereunder, would constitute one of the foregoing Persons described in this clause (B). (vi) (vii) No Assignment to Natural Persons. No such assignment shall be made to a natural person.

Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Co-Borrowers and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swing Line Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lenders rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Co-Borrowers (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.06(d).

(c) Register. The Administrative Agent, acting solely for this purpose as an agent of the Co-Borrowers, shall maintain at the Administrative Agents Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the Register). The entries in the Register shall be conclusive, absent manifest error, and the Co-Borrowers, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. In addition, the Administrative Agent shall maintain on the Register information regarding the designation, and revocation of designation, of any Lender as a Defaulting Lender. The Register shall be available for inspection by the Co-Borrowers and any Lender, at any reasonable time and from time to time upon reasonable prior notice. The Administrative Agent shall promptly record in the Register each Assignment and Assumption delivered to it in accordance with Section 10.06(b). (d) Participations. Any Lender may at any time, without the consent of, or notice to, the Co-Borrowers or the Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender or the Parent or any of the Co-Borrowers Affiliates or Subsidiaries) (each, a Participant) in all or a portion of such Lenders rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lenders participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lenders obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Co-Borrowers, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with such Lender in connection with such Lenders rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 (other than clauses (i) and (v) thereof) that affects such Participant. Subject to subsection (e) of this Section, the Co-Borrowers agree that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.06(b). To the extent permitted by law, each Participant also shall

be entitled to the benefits of Section 10.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were a Lender. (e) Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01, 3.04 or 3.05 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Co-Borrowers prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 unless the Co-Borrowers are notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Co-Borrowers, to comply with Section 3.01 (e) as though it were a Lender. (f) Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. (g) Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Bank of America assigns all of its Revolving Credit Commitments and Revolving Credit Loans pursuant to Section 10.06(b), Bank of America may, (i) upon 30 days notice to the Co-Borrowers and the Lenders, resign as L/C Issuer and/or (ii) upon 30 days notice to the Co-Borrowers, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Co-Borrowers shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the CoBorrowers to appoint any such successor shall affect the resignation of Bank of America as L/C Issuer or Swing Line Lender, as the case may be. If Bank of America resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment (and the acceptance of such appointment by the applicable Lender) of a successor L/C Issuer and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit. Section 10.07 Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates respective partners, directors, officers, employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement, (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative Swap Contract relating to the Co-Borrowers and their obligations, (iii) any rating agency or (iv) to any credit insurance provider relating to the Co-Borrowers and their obligations, (g) with the consent of the CoBorrowers or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Co-Borrowers other than as a result of a breach of this Section 10.07. For purposes of this Section, Information means all information received from any Loan Party or any Subsidiary thereof or any of their respective partners, directors, officers, employees, agents, trustees, advisors or representatives relating to any Loan Party or any Subsidiary thereof or their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the L/C Issuer on a nonconfidential basis prior to disclosure by any Loan Party or any Subsidiary thereof or any of their respective partners, directors, officers, employees, agents, trustees, advisors or representatives other than as a result of a breach of this Section 10.07; provided that, in the case of information received from a Loan Party or any such Subsidiary or any of their respective partners, directors, officers, employees, agents, trustees, advisors or representatives after the date hereof, such information (i) is clearly identified at the time of delivery as confidential or (ii) is delivered pursuant to Section 6.01, 6.02 or 6.03 hereof. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent, the Lenders and the L/C Issuer acknowledges that (a) the Information may include material non-public information concerning the Parent or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. Section 10.08 Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Co-Borrowers against any and all of the obligations of the Co-Borrowers now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuer, irrespective of whether or not such Lender or the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Co-Borrowers may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Co-Borrowers and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application. Notwithstanding the provisions of this Section 10.08, if at any time any Lender, the L/C Issuer or any of their respective Affiliates maintains one or more deposit accounts for the Parent or any other Loan Party into which Medicare and/or Medicaid receivables are deposited, such Person shall waive the right of setoff set forth herein. Section 10.09 Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the Maximum Rate). If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Co-Borrowers. In determining whether the interest contracted

for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder. Section 10.10 Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Agreement. Section 10.11 Survival of Representations and Warranties. All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding. Section 10.12 Severability. If any provision of this Agreement or the other Loan Documents is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 10.12, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent or the L/C Issuer, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited. Section 10.13 Replacement of Lenders. If any Lender requests compensation under Section 3.05, or if any Co-Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, if any Lender is a Defaulting Lender, if any Lender fails to make Loans for the reasons provided in Article III, or if any other circumstance exists hereunder that gives the CoBorrowers the right to replace a Lender as a party hereto, then the Co-Borrowers may, at their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (a) the Co-Borrowers shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b); provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such assignment fee; (b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Co-Borrowers (in the case of all other amounts); (c) in the case of any such assignment resulting from a claim for compensation under Section 3.05 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; and (d) such assignment does not conflict with applicable Laws.

Any Lender being replaced pursuant to this Section 10.13 shall execute and deliver an Assignment and Assumption with respect to such Lenders applicable Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans in respect thereof. In connection with any such replacement, if any such Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within five (5) Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Lender, then such Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of such Lender. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Co-Borrowers to require such assignment and delegation cease to apply. Section 10.14 Governing Law; Jurisdiction; Etc.

(a) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. (b) SUBMISSION TO JURISDICTION. EACH OF THE PARTIES HERETO 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 AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO 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 OF THE PARTIES HERETO 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 AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LOAN PARTY, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY OTHER PARTY HERETO OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. (c) WAIVER OF VENUE. EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES

HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT. (d) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN ANY PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. Section 10.15 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. Section 10.16 No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Co-Borrowers acknowledge and agrees, and acknowledges its Affiliates understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Joint Bookrunners, the Lead Arrangers and the Lenders are arms-length commercial transactions between the Parent and its Affiliates, on the one hand, and the Administrative Agent, the Joint Bookrunners, the Lead Arrangers and the Lenders, on the other hand, (B) the CoBorrowers have consulted their own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Co-Borrowers are capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the Joint Bookrunners, the Lead Arrangers and the Lenders is and has been acting solely as a principal and except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Parent or any of its Affiliates, or any other Person and (B) neither the Administrative Agent nor any of the Joint Bookrunners, Lead Arrangers or Lenders has any obligation to the Parent or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Joint Bookrunners, the Lead Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Parent and its Affiliates, and neither the Administrative Agent nor any of the Joint Bookrunners, Lead Arrangers or Lenders has any obligation to disclose any of such interests to the Parent or its Affiliates. To the fullest extent permitted by law, the Co-Borrowers hereby waive and release any claims that they may have against the Administrative Agent, the Joint Bookrunners, the Lead Arrangers or Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby. Section 10.17 Electronic Execution of Assignments and Certain Other Documents. The words execution, signed, signature, and words of like import in any Assignment and Assumption or in any amendment or other modification hereof (including waivers and consents) shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Section 10.18 USA PATRIOT Act. Each Lender that is subject to the Act (as hereinafter defined) and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Co-Borrowers that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the Act), it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of each Loan Party and other information that will allow such Lender or the Administrative Agent, as applicable, to identify each Loan Party in accordance with the Act. The Co-Borrowers shall, promptly following a request by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable know your customer an anti-money laundering rules and regulations, including the Act. Section 10.19 Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Co-Borrowers in respect of any such sum due from it to the Administrative Agent or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the Judgment Currency) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the Agreement Currency), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent or such Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent or any Lender from any Co-Borrower in the Agreement Currency, such Co-Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or such Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent or any Lender in such currency, the Administrative Agent or such Lender, as the case may be, agrees to return the amount of any excess to such Co-Borrower (or to any other Person who may be entitled thereto under applicable law). Section 10.20 ENTIRE AGREEMENT. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written. KINETIC CONCEPTS, INC. By: Name: Title: ___________________________________ Kent Tuholsky Vice President and Treasurer

EXHIBIT A FORM OF COMMITTED LOAN NOTICE Date: _________, ____ To: Bank of America, N.A., as Administrative Agent Bank of America, N.A. Bank of America Plaza 901 Main Street Mail Code: TX1-492-14-11 Dallas, Texas 75202-3714 Attention: Jacqueline Jones, Credit Services Representative Ladies and Gentlemen: Reference is made to 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), by and among 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), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. The undersigned hereby give you notice, pursuant to Section 2.02(a) of the Credit Agreement, that they request (select one): ___ A Borrowing of [Multicurrency Revolving Credit] [US Dollar Revolving Credit] [Term A] Loans ___ A conversion or continuation of [Multicurrency Revolving Credit] [US Dollar Revolving Credit] [Term A] Loans 1. 2. 3. 4. 5. On ________________________________ (a Business Day). In the amount of ______________________________1 In the following currency: [Dollars]2 [ Comprised of [ ]4 For Eurocurrency Rate Loans: with an Interest Period of months. ]3

[The Revolving Credit Borrowing requested herein complies with the proviso to the first sentence of Section 2.01(b) of the Agreement.]5 KINETIC CONCEPTS, INC. ________________________ ___________ Nam ________________________ e: ___________ Title ________________________ : ___________ LIFECELL CORPORATION ________________________ ___________ Nam ________________________ e: ___________ Title ________________________ : ___________ KCI USA, INC. ________________________ ___________ Nam ________________________ e: ___________ Title ________________________ : ___________ By: By: By:

1 Eurocurrency Rate Loans shall be a minimum of $3,000,000 (and any amount in excess thereof shall be an integral multiple of $1,000,000). Base Rate Loans shall be a minimum of $500,000 (and any amount in excess thereof shall be an integral multiple of $100,000). 2 3 4

In the case of a Term A Loan. For Multicurrency Revolving Credit Loans, specify Alternative Currency, if applicable. Specify Base Rate Loans or Eurocurrency Rate Loans.

Include this sentence in the case of a Revolving Credit Borrowing.

EXHIBIT B FORM OF SWING LINE LOAN NOTICE Date: _________, ____ To: Bank of America, N.A., as Administrative Agent and Swing Line Lender Bank of America, N.A. Bank of America Plaza 901 Main Street Mail Code: TX1-492-14-11 Dallas, Texas 75202-3714 Attention: Jacqueline Jones, Credit Services Representative Ladies and Gentlemen: Reference is made to 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), by and among 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), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. The undersigned hereby give you notice, pursuant to Section 2.04(b) of the Credit Agreement, that they request a Swing Line Loan: 1. 2. Agreement. KINETIC CONCEPTS, INC. ________________________ ___________ Nam ________________________ e: ___________ Title ________________________ : ___________ LIFECELL CORPORATION ________________________ ___________ Nam ________________________ e: ___________ Title ________________________ : ___________ KCI USA, INC. ________________________ ___________ Nam ________________________ e: ___________ Title ________________________ : ___________ By: By: By: On ________________________________ (a Business Day). In the amount of $___________.6

The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.04(a) of the

Shall be a minimum of $100,000 (and any amount in excess thereof shall be an integral multiple of $100,000).

EXHIBIT C-1 FORM OF TERM A 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 Term A 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 L/C Issuer. The Co-Borrowers jointly and severally promise to pay interest on the unpaid principal amount of each Term A Loan made by the Lender from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agents Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Term A Note is one of the Term A Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Term A Note is also entitled to the benefits of the Guaranty and is secured by the Collateral. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Term A Note shall become, or may be declared to be, immediately due and payable all as 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. ________________________ ___________ Nam ________________________ e: ___________ Title ________________________ : ___________ LIFECELL CORPORATION ________________________ ___________ Nam ________________________ e: ___________ Title ________________________ : ___________ KCI USA, INC. ________________________ ___________ Nam ________________________ e: ___________ Title ________________________ : ___________ By: By: By:

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 L/C Issuer. The Co-Borrowers promise to pay interest on the unpaid principal amount of each Multicurrency Revolving Credit Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. Except as otherwise provided in Section 2.04(f) of the Agreement with respect to Swing Line Loans, all payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars or such other Alternative Currency in which such Loans are denominated in immediately available funds at the Administrative Agents Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Multicurrency Revolving Credit Note is one of the Multicurrency Revolving Credit Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Multicurrency Revolving Credit Note is also entitled to the benefits of the Guaranty and is secured by the Collateral. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Multicurrency Revolving Credit Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Multicurrency Revolving Credit Loans 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 Multicurrency Revolving Credit Note and endorse thereon the date, amount and maturity of its Multicurrency Revolving Credit 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 Multicurrency Revolving Credit 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. ________________________ ___________ Nam ________________________ e: ___________ Title ________________________ : ___________ LIFECELL CORPORATION ________________________ ___________ Nam ________________________ e: ___________ Title ________________________ : ___________ KCI USA, INC. ________________________ ___________ Nam ________________________ e: ___________ Title ________________________ : ___________ By: By: By:

LOANS AND PAYMENTS WITH RESPECT THERETO Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date

Date

Type of Loan Made

Amount of Loan Made

End of Interest Period

Notation Made By

EXHIBIT C-3 FORM OF US DOLLAR 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 US Dollar 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 L/C Issuer. The Co-Borrowers promise to pay interest on the unpaid principal amount of each US Dollar Revolving Credit Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agents Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This US Dollar Revolving Credit Note is one of the US Dollar Revolving Credit Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This US Dollar Revolving Credit Note is also entitled to the benefits of the Guaranty and is secured by the Collateral. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this US Dollar Revolving Credit Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. US Dollar Revolving Credit Loans 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 US Dollar Revolving Credit Note and endorse thereon the date, amount and maturity of its US Dollar Revolving Credit 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 US Dollar Revolving Credit 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. ________________________ ___________ Nam ________________________ e: ___________ Title ________________________ : ___________ LIFECELL CORPORATION ________________________ ___________ Nam ________________________ e: ___________ Title ________________________ : ___________ KCI USA, INC. ________________________ ___________ Nam ________________________ e: ___________ Title ________________________ : ___________ By: By: By:

LOANS AND PAYMENTS WITH RESPECT THERETO Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date

Date

Type of Loan Made

Amount of Loan Made

End of Interest Period

Notation Made By

EXHIBIT D FORM OF COMPLIANCE CERTIFICATE Financial Statement Date: _________, ____ To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to 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), by and among 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), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. All defined terms used herein shall have the meanings ascribed to such terms in the Agreement. The undersigned Responsible Officer of the Parent hereby certifies as of the date hereof that he/she is the ____________________________________ of Kinetic Concepts, Inc., and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Co-Borrowers, and that: [Use following paragraph 1 for fiscal year-end financial statements] 1. A copy of the year-end audited financial statements required to be delivered by Section 6.01(a) of the Agreement for the fiscal year of the Parent ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section can be located at the following Internet address: _____________________. [Use following paragraph 1 for fiscal quarter-end financial statements] 1. The unaudited financial statements required to be delivered by Section 6.01(b) of the Agreement for the fiscal quarter of the Parent ended as of the above date can be located at the following Internet address: _______________. Such consolidated financial statements fairly present in all material respects the financial condition, results of operations and cash flows of the Parent and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a reasonably detailed review of the transactions and financial condition of the Co-Borrowers during the accounting period covered by such financial statements. 3. A review of the activities of the Co-Borrowers during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Co-Borrowers performed and observed all of their obligations under the Loan Documents, and [select one:] to the best knowledge of the undersigned, as of the date hereof, no Default or Event of Default has occurred and is continuing. --or-to the best knowledge of the undersigned, the following is a list of each Default or Event of Default that has occurred and is continuing on the date hereof and specifying the details thereof and any action or proposed action to be taken with respect thereto: 4. To the best knowledge of the undersigned, there has been no change in GAAP or in the application thereof since the date of the financial statements accompanying this Certificate. --or-[To the best knowledge of the undersigned, there has been a change in GAAP or in the application thereof since the date of the financial statements accompanying this Certificate, and the following specifies the effect of such change on such financial statements:] 5. the Agreement. Set forth on Schedule 1 are reasonably detailed calculations demonstrating compliance with the covenants contained in Section 7.10 of

6. During the applicable fiscal period, no Subsidiary previously designated as an Immaterial Subsidiary has been redesignated as a Subsidiary that is not an Immaterial Subsidiary. --or-[During the applicable fiscal period, the following Subsidiar[y]/[ies] previously designated as [an Immaterial Subsidiary]/[Immaterial Subsidiaries] by the Parent [has]/[have] been redesignated as [a Subsidiary that is not an Immaterial Subsidiary]/[Subsidiaries that are not Immaterial Subsidiaries]. 7. During the applicable fiscal period, the Loan Parties and their Subsidiaries have not formed or acquired any new Subsidiaries, including without limitation any new Immaterial Subsidiaries. --or-[During the applicable fiscal period, the following new Subsidiar[y]/[ies] [has]/[have] been formed or acquired, and the following specifies which Loan Part[y]/[ies] or which Subsidiar[y]/[ies] thereof [has]/[have] formed or acquired such new Subsidiar[y]/[ies]. With respect to any new Subsidiary that is not an Immaterial Subsidiary, the Loan Parties have complied with the requirements of Section 6.12 of the Agreement.] IN WITNESS WHEREOF, the undersigned has executed this Certificate as of ___________________, _________.

KINETIC CONCEPTS, INC., as Parent ________________________ ___________ Nam ________________________ e: ___________ Title ________________________ : ___________ By:

For the Quarter/Year ended ___________________, _________ (Statement Date) SCHEDULE 1 to the Compliance Certificate ($ in 000s)
I. Section 7.10(a) Consolidated Leverage Ratio. A. Consolidated Indebtedness at Statement Date $ ___________________________ ________ $ ___________________________ ________ $ ___________________________ ________ $ ___________________________ ________ $ ___________________________ ________ $ ___________________________ ________ $ ___________________________ ________ $ ___________________________ ________

B.

Consolidated EBITDA for Measurement Period ending on above date (Subject Period):

1.Consolidated Net Income for Subject Period:

2.Consolidated Interest Charges for Subject Period:

3.Provision for income taxes for Subject Period:

4.Depreciation expenses for Subject Period:

5.Amortization expenses for Subject Period:

6.Non-cash reductions of Consolidated Net Income for Subject Period:

7.Non-recurring charges, expenses and fees incurred in connection with the negotiation, execution and delivery$ ___________________________ of the Loan Documents and the incurrence of Indebtedness under Section 7.02(t)7: ________ 8.Non-recurring charges, fees and expenses incurred in connection with the cost of entering into any Convertible $ ___________________________ Note Hedge and any Permitted Refinancing Indebtedness with respect to the Convertible Senior Notes: ________ 9.Nonrecurring charges, fees and expenses incurred in connection with transactions permitted under Section 7.02(s), 7.03(j), 7.03(k), 7.05(n), 7.06(vii), 7.06(xi) or 7.15 of the Credit Agreement for Subject Period8: 10.Non-recurring charges, fees and expenses incurred in connection with corporate restructuring for the Subject Period9:

$ ___________________________ ________ $ ___________________________ ________

11.Non-recurring charges, fees, and expenses incurred in connection with any issuance of Equity Interests or the incurrence of any Permitted Refinancing Indebtedness10: $ ___________________________ ________ 12. Income Tax credits for Subject Period: $ ___________________________ 13.Non-cash increases to Consolidated Net Income for Subject Period: ________ 14.Consolidated EBITDA (Lines II.A.1 + 2 + 3 + 4 + 5 + 6+ 7 + 8 + 9 + 10 + 11 12 13): C. Consolidated Leverage Ratio (Line I.A Line I.B): $ ___________________________ ________ $ ____ to 1 Maximum Permitted: Four Fiscal Quarters Ending March 31, 2011 and each fiscal quarter thereafter through the fiscal quarter ending December 31, 2013 March 31, 2014 and each fiscal quarter ending thereafter II. Section 7.10(b) - Consolidated Fixed Charge Coverage Ratio A. B. C. D. Consolidated EBITDA for Subject Period (Line I.B above: Unfinanced Capital Expenditures for Subject Period: Income taxes paid in cash for Subject Period: Consolidated Fixed Charges for Subject Period: 1.Consolidated Interest Charges for Subject Period: 2.Regularly scheduled principal payments or redemptions, etc. for Subject Period: $ ______________________ $ ______________________ $ ______________________ $ ______________________ $ ______________________ $ ______________________ Maximum Consolidated Leverage Ratio 3.75x 3.50x $ ___________________________ ________

3.Restricted Payments made in cash for Subject Period: 4.Consolidated Fixed Charges (Line II.1 + 2 + 3): E. Consolidated Fixed Charge Coverage Ratio ([Line II.A Line II.B Line II.C] Line II.D): Minimum required: Four Fiscal Quarters Ending March 31, 2011 and each fiscal quarter ending thereafter Minimum Consolidated Fixed Charge Coverage Ratio 1.15x

$ ______________________ $ ______________________

7 8 9

in an aggregate amount not to exceed $25,000,000 in an aggregate amount not to exceed $50,000,000 in any calendar year and not to exceed $120,000,000 during the term of the Agreement in an aggregate amount not to exceed $50,000,000 in any calendar year and not to exceed $120,000,000 during the term of the Agreement in an aggregate amount not to exceed $25,000,000 during the term of the Agreement

10

EXHIBIT E-1 ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (this Assignment and Assumption) is dated as of the Effective Date set forth below and is entered into by and between [the][each]11 Assignor identified in item 1 below ([the][each, an] Assignor) and [the][each]12 Assignee identified in item 2 below ([the][each, an] Assignee) pursuant to Section 10.06 of the Credit Agreement identified below (the Credit Agreement). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]13 hereunder are several and not joint.]14 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement, receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignors][the respective Assignors] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement, any other Loan Documents and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including, without limitation, the Letters of Credit and the Swing Line Loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other Loan Documents or any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] Assigned Interest). Each such sale and assignment is without recourse to [the] [any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor. 1. 2. Assignor[s]: Assignee[s]: ___________________________________ ___________________________________

[for each Assignee, indicate [Affiliate][Approved Fund] of [identify Lender]] 3. Co-Borrowers: LifeCell Corporation KCI USA, Inc. 4. 5. Kinetic Concepts, Inc.

Administrative Agent: Bank of America, N.A., as the administrative agent under the Credit Agreement Credit Agreement: Credit Agreement, dated as of January 7, 2011 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the Agreement), by and among Kinetic Concepts, Inc., a Texas corporation, LifeCell Corporation, a Delaware corporation, and KCI USA, Inc. a Delaware corporation, as Co-Borrowers, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. Assigned Interest: Aggregate Amount of Commitment/Loans Amount of Commitment/Loans Percentage Facility Assigned17 for all Lenders18 Assigned Assigned of Commitment/Loans19 CUSIP Number $ $ % $ $ % $ $ %

6.

Assignor[s]15 Assignee[s]16

Effective Date: ____________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] ________________________ ___________ Title ________________________ : ___________ By:

ASSIGNEE [NAME OF ASSIGNEE] ________________________ ___________ Title ________________________ : ___________ By:

[Consented to and]20 Accepted:

BANK OF AMERICA, N.A., as Administrative Agent By: Title: ___________________________________ ___________________________________

[Consented to:]21

By: Title: By:

___________________________________ ___________________________________ Title:

11 For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language. 12 For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee, choose the first bracketed language. If the assignment is to multiple Assignees, choose the second bracketed language. 13 14 15 16

Select as appropriate. Include bracketed language if there are either multiple Assignors or multiple Assignees. List each Assignor, as appropriate. List each Assignee, as appropriate.

17 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. Multicurrency Revolving Credit Commitment, Term A Commitment, etc.). 18

Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.
19 20

Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuer) is required by the terms of the Credit Agreement.

21

ANNEX 1 TO ASSIGNMENT AND ASSUMPTION [____________________]22 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION 11. Representations and Warranties.

11.1 Assignor. [The] [Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document. 12.1 Assignee. [The] [Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 10.06(b)(iii), (v) and (vi) of the Credit Agreement (subject to such consents, if any, as may be required under Section 10.06(b)(iii) of the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the] [the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by [the] [such] Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been afforded the opportunity to receive copies of the most recent financial statements delivered pursuant to Sections 6.01(a) and (b) thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Lead Arrangers, the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the] [such] Assignee; and (b) agrees that (i) it will, independently and without reliance upon the Lead Arrangers, the Administrative Agent, [the] [any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. 12. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the] [each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the] [the relevant] Assignor for amounts which have accrued to but excluding the Effective Date and to [the] [the relevant] Assignee for amounts which have accrued from and after the Effective Date. 13. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.

22

Describe Credit Agreement at option of Administrative Agent.

EXHIBIT E-2 FORM OF ADMINISTRATIVE QUESTIONNAIRE ADMINISTRATIVE DETAILS REPLY FORM - MULTICURRENCY CONFIDENTIAL FAX ALONG WITH COMMITMENT LETTER TO: I. II. Borrower Name: Charlene Wright-Jonec FAX # 877-208-8427

_____________________________________________________________________ $ _______________________ Type of Credit Facility __________________

Legal Name of Lender of Record for Signature Page:_____________________________________________________________

Signing Credit Agreement Coming in via Assignment

_______ YES _______ YES

___ NO ___ NO

III. Type of Lender: _____________________________________________________________________ (Bank, Asset Manager, Broker/Dealer, CLO/CDO, Finance Company, Hedge Fund, Insurance, Mutual Fund, Pension Fund, Other Regulated Investment Fund, Special Purpose Vehicle, Other please specify) IV, Domestic Address: V. Eurodollar Address:

VI. Contact Information: Syndicate level information (which may contain material non-public information about the Borrower and ha related parties or their respective securities well be made available to the Credit Contact(s). The Credit Contacts identified must be able to receive such information in accordance with his/her institutions compliance procedures and applicable taws, including Federal and State securities laws. Name: Title Address: Telephone: Facsimile: E Mail Address: IntraLinks E Mail Address: Does Secondary Operations Contact need copy of notices? _______ YES _______ NO Credit Contact Primary Operations Contact Secondary Operations Contact

Name: Title Address: Telephone: Facsimile: E Mail Address: IntraLinks E Mail Address:

Letter of Credit

Draft Documentation Contact

Legal Counsel

PLEASE CHECK IF YOU CAN FUND IN THE CURRENCIES REQUIRED FOR THIS TRANSACTION LISTED BELOW: _____ _____ _____ US DOLLAR _____ _____ _____ _____ _____ _____

VII. Pay to:

Lenders SWIFT Payment Instructions for [Foreign Currency]: Pay to:

_____________________________________________________________________________________ (Bank Name) _____________________________________________________________________________________ (SWIFT) (Country)

_____________________________________________________________________________________ (Account #) (Account Name) _____________________________________________________________________________________ (FFC Account #) (FCC Account Name) _____________________________________________________________________________________ (Attention)

VII. Pay to:

Lenders SWIFT Payment Instructions for [Foreign Currency]:

_____________________________________________________________________________________ (Bank Name) _____________________________________________________________________________________ (SWIFT) (Country) _____________________________________________________________________________________ (Account #) (Account Name) _____________________________________________________________________________________ (FFC Account #) (FFC Account Name) _____________________________________________________________________________________ (Attention) VII. Pay to: _____________________________________________________________________________________ (Bank Name) _____________________________________________________________________________________ (SWIFT) (Country) _____________________________________________________________________________________ (Account #) (Account Name) _____________________________________________________________________________________ (FFC Account #) (FFC Account Name) _____________________________________________________________________________________ (Attention) VII. Pay to: _____________________________________________________________________________________ (Bank Name) _____________________________________________________________________________________ (SWIFT) (Country) _____________________________________________________________________________________ (Account #) (Account Name) _____________________________________________________________________________________ (FFC Account #) (FFC Account Name) _____________________________________________________________________________________ (Attention) Lenders SWIFT Payment Instructions for [Foreign Currency]: Lenders SWIFT Payment Instructions for [Foreign Currency]:

VIII. Pay to:

Lenders Standby Letter of Credit, Commercial Letter of Credit, and Bankers Acceptance Fed Wire Payment Instructions (if applicable):

______________________________________________ (Bank Name) ______________________________________________ (Account #)

______________________________________________ (Account #) ______________________________________________ (Attention)

IX. Pay to:

Lenders Fed Wire Payment Instructions:

_____________________________________________________________________________________ (Bank Name) _____________________________________________________________________________________ (ABA #) (City/State) _____________________________________________________________________________________ (Account #) (Account Name) _____________________________________________________________________________________ (FFC Account #) (FFC Account Name) _____________________________________________________________________________________ (Attention) X. Organizational Structure and Tax Status

Please refer to the enclosed withholding tax instructions below and then complete this section accordingly: Lender Taxpayer Identification Number (TIN): ___ ___ - ____ ____ ____ ____

Tax Withholding Form Delivered to Bank of America: _________ W-9 _________ W-8BEN _________ W-8ECI _________ W-8EXP _________ W-8IMY Tax Contact Name: Title: Address: Telephone: Facsimile: E Mail Address: __________________ __________________ __________________ __________________ __________________ __________________

NONU.S. LENDER INSTITUTIONS 1. Corporations: If your institution is incorporated outside of the United States for U.S. federal income tax purposes, and is the beneficial owner of the interest and other income it receives, you must complete one of the following three tax forms, as applicable to your institution: a) Form W-8BEN (Certificate of Foreign Status of Beneficial Owner). b.) Form W-8ECI (Income Effectively Connected to a U.S. Trade or Business). or c.) Form W-8EXP (Certificate of Foreign Government or Governmental Agency). A U.S. taxpayer identification number is required for any institution submitting a Form W-8ECI. It is also required on Form W-8BEN for certain institutions claiming the benefits of a tax treaty with the U.S. Please refer to the instructions when completing the form applicable to your institution. In addition, please be advised that U.S. tax regulations do not permit the acceptance of faxed forms. An original tax form must be submitted. 2. Flow-Through Entities If your institution is organized outside the U.S. and is classified for U.S. federal income tax purposes as either a Partnership, Trust, Qualified or NonQualified Intermediary, or other non-U.S. flow-through entity, an original Form W-81MY (Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. branches for United States Tax Withholding) must be completed by the intermediary together with a withholding statement. Flow-through entities other than Qualified Intermediaries are required to include tax forms for each of the underlying beneficial owners. Please refer to the instructions when completing this form. In addition, please be advised that U.S. tax regulations do not permit the acceptance of faxed forms. Original tax form(s) must be submitted. US. LENDER INSTITUTIONS:

If your institution is incorporated or organized within the United States. you must complete and return Form W-9 (Request for Taxpayer Identification Number and Certification). Please be advised that we require an original form W-9. Pursuant to the language contained in the tax section of the Credit Agreement, the applicable tax form for your institution must be completed and returned on or prior to the dale on which your institution becomes a lender under this Credit Agreement Failure to provide the proper tax form when requested wilt subject your institution to U.S. tax withholding. Additional guidance and instructions as to where to submit this documentation can be found at this link: XI. Pay to: Bank of America Payment Instructions: Bank of America, NA. ABA # 026009593 New York, NY Acct # 1292000883 Attn: Corporate Credit Services Ref: Kinetic Concepts

EXHIBIT F FORM OF GUARANTEE AND SECURITY AGREEMENT

GUARANTEE AND SECURITY AGREEMENT

Dated as of January 7, 2011

among

KINETIC CONCEPTS, INC., LIFECELL CORPORATION, KCI USA, INC., THE GUARANTORS PARTY HERETO and BANK OF AMERICA, N.A., as Administrative Agent

TABLE OF CONTENTS Section 1. (a) (b) (c) (d) Section 2. (a) (b) (c) (d) (e) (f) (g) (h) (i) Section 3. Section 4. Section 5. Section 6. Section 7. Section 8. Section 9. (a) (b) (c) (d) (e) (f) Section 10. Section 11. Section 12. Section 13. Section 14. Section 15. Section 16. Section 17. Section 18. Section 19. Section 20. Section 21. Section 22. Section 23. Section 24. Section 25. Section 26. Section 27. Section 28. Section 29. Definitions. Terms Defined in Credit Agreement Terms Defined in UCC Additional Definitions Terms Generally Guarantees by Guarantors. Secured Guarantees Secured Guarantees Unconditional Release of Secured Guarantees Waiver by Loan Parties Subrogation Stay of Acceleration Right of Set-Off Continuing Guarantee Limitation on Obligations of Guarantor Grant of Transaction Liens. General Representations and Warranties Further Assurances; General Covenants [Reserved]. [Reserved]. [Reserved]. Pledged Equity Interests Certificated Securities Uncertificated Securities Perfection as to Certificated Securities Perfection as to Uncertificated Securities Delivery of Pledged Certificates Foreign Subsidiaries [Reserved]. [Reserved]. Cash Collateral Accounts Operation of Cash Collateral Accounts Transfer Of Record Ownership Right to Vote Securities. Certain Cash Distributions Remedies upon Event of Default. Application of Proceeds. Fees and Expenses; Indemnification Authority to Administer Collateral Limitation on Duty in Respect of Collateral General Provisions Concerning the Administrative Agent. Termination of Transaction Liens; Release of Collateral Additional Guarantors, Loan Parties and Lien Grantors Notices No Implied Waivers; Remedies Not Exclusive Successors and Assigns Amendments and Waivers Governing Law; Jurisdiction; Etc

(a) (b) (c) (d) Section 30. Section 31. SCHEDULES:

GOVERNING LAW SUBMISSION TO JURISDICTION WAIVER OF VENUE SERVICE OF PROCESS Waiver of Jury Trial Severability

Schedule 1 EXHIBITS: Exhibit A

Equity Interests in Subsidiaries Pledged by Original Lien Grantors

Security Agreement Supplement

GUARANTEE AND SECURITY AGREEMENT This GUARANTEE AND SECURITY AGREEMENT (this Agreement) dated as of January 7, 2011, is by and among KINETIC CONCEPTS, INC., LIFECELL CORPORATION, and KCI USA, INC. as Co-Borrowers, the GUARANTORS party hereto and BANK OF AMERICA, N.A., as Administrative Agent. WHEREAS, the Co-Borrowers are entering into the Credit Agreement described in Section 1 hereof, pursuant to which the Co-Borrowers intend to borrow funds and obtain letters of credit for the purposes set forth therein; WHEREAS, the Co-Borrowers are willing to secure their Secured Obligations (as defined in the Credit Agreement) by granting security interests in certain of their assets to the Administrative Agent as provided in this Agreement; WHEREAS, the Co-Borrowers are willing to cause each of their Domestic Subsidiaries (with certain exceptions) (i) to Guarantee the foregoing Secured Obligations of the Co-Borrowers and the Secured Obligations of each other Loan Party and (ii) to secure its Guarantee thereof and its Secured Obligations by granting a security interest in certain of its assets to the Administrative Agent as provided in this Agreement; WHEREAS, the Lenders and the L/C Issuer are not willing to make loans or issue or participate in letters of credit under the Credit Agreement, and the counterparties to the hedging arrangements referred to above are not willing to enter into or maintain them, unless the foregoing Secured Obligations are secured and guaranteed as described above; WHEREAS, upon any foreclosure or other enforcement of this Agreement, the net proceeds of the relevant Collateral are to be received by or paid over to the Administrative Agent and applied as provided in the Credit Agreement; NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: Section 1. Definitions.

(a) Terms Defined in Credit Agreement. Terms defined in the Credit Agreement and not otherwise defined in subsection (b) or (c) of this Section have, as used herein, the respective meanings provided for therein. (b) Terms Defined in UCC. As used herein, each of the following terms has the meaning specified in the UCC: Term Authenticate Certificated Security Entitlement Holder Entitlement Order Financial Asset General Intangibles Investment Property Securities Account Security Security Entitlement Supporting Obligations Uncertificated Security (c) UCC 9-102 8-102 8-102 8-102 8-102 & 103 9-102 9-102 8-501 8-102 & 103 8-102 9-102 8-102

Additional Definitions. The following additional terms, as used herein, have the following meanings: Cash Collateral Account has the meaning set forth in Section 12(a).

Cash Distributions means dividends, interest and other distributions and payments (including proceeds of liquidation, sale or other disposition) made or received in cash upon or with respect to any Collateral. Collateral has the meaning set forth in Section 3(a). Control has the following meanings: (a) (b) when used with respect to any Security or Security Entitlement, the meaning specified in UCC Section 8-106; and when used with respect to any Deposit Account, the meaning specified in UCC Section 9-104.

Credit Agreement means the Credit Agreement dated as of January 7, 2011 among Kinetic Concepts, Inc., LifeCell Corporation, KCI USA, Inc., the Lenders party thereto and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. Excluded Assets means (A) voting Equity Interests in (x) any CFC and (y) any Subsidiary (other than KCI International Holding Company, KCII Holdings, L.L.C. and KCI MS Unlimited) that is not a CFC that holds directly or indirectly a CFC and does not hold any Equity Interests of any Person that is not a CFC or any other material assets, in each case to the extent (but only to the extent) required to prevent the Collateral from including more than 65% of all voting Equity Interests in such CFC (or Subsidiary of the type described in the foregoing clause (y)),(B) (i) unless KCI International Holding Company is a Guarantor, any Equity Interests of KCI International Holding Company, (ii) unless KCII Holdings, L.L.C. is a Guarantor, any Equity Interests of KCII Holdings, L.L.C. and (iii) any Equity Interests of KCI MS Unlimited and (C) so long as any Headquarters Financing is outstanding, the Equity Interests of any Headquarters SPC. Guarantors means each Subsidiary listed on the signature pages hereof under the caption Guarantors and each Subsidiary that shall, at any time after the date hereof, become a Guarantor pursuant to Section 24. Issuer Control Agreement means an Issuer Control Agreement in form reasonably satisfactory to the Administrative Agent. Lien Grantors means the Co-Borrowers and the Guarantors. LLC Interest means a membership interest or similar interest in a limited liability company.

Opinion of Counsel means a written opinion of legal counsel (who may be counsel to a Lien Grantor or other counsel, in either case approved by the Administrative Agent in its reasonable discretion) addressed and delivered to the Administrative Agent. Original Lien Grantor means any Lien Grantor that grants a Lien on any of its assets hereunder on the Closing Date. own refers to the possession of sufficient rights in property to grant a security interest therein as contemplated by UCC Section 9-203, and acquire refers to the acquisition of any such rights. Partnership Interest means a partnership interest, whether general or limited. Permitted Liens means (i) the Transaction Liens and (ii) any other Liens on the Collateral permitted to be created or assumed or to exist pursuant to Section 7.01 or Section 7.15 of the Credit Agreement. Pledged, when used in conjunction with any type of asset, means at any time an asset of such type that is included (or that creates rights that are included) in the Collateral at such time. For example, Pledged Equity Interest means an Equity Interest that is included in the Collateral at such time. Proceeds means all proceeds of, and all other profits, products, rents or receipts, in whatever form, arising from the collection, sale, lease, exchange, assignment, licensing or other disposition of, or other realization upon, any Collateral, including all claims of the relevant Lien Grantor against third parties for loss of, damage to or destruction of, or for proceeds payable under, or unearned premiums with respect to, policies of insurance in respect of, any Collateral, and any condemnation or requisition payments with respect to any Collateral. Release Conditions means the following conditions for releasing all the Secured Guarantees and terminating all the Transaction Liens: (i) (ii) has been asserted). all Aggregate Commitments under the Credit Agreement shall have expired or been terminated; and all Obligations shall have been paid in full (other than contingent indemnification obligations for which no claim

Secured Agreement, when used with respect to any Secured Obligation, refers collectively to each instrument, agreement or other document that sets forth obligations of the Co-Borrowers, obligations of a guarantor and/or rights of the holder with respect to such Secured Obligation. Secured Guarantee means, with respect to each Guarantor, its guarantee of the Secured Obligations under Section 2 hereof or Section 1 of a Security Agreement Supplement. Secured Party Requesting Notice means, at any time, a Secured Party that has, at least five (5) Business Days prior thereto, delivered to the Administrative Agent a written notice (i) stating that it holds one or more Obligations and wishes to receive copies of the notices referred to in Section 22(d) and (ii) setting forth its address, facsimile number and e-mail address to which copies of such notices should be sent. Security Agreement Supplement means a Security Agreement Supplement, substantially in the form of Exhibit A, signed and delivered to the Administrative Agent for the purpose of adding a Subsidiary as a party hereto pursuant to Section 24 and/or adding additional property to the Collateral. Transaction Liens means the security interests granted by the Lien Grantors under this Agreement. UCC means the Uniform Commercial Code as in effect from time to time in the State of New York; provided that, if perfection or the effect of perfection or non-perfection or the priority of any Transaction Lien on any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than New York, UCC means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority. (d) Terms Generally. The definitions of terms herein (including those incorporated by reference to the UCC or to another document) apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun includes the corresponding masculine, feminine and neuter forms. The words include, includes and including shall be deemed to be followed by the phrase without limitation. The word will shall be construed to have the same meaning and effect as the word shall. Unless the context requires otherwise, (i) any definition of or reference to any agreement (including the Loan Documents), instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Persons successors and permitted assigns, (iii) the words herein, hereof and hereunder, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (iv) all references herein to Sections, Exhibits and Schedules shall be construed to refer to Sections of, and Exhibits and Schedules to, this Agreement and (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words asset and property shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Section 2. Guarantees by Guarantors.

(a) Secured Guarantees. Each Loan Party unconditionally guarantees, jointly and severally, the full and punctual payment of each Secured Obligation of each other Loan Party when due (whether at stated maturity, upon acceleration or otherwise). If any Loan Party fails to pay any Secured Obligation punctually when due, each other Loan Party agrees that it will forthwith on notice thereof and written request therefor pay the amount not so paid at the place and in the manner specified in the relevant Secured Agreement. (b) Secured Guarantees Unconditional. The obligations of each Loan Party under its Secured Guarantee shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (i) any extension, renewal, settlement, compromise, waiver or release in respect of any Secured Obligation of any Co-Borrower, any other Guarantor or any other Person under any Secured Agreement, by operation of law or otherwise other than payment in full of the Obligations; (ii) any modification or amendment of or supplement to any Secured Agreement;

(iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any Secured Obligation of any Co-Borrower, any other Guarantor or any other Person under any Secured Agreement (other than this Agreement);

(iv) any change in the corporate existence, structure or ownership of any Co-Borrower, any other Guarantor or any other Person or any of their respective subsidiaries, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Co-Borrower, any other Guarantor or any other Person or any of their assets or any resulting release or discharge of any Secured Obligation of any Co-Borrower, any other Guarantor or any other Person under any Secured Agreement (other than this Agreement); (v) the existence of any claim, set-off or other right that such Guarantor may have at any time against any Co-Borrower, any other Guarantor, any Secured Party or any other Person, whether in connection with the Loan Documents or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or unenforceability relating to or against any Co-Borrower, any other Guarantor or any other Person for any reason of any Secured Agreement, or any provision of applicable law or regulation purporting to prohibit the payment of any Obligation by any Co-Borrower, any other Guarantor or any other Person; or (vii) any other act or omission to act or delay of any kind by any Co-Borrower, any other Guarantor, any other party to any Secured Agreement, any Secured Party or any other Person, or any other circumstance whatsoever that might, but for the provisions of this clause (vii) constitute a legal or equitable discharge of or defense to any obligation of any Guarantor hereunder. (c) Release of Secured Guarantees.

(i) All the Secured Guarantees will be released when all the Release Conditions are satisfied. If at any time any payment of a Secured Obligation is rescinded or must be otherwise restored or returned upon the insolvency or receivership of any Loan Party or otherwise, the Secured Guarantees shall be reinstated with respect thereto as though such payment had been due but not made at such time. (ii) If any Guarantor ceases to be a Subsidiary in a transaction permitted by the Credit Agreement (any such sale, a Sale of Guarantor), the Administrative Agent shall release such Guarantor from its Secured Guarantee; provided that, (A) no such release shall occur if such Guarantor continues to be a guarantor in respect of the Convertible Note or any Indebtedness incurred under Section 7.02(t) of the Credit Agreement or any Permitted Refinancing Indebtedness with respect thereto and (B) if the Co-Borrowers are required to offer to prepay the Loans with the Net Cash Proceeds of such sale pursuant to Section 2.05(b) of the Credit Agreement, arrangements satisfactory to the Administrative Agent have been made to apply the Net Cash Proceeds thereof as required by the Credit Agreement. Such release shall not require the consent of any Secured Party, and the Administrative Agent shall be fully protected in relying on a certificate of the Co-Borrowers as to whether any particular sale constitutes a Sale of Guarantor. (iii) In addition to any release permitted by subsection (ii), the Administrative Agent may release any Secured Guarantee with the prior written consent of the Required Lenders; provided that any release of all or substantially all the Secured Guarantees shall, except to the extent resulting from a sale of a Guarantor, comply with Section 10.01(a) of the Credit Agreement. (d) Waiver by Loan Parties. Each Loan Party irrevocably waives acceptance hereof, presentment, demand and protest and any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against any Co-Borrower, any other Loan Party or any other Person. (e) Subrogation. A Loan Party that makes a payment with respect to a Secured Obligation hereunder shall be subrogated to the rights of the payee against the applicable other Loan Party with respect to such payment; provided that no Loan Party shall enforce any payment by way of subrogation against any other Loan Party, or by reason of contribution against any other guarantor of such Secured Obligation, until all the Release Conditions have been satisfied. (f) Stay of Acceleration. If acceleration of the time for payment of any Obligation is stayed by reason of the insolvency or receivership of any Co-Borrower, any other Loan Party or otherwise, all Obligations otherwise subject to acceleration under the terms of any Secured Agreement shall nonetheless be payable by the Loan Parties hereunder forthwith on demand by the Administrative Agent. (g) Right of Set-Off. Upon the occurrence and during the continuation of an Event of Default, each Lender, the L/C Issuer and their respective Affiliates shall have the rights specified in Section 10.08 of the Credit Agreement. The rights of each Secured Party under this subsection are in addition to all other rights and remedies (including other rights of set-off) that such Secured Party may have. (h) Continuing Guarantee. Each Secured Guarantee is a continuing guarantee, shall be binding on the relevant Loan Party and its successors and assigns, and shall be enforceable by the Administrative Agent for the benefit of the Secured Parties (or, if no Person is then serving as Administrative Agent, by the Required Lenders or any Lender as set forth in the second proviso to Section 10.03 of the Credit Agreement). If all or part of any Secured Partys interest in any Obligation is assigned or otherwise transferred, the transferors rights under each Secured Guarantee, to the extent applicable to the obligation so transferred, shall automatically be transferred with such obligation. (i) Limitation on Obligations of Guarantor. The obligations of each Guarantor under its Secured Guarantee shall be limited to an aggregate amount equal to the largest amount that would not render such Secured Guarantee subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provisions of applicable law. Section 3. Grant of Transaction Liens.

(a) Each Lien Grantor, in order to secure its Secured Obligations, grants to the Administrative Agent for the benefit of the Secured Parties a continuing security interest in all the following property of such Lien Grantor, whether now owned or existing or hereafter acquired or arising and regardless of where located (all of which being collectively referred to as the Collateral): (i) with respect to each Lien Grantor, (1) 100% of the issued and outstanding Equity Interests of each Subsidiary that is not a CFC that is directly owned by such Lien Grantor, (2) 65% (or such greater percentage that, due to a change in an applicable Law after the date hereof, (A) could not reasonably be expected to cause the undistributed earnings of such CFC as determined for United States federal income tax purposes to be treated as a deemed dividend to such CFCs United States parent and (B) could not reasonably be expected to cause any other material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956 2(c)(2)) and (3) 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956 2(c)(2)) in (x) each Subsidiary that is a CFC and (y) each Subsidiary that is not a CFC that holds directly or indirectly a CFC and does not hold any Equity Interests of any Person that is not a CFC or any other material assets, including the Equity Interests of the Subsidiaries owned by such Lien Grantor as set forth on Schedule 1 hereto, in each case together with the certificates (or other agreements or instruments), if any, representing such shares, and all options and other rights, contractual or otherwise, with respect thereto, including, but not limited to, the following:

(1) all Equity Interests representing a dividend thereon, or representing a distribution or return of capital upon or in respect thereof, or resulting from a stock split, revision, reclassification or other exchange therefor, and any subscriptions, warrants, rights or options issued to the holder thereof, or otherwise in respect thereof; and (2) in the event of any consolidation or merger involving the issuer thereof and in which such issuer is not the surviving Person, all shares of each class of the Equity Interests of the successor Person formed by or resulting from such consolidation or merger, to the extent that such successor Person is a direct Subsidiary of a Lien Grantor; (ii) such Lien Grantors ownership interest in (1) its Cash Collateral Accounts, (2) all Financial Assets credited to its Cash Collateral Accounts from time to time and all Security Entitlements in respect thereof and (3) all cash held in its Cash Collateral Accounts from time to time; and (iii) all Proceeds of the Collateral described in the foregoing clause (i).

provided that the Collateral shall not include any Excluded Asset. For the avoidance of doubt and without limiting the foregoing proviso, the Collateral shall not include (A) more than 65% of the voting Equity Interests in (x) any CFC or (y) any Subsidiary that is not a CFC that holds directly or indirectly a CFC and does not hold any Equity Interests of any Person that is not a CFC or any other material assets or (B) (i) unless KCI International Holding Company is a Guarantor, any Equity Interests of KCI International Holding Company, (ii) unless KCII Holdings, L.L.C. is a Guarantor, any Equity Interests of KCII Holdings, L.L.C. and (iii) any Equity Interests of KCI MS Unlimited. (b) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (c) The Transaction Liens are granted as security only and shall not subject the Administrative Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Lien Grantor with respect to any of the Collateral or any transaction in connection therewith. Section 4. General Representations and Warranties. Each Original Lien Grantor represents and warrants that:

(a) As of the Closing Date, such Original Lien Grantor is duly organized, validly existing and in good standing, in each case where such concept exists, under the laws of its jurisdiction of organization. (b) Schedule 1 lists all Equity Interests in Subsidiaries pledged by such Original Lien Grantor as of the Closing Date and identifies whether such Equity Securities are certificated. As of the Closing Date, such Original Lien Grantor holds all such Equity Interests directly (i.e., not through a Subsidiary or any other Person). (c) As of the Closing Date, all Collateral owned by such Original Lien Grantor is owned by it free and clear of any Lien other than Permitted Liens. As of the Closing Date, all shares of capital stock of Subsidiaries included in such Pledged Equity Interests have been duly authorized and validly issued and are fully paid and, to the extent applicable, non-assessable. As of the Closing Date, none of such Pledged Equity Interests is subject to any option to purchase or similar right of any Person. (d) Such Lien Grantor has not performed any acts that could reasonably be expected to prevent the Administrative Agent from enforcing any of the provisions of the Collateral Documents or that would limit the Administrative Agent in any such enforcement. No effective financing statement, security agreement, mortgage or similar or equivalent document or instrument covering all or part of the Collateral owned by such Original Lien Grantor has been authorized by such Grantor on the Closing Date, except (x) financing statements for which duly authorized proper termination statements have been delivered to the Administrative Agent for filing and (y) financing statements, fixture filings or other instruments similar in effect under any applicable Law filed in connection with Permitted Liens. (e) The Transaction Liens on all Collateral owned by such Original Lien Grantor or in which such Original Lien Grantor has rights (i) have been validly created, (ii) will attach to each item of such Collateral on the Closing Date (or, if such Original Lien Grantor first obtains rights thereto on a later date, on such later date) and (iii) when so attached, will secure all the Secured Obligations of such Original Lien Grantor. (f) When UCC financing statements describing the Collateral as described herein have been filed in the office of the secretary of state (or the analogous central filing office) of the applicable state of incorporation or organization with respect to such Loan Party, the Transaction Liens of such Loan Party will constitute perfected security interests in the Collateral owned by such Original Lien Grantor to the extent that a security interest therein may be perfected by the filing of a financing statement pursuant to the Uniform Commercial Code as in effect in the applicable jurisdiction, prior to all Liens except Permitted Liens. (g) None of the Collateral consisting of partnership or limited liability company interests (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a Securities Account or (v) constitutes a Security or a Financial Asset. Section 5. Further Assurances; General Covenants. Each Lien Grantor covenants as follows:

(a) Such Lien Grantor will, from time to time, at the Co-Borrowers expense, execute, deliver, file and record any statement, assignment, instrument, document, agreement or other paper and take any other action (including any filing of financing or continuation statements under the UCC) that from time to time may be necessary, or that the Administrative Agent may reasonably request, in order to: (i) (ii) create, preserve, perfect, confirm or validate the Transaction Liens on such Lien Grantors Collateral; enable the Administrative Agent and the other Secured Parties to obtain the full benefits of the Collateral Documents; or

(iii) enable the Administrative Agent to exercise and enforce any of its rights, powers and remedies with respect to any of such Lien Grantors Collateral. Such Lien Grantor authorizes the Administrative Agent to file such financing statements or continuation statements in any jurisdictions and with any filing offices as the Administrative Agent may determine are necessary to perfect the security interests granted to the Administrative Agent in connection herewith. Such financing statements may describe the collateral in the same manner as described in this Agreement or may contain an indication or description of collateral that describes such property in any other manner as the Administrative Agent may determine is necessary to ensure the perfection of the security interest in the collateral granted to the Administrative Agent in connection herewith. Such Lien Grantor appoints the Administrative Agent as its attorney-in-fact to execute and file all other filings required or so reasonably requested for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; and such power, being coupled with an interest, shall be irrevocable until all the Transaction Liens granted by such Lien Grantor

terminate pursuant to Section 23. The Borrower will pay the costs of, or incidental to, any recording or filing of any financing or continuation statements or other documents recorded or filed pursuant hereto. (b) Such Lien Grantor will notify the Administrative Agent within 30 days of (i) any change in its name or corporate structure, (ii) any change in its location (determined as provided in UCC Section 9-307) or (iii) it becoming bound, as provided in UCC Section 9-203(d) or otherwise, by a security agreement entered into by another Person, and such Lien Grantor shall make all filings required under the Uniform Commercial Code or otherwise to maintain the valid and perfected security interest of the Administrative Agent in the Collateral, in each case to the extent required by this Agreement. (c) Such Lien Grantor will not Dispose of any of its Collateral except as permitted under the Credit Agreement. Concurrently with any Disposition (except a Disposition to another Lien Grantor or a lease) permitted by the foregoing proviso, the Transaction Liens on the assets sold or disposed of (but not in any Proceeds arising from such Disposition) will cease immediately without any action by the Administrative Agent or any other Secured Party. The Administrative Agent will, at the Co-Borrowers expense, execute and deliver to the relevant Lien Grantor such documents as such Lien Grantor shall reasonably request to evidence the fact that any asset so sold or disposed of is no longer subject to a Transaction Lien. (d) Such Lien Grantor will, promptly upon request, provide to the Administrative Agent all information and evidence concerning such Lien Grantors Collateral that the Administrative Agent may reasonably request from time to time to enable it to enforce the provisions of the Collateral Documents. (e) From time to time upon request by the Administrative Agent, such Lien Grantor will, at the Co-Borrowers expense, cause to be delivered to the Secured Parties an Opinion of Counsel satisfactory to the Administrative Agent as to such matters relating to the transactions contemplated hereby as the Administrative Agent may reasonably request. (f) Such Lien Grantor will not, without executing and delivering, or causing to be executed and delivered, to the Administrative Agent such agreements, documents and instruments as the Administrative Agent may reasonably request for the purpose of perfecting its security interest therein, issue or acquire any Equity Interests constituting Collateral consisting of an interest in a partnership or a limited liability company that (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a Security governed by Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a Securities Account or (v) constitutes a Security or a Financial Asset. Section 6. Section 7. Section 8. Section 9. [Reserved]. [Reserved]. [Reserved]. Pledged Equity Interests. Each Lien Grantor represents, warrants and covenants as follows:

(a) Certificated Securities. On the Closing Date (in the case of an Original Lien Grantor) or the date on which it signs and delivers its first Security Agreement Supplement (in the case of any other Lien Grantor), such Lien Grantor will deliver to the Administrative Agent as Collateral hereunder all certificates representing Pledged Certificated Securities then owned by such Lien Grantor. Thereafter, whenever such Lien Grantor acquires any other certificate representing a Pledged Certificated Security, such Lien Grantor shall promptly after such acquisition deliver such certificate to the Administrative Agent as Collateral hereunder. The provisions of this subsection are subject to the limitation in Section 9(f). (b) Uncertificated Securities . Upon the request of the Administrative Agent after the occurrence and during the continuation of an Event of Default, each Lien Grantor will enter into (and cause the relevant issuer to enter into) an Issuer Control Agreement in respect of each Pledged Uncertificated Security representing an Equity Interest in a Subsidiary then owned by such Lien Grantor and deliver such Issuer Control Agreement to the Administrative Agent (which shall enter into the same). The provisions of this subsection are subject to the limitation in Section 9(f). (c) Perfection as to Certificated Securities. When such Lien Grantor delivers the certificate representing any Pledged Certificated Security owned by it to the Administrative Agent and complies with Section 9(e) in connection with such delivery, (i) the Transaction Lien on such Pledged Certificated Security will be perfected, subject to no prior Liens or rights of others, (ii) the Administrative Agent will have Control of such Pledged Certificated Security and (iii) provided that neither the Administrative Agent nor any Secured Party has any notice of any adverse claim, the Administrative Agent will be a protected purchaser (within the meaning of UCC Section 8-303) thereof. (d) Perfection as to Uncertificated Securities. When such Lien Grantor, the Administrative Agent and the issuer of any Pledged Uncertificated Security owned by such Lien Grantor enter into an Issuer Control Agreement required to be entered into pursuant to the terms of this Agreement with respect thereto, (i) the Transaction Lien on such Pledged Uncertificated Security will be perfected, subject to no prior Liens, (ii) the Administrative Agent will have Control of such Pledged Uncertificated Security and (iii) provided that neither the Administrative Agent nor any Secured Party has any notice of any adverse claim, the Administrative Agent will be a protected purchaser (within the meaning of UCC Section 8-303) thereof. (e) Delivery of Pledged Certificates. All Pledged Certificates and all Pledged Instruments, when delivered to the Administrative Agent, will be in suitable form for transfer by delivery, or accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Administrative Agent. (f) Foreign Subsidiaries. A Lien Grantor will not be obligated to comply with the provisions of this Section at any time with respect to any voting Equity Interest in (x) any CFC and (y) any Subsidiary that holds directly or indirectly a CFC and does not hold any Equity Interests of any Person that is not a CFC or any other material assets, in each case if and to the extent (but only to the extent) that such voting Equity Interest is an Excluded Asset. Section 10. Section 11. Section 12. [Reserved]. [Reserved]. Cash Collateral Accounts.

(a) If and when required for purposes hereof, the Administrative Agent will establish with respect to the Lien Grantors a Deposit Account (its Cash Collateral Account), in the name and under the exclusive control of the Administrative Agent, into which all amounts owned by the Lien Grantors that are required to be deposited therein pursuant to the Loan Documents shall be deposited from time to time. The Cash Collateral Account will be operated as provided in this Section and Section 13. (b) Account: (i) each amount required by Section 2.03, 2.05, 2.15 or 8.02(c) of the Credit Agreement to be deposited therein to Cash Collateralize the Outstanding Amount of any L/C Obligations; The Administrative Agent shall deposit the following amounts, as and when received by it, in the Lien Grantors Cash Collateral

(ii)

each Cash Distribution required by Section 16 to be deposited therein; and

(iii) each amount realized or otherwise received by the Administrative Agent with respect to assets of any Lien Grantor upon any exercise of remedies pursuant to any Collateral Document. (c) The Administrative Agent shall maintain such records and/or establish such sub-accounts as shall be required to enable it to identify the amounts held in each Cash Collateral Account from time to time pursuant to each clause of subsection (b) of this Section, as applicable. (d) Unless (x) an Event of Default shall have occurred and be continuing and the Required Lenders shall have instructed the Administrative Agent to stop withdrawing amounts from the Cash Collateral Accounts pursuant to this subsection or (y) the maturity of the Loans shall have been accelerated pursuant to Article VIII of the Credit Agreement, the Administrative Agent shall withdraw amounts from the Cash Collateral Accounts and apply them for the following purposes: (i) any amount deposited to Cash Collateralize the Outstanding Amount of any L/C Obligations shall be (A) held as collateral security in respect of such L/C Obligations and (B) withdrawn and applied to pay such L/C Obligations as they become due; and (ii) any Cash Distribution deposited pursuant to Section 16 shall, at the relevant Lien Grantors request, (x) be withdrawn and applied to pay Obligations that are then due and payable or (y) if no Event of Default has occurred and is continuing, be withdrawn and returned to such Lien Grantor. Section 13. (a) receipt thereof. Operation of Cash Collateral Accounts. All Cash Distributions received with respect to assets held in any Cash Collateral Account shall be deposited therein promptly upon

(b) Funds held in any Cash Collateral Account may, until withdrawn, be invested and reinvested in cash and Cash Equivalents to the extent permitted by and consistent with Section 2.15 of the Credit Agreement as, so long as no Event of Default shall have occurred and be continuing, the CoBorrowers shall specify, or if an Event of Default shall have occurred and be continuing, as the Administrative Agent shall specify. (c) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may (i) retain, or instruct the relevant Depositary Bank to retain, all cash and investments then held in any Cash Collateral Account, (ii) liquidate, or instruct the relevant Depositary Bank to liquidate, any or all investments held therein and/or (iii) withdraw any amounts held therein and apply such amounts as provided in Section 18. (d) If immediately available cash on deposit in any Cash Collateral Account is not sufficient to make any distribution or withdrawal to be made pursuant hereto, the Administrative Agent will cause to be liquidated, as promptly as practicable, such investments held in or credited to such Cash Collateral Account as shall be required to obtain sufficient cash to make such distribution or withdrawal and, notwithstanding any other provision hereof, such distribution or withdrawal shall not be made until such liquidation has taken place. Section 14. Transfer Of Record Ownership. At any time when an Event of Default shall have occurred and be continuing, the Administrative Agent may (and to the extent that action by it is required, the relevant Lien Grantor, if directed to do so by the Administrative Agent, will as promptly as practicable) cause each of the Pledged Securities (or any portion thereof specified in such direction) to be transferred of record into the name of the Administrative Agent or its nominee. Each Lien Grantor will take any and all actions reasonably requested by the Administrative Agent to facilitate compliance with this Section. If the provisions of this Section are implemented, Section 9(b) shall not thereafter apply to any Pledged Security that is registered in the name of the Administrative Agent or its nominee. The Administrative Agent will promptly give to the relevant Lien Grantor copies of any notices and other communications received by the Administrative Agent with respect to Pledged Securities registered in the name of the Administrative Agent or its nominee. Section 15. Right to Vote Securities.

(a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given the notice described in subsection (b) below, each Lien Grantor will have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to any Pledged Security owned by it and the Financial Asset underlying any Pledged Security Entitlement owned by it, and the Administrative Agent will, upon receiving a written request from such Lien Grantor, deliver to such Lien Grantor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any such Pledged Security that is registered in the name of the Administrative Agent or its nominee or any such Pledged Security Entitlement as to which the Administrative Agent or its nominee is the Entitlement Holder, in each case as shall be specified in such request and be in form and substance reasonably satisfactory to the Administrative Agent and such Lien Grantor. Unless an Event of Default shall have occurred and be continuing, the Administrative Agent will have no right to take any action which the owner of a Pledged Partnership Interest or Pledged LLC Interest is entitled to take with respect thereto, except the right to receive payments and other distributions to the extent provided herein. (b) If an Event of Default shall have occurred and be continuing and upon two (2) Business Days prior written notice from the Administrative Agent to such Lien Grantor of the Administrative Agents intention to exercise such rights, the Administrative Agent will have the right to the extent permitted by applicable Law (and, in the case of a Pledged Partnership Interest or Pledged LLC Interest, by the relevant partnership agreement, limited liability company agreement, operating agreement or other governing document) to vote, to give consents, ratifications and waivers and to take any other action with respect to the Pledged Investment Property, the other Pledged Equity Interests (if any) and the Financial Assets underlying the Pledged Security Entitlements, with the same force and effect as if the Administrative Agent were the absolute and sole owner thereof, and each Lien Grantor will take all such action as the Administrative Agent may reasonably request from time to time to give effect to such right. Section 16. Certain Cash Distributions. Cash Distributions with respect to assets held in a Cash Collateral Account shall be deposited and held therein, or withdrawn therefrom, as provided in Section 13. Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given the notice provided in the following sentence, each Lien Grantor shall be entitled to receive and retain all Cash Distributions with respect to any Pledged Equity Interest that is not held in a Cash Collateral Account (whether held in the name of a Lien Grantor or in the name of the Administrative Agent or its nominee). If an Event of Default shall have occurred and be continuing and the Administrative Agent shall have so notified such Lien Grantor, all Cash Distributions with respect to any Pledged Equity Interest that is not held in a Cash Collateral Account (whether held in the name of a Lien Grantor or in the name of the Administrative Agent or its nominee) shall be deposited, promptly upon receipt thereof, in a Cash Collateral Account of the relevant Lien Grantor. Section 17. Remedies upon Event of Default.

(a) If an Event of Default shall have occurred and be continuing, the Administrative Agent may exercise (or cause its sub-agents to exercise) any or all of the remedies available to it (or to such sub-agents) under this Agreement. (b) Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, the Administrative Agent may exercise on behalf of the Secured Parties all the rights of a secured party under the UCC or other applicable Law with respect to any Collateral and, in addition, the Administrative Agent may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions

of applicable Law or as otherwise provided in this Agreement, withdraw all cash held in the Cash Collateral Accounts and apply such cash as provided in Section 18 and, if there shall be no such cash or if such cash shall be insufficient to pay all the Secured Obligations (other than contingent indemnification obligations) in full, sell, lease, license or otherwise dispose of the Collateral or any part thereof. Notice of any such sale or other disposition shall be given to the relevant Lien Grantor(s) as required by Section 20. Section 18. Application of Proceeds.

(a) If an Event of Default shall have occurred and be continuing, the Administrative Agent may apply (i) any cash held in the Cash Collateral Accounts and (ii) the proceeds of any sale or other disposition of all or any part of the Collateral in accordance with Section 8.03 of the Credit Agreement; provided that Collateral owned by a Guarantor and any proceeds thereof shall be applied to the Secured Obligations only to the extent permitted by the limitation in Section 2(i). The Administrative Agent may make such distributions hereunder in cash or in kind or, on a ratable basis, in any combination thereof. (b) In making the payments and allocations required by this Section, the Administrative Agent may rely upon information supplied to it pursuant to Section 22(b). All distributions made by the Administrative Agent pursuant to this Section shall be final (except in the event of manifest error) and the Administrative Agent shall have no duty to inquire as to the application by any Secured Party of any amount distributed to it. Section 19. Fees and Expenses; Indemnification. The Co-Borrowers shall pay such fees and expenses of the Administrative Agent (including such expenses as are incurred to preserve the value of the Collateral or the validity, perfection, rank or value of any Transaction Lien, and the collection, sale or other disposition of any Collateral), and shall indemnify the Administrative Agent, all to the extent required by, and in accordance with, the provisions of Section 10.04 of the Credit Agreement. Any such amount shall be payable not later than ten (10) Business Days after demand therefor. Section 20. Authority to Administer Collateral. Each Lien Grantor irrevocably appoints the Administrative Agent its true and lawful attorney-in-fact, with full power of substitution, in the name of such Lien Grantor, for the sole use and benefit of the Administrative Agent for the benefit of the Secured Parties, but at the Co-Borrowers expense, to the extent permitted by applicable Law to exercise, at any time and from time to time while an Event of Default shall have occurred and be continuing, all or any of the following powers with respect to all or any of such Lien Grantors Collateral: (a) thereof, (b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, to demand, sue for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue

(c) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Administrative Agent were the absolute owner thereof, and (d) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto;

provided that, except in the case of Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Administrative Agent will give the relevant Lien Grantor at least ten (10) days prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made. Any such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Administrative Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC. By its acceptance of the benefits of this Agreement, each Cash Management Bank and each Hedge Bank shall be deemed to consent and agree to the foregoing. Section 21. Limitation on Duty in Respect of Collateral. Beyond the exercise of reasonable care in the custody and preservation thereof, the Administrative Agent will have no duty as to any Collateral in its possession or control or in the possession or control of any sub-agent or bailee or any income therefrom or as to the preservation of rights against prior parties or any other rights pertaining thereto. The Administrative Agent will be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession or control if such Collateral is accorded treatment substantially equal to that which it accords its own property, and will not be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereof, by reason of any act or omission of any sub-agent or bailee selected by the Administrative Agent in good faith, except to the extent that such liability arises from the Administrative Agents gross negligence or willful misconduct. By its acceptance of the benefits of this Agreement, each Cash Management Bank and each Hedge Bank shall be deemed to consent and agree to the foregoing. Section 22. General Provisions Concerning the Administrative Agent.

(a) The provisions of Articles IX and X of the Credit Agreement shall inure to the benefit of the Administrative Agent, and shall be binding upon all Lien Grantors and all Secured Parties, in connection with this Agreement and the other Loan Documents. (b) Information as to Obligations and Actions by Secured Parties. For all purposes of this Agreement, including determining the amounts of the Secured Obligations, or whether any action has been taken under any Secured Agreement, the Administrative Agent will be entitled to rely on information from (i) its own records for information as to the Secured Parties, their Secured Obligations and actions taken by them, (ii) any Secured Party for information as to its Secured Obligations and actions taken by it, to the extent that the Administrative Agent has not obtained such information from its own records, and (iii) the Co-Borrowers, to the extent that the Administrative Agent has not obtained information from the foregoing sources. (c) Refusal to Act. The Administrative Agent may refuse to act on any notice, consent, direction or instruction from any Secured Parties or any agent, trustee or similar representative thereof that, in the Administrative Agents opinion, (i) is contrary to law or the provisions of any Collateral Document, (ii) may expose the Administrative Agent to liability (unless the Administrative Agent shall have been indemnified, to its reasonable satisfaction, for such liability by the Secured Parties that gave such notice, consent, direction or instruction) or (iii) is unduly prejudicial to Secured Parties not joining in such notice, consent, direction or instruction. (d) Copies of Certain Notices. Within two (2) Business Days after it receives or sends any notice referred to in this subsection, the Administrative Agent shall send to the Lenders and each Secured Party Requesting Notice, copies of any notice given by the Administrative Agent to any Lien Grantor, or received by it from any Lien Grantor, pursuant to Section 17, 18, 20 or 23. Section 23. (a) Section 2(c). (b) Termination of Transaction Liens; Release of Collateral. The Transaction Liens granted by a Guarantor shall automatically terminate when its Secured Guarantee is released pursuant to The Transaction Liens granted by the Co-Borrowers shall automatically terminate when all the Release Conditions are satisfied.

(c) At any time before the Transaction Liens granted by the Co-Borrowers terminate, the Administrative Agent, at the written request of the Co-Borrowers, (i) shall release any Collateral to the extent provided in Section 9.10(a)(ii) or 9.10(a)(iii) of the Credit Agreement or (ii) may release all or substantially all the Collateral with the prior written consent of all Lenders. (d) Upon any termination of a Transaction Lien or release of Collateral, the Administrative Agent will, at the expense of the relevant Lien Grantor, execute and deliver to such Lien Grantor such documents as such Lien Grantor shall reasonably request to evidence the termination of such Transaction Lien or the release of such Collateral, as the case may be. Section 24. Additional Guarantors, Loan Parties and Lien Grantors. Any Subsidiary may become a party hereto by signing and delivering to the Administrative Agent a Security Agreement Supplement, whereupon such Subsidiary shall become a Guarantor, a Loan Party and a Lien Grantor as defined herein. Section 25. Notices. Each notice, request or other communication given to any party hereunder shall be given in accordance with Section 10.02 of the Credit Agreement, and in the case of any such notice, request or other communication to a Lien Grantor other than the Co-Borrowers, shall be given to it in care of the Co-Borrowers. Section 26. No Implied Waivers; Remedies Not Exclusive. No failure by the Administrative Agent or any Secured Party to exercise, and no delay in exercising and no course of dealing with respect to, any right or remedy under any Collateral Document shall operate as a waiver thereof; nor shall any single or partial exercise by the Administrative Agent or any Secured Party of any right or remedy under any Loan Document preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights and remedies specified in the Loan Documents are cumulative and are not exclusive of any other rights or remedies provided by law. Section 27. Successors and Assigns. This Agreement is for the benefit of the Administrative Agent and the Secured Parties and their successors and permitted assigns. This Agreement shall be binding on the Lien Grantors and their respective successors and assigns. Section 28. Amendments and Waivers. Except pursuant to a Security Agreement Supplement, neither this Agreement nor any provision hereof may be waived, amended, modified or terminated except pursuant to an agreement or agreements in writing entered into by the Administrative Agent, with the consent of such Lenders as are required to consent thereto under Section 10.01 of the Credit Agreement. No such waiver, amendment or modification shall be binding upon any Lien Grantor, except with its written consent. Section 29. Governing Law; Jurisdiction; Etc.

(a) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. (b) SUBMISSION TO JURISDICTION. EACH PARTY HERETO AND EACH OTHER SECURED PARTY, BY ITS ACCEPTANCE OF THE BENEFITS HEREOF, 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 AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO AND EACH OTHER SECURED PARTY, BY ITS ACCEPTANCE OF THE BENEFITS HEREOF, 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 OF THE PARTIES HERETO AND EACH OTHER SECURED PARTY, BY ITS ACCEPTANCE OF THE BENEFITS HEREOF, 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 AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE PARENT OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. (c) WAIVER OF VENUE. EACH PARTY HERETO AND EACH OTHER SECURED PARTY, BY ITS ACCEPTANCE OF THE BENEFITS HEREOF, IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES HERETO AND EACH OTHER SECURED PARTY, BY ITS ACCEPTANCE OF THE BENEFITS HEREOF, HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT. (d) SERVICE OF PROCESS. EACH PARTY HERETO AND EACH OTHER SECURED PARTY, BY ITS ACCEPTANCE OF THE BENEFITS HEREOF, IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02 OF THE CREDIT AGREEMENT. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. Section 30. Waiver of Jury Trial. EACH PARTY HERETO AND EACH OTHER SECURED PARTY, BY ITS ACCEPTANCE OF THE BENEFITS HEREOF, WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO ANY COLLATERAL DOCUMENT OR ANY TRANSACTION CONTEMPLATED THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO AND EACH OTHER SECURED PARTY, BY ITS ACCEPTANCE OF THE BENEFITS HEREOF, (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. Section 31. Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby, and (b) the parties hereto shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. Co-Borrowers: KINETIC CONCEPTS, INC. By: Name: Title: _______________________________________

LIFECELL CORPORATION By: Name: Title: _______________________________________

KCI USA, INC. By: Name: Title: Guarantors: KCI HOLDING COMPANY, INC. By: Name: Title: _______________________________________ _______________________________________

KCI INTERNATIONAL, INC. By: Name: Title: _______________________________________

KCI LICENSING, INC. By: Name: Title: Administrative Agent: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: _______________________________________ _______________________________________

SCHEDULE 1 EQUITY INTERESTS IN SUBSIDIARIES PLEDGED BY ORIGINAL LIEN GRANTORS (as of the Closing Date) Number of Shares or Units and Certificate Number

Issuer

Jurisdiction of Organization

Owner of Equity Interest

Percentage of Outstanding Shares

EXHIBIT A to Security Agreement SECURITY AGREEMENT SUPPLEMENT SECURITY AGREEMENT SUPPLEMENT dated as of ________________, ____ between [NAME OF LIEN GRANTOR] (the Lien Grantor) and BANK OF AMERICA, N.A., as Administrative Agent. WHEREAS, Kinetic Concepts, Inc., LifeCell Corporation, KCI USA, Inc., the Guarantors party thereto and Bank of America, N.A., as Administrative Agent, are parties to a Guarantee and Security Agreement dated as of January 7, 2011 (as heretofore amended, supplemented and/or otherwise modified, the Security Agreement) under which Kinetic Concepts, Inc., LifeCell Corporation and KCI USA, Inc. secure their Secured Obligations under the Credit Agreement, and each of the Co-Borrowers Domestic Subsidiaries Guarantees the foregoing Secured Obligations of the Co-Borrowers and the Secured Obligations of each other Loan Party and secures its Guarantee thereof and its Secured Obligations; WHEREAS, [name of Lien Grantor] desires to become [is] a party to the Security Agreement as a Guarantor, a Loan Party and Lien Grantor thereunder;23 and WHEREAS, terms defined in the Security Agreement (or whose definitions are incorporated by reference in Section 1 of the Security Agreement) and not otherwise defined herein have, as used herein, the respective meanings provided for therein; NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Secured Guarantee.24 The Lien Grantor unconditionally guarantees the full and punctual payment of each Secured Obligation of each other Loan Party when due (whether at stated maturity, upon acceleration or otherwise). The Lien Grantor acknowledges that, by signing this Security Agreement Supplement and delivering it to the Administrative Agent, the Lien Grantor becomes a Guarantor, a Loan Party and Lien Grantor for all purposes of the Security Agreement and that its obligations under the foregoing Secured Guarantee are subject to all the provisions of the Security Agreement (including those set forth in Section 2 thereof) applicable to the obligations of a Guarantor thereunder. 2. Grant of Transaction Liens.

(a) In order to secure its Secured Obligations, the Lien Grantor grants to the Administrative Agent for the benefit of the Secured Parties a continuing security interest in all the following property of the Lien Grantor, whether now owned or existing or hereafter acquired or arising and regardless of where located (the New Collateral): (i) with respect to each Lien Grantor, (1) 100% of the issued and outstanding Equity Interests of each Subsidiary that is not a CFC that is directly owned by such Lien Grantor, (2) 65% (or such greater percentage that, due to a change in an applicable Law after the date hereof, (A) could not reasonably be expected to cause the undistributed earnings of such CFC as determined for United States federal income tax purposes to be treated as a deemed dividend to such CFCs United States parent and (B) could not reasonably be expected to cause any other material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956 2(c)(2)) and (3) 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956 2(c)(2)) in (x) each Subsidiary that is a CFC and (y) each Subsidiary that is not a CFC that holds directly or indirectly a CFC and does not hold any Equity Interests of any Person that is not a CFC or any other material assets, including the Equity Interests of the Subsidiaries owned by such Lien Grantor as set forth on Schedule 1 hereto, in each case together with the certificates (or other agreements or instruments), if any, representing such shares, and all options and other rights, contractual or otherwise, with respect thereto, including, but not limited to, the following: (1) all Equity Interests representing a dividend thereon, or representing a distribution or return of capital upon or in respect thereof, or resulting from a stock split, revision, reclassification or other exchange therefor, and any subscriptions, warrants, rights or options issued to the holder thereof, or otherwise in respect thereof; and (2) in the event of any consolidation or merger involving the issuer thereof and in which such issuer is not the surviving Person, all shares of each class of the Equity Interests of the successor Person formed by or resulting from such consolidation or merger, to the extent that such successor Person is a direct Subsidiary of a Lien Grantor; (ii) such Lien Grantors ownership interest in (1) its Cash Collateral Accounts, (2) all Financial Assets credited to its Cash Collateral Accounts from time to time and all Security Entitlements in respect thereof, (3) all cash held in its Cash Collateral Accounts from time to time and (4) all other money in the possession of the Administrative Agent; and (iii) all Proceeds of the New Collateral described in the foregoing clause (i);

provided that the New Collateral shall not include any Excluded Asset. For the avoidance of doubt and without limiting the foregoing proviso, the New Collateral shall not include (A) more than 65% of the voting Equity Interests in (x) any CFC or (y) any Subsidiary that is not a CFC that holds directly or indirectly a CFC and does not hold any Equity Interests of any Person that is not a CFC or any other material assets or (B) (i) unless KCI International Holding Company is a Guarantor, any Equity Interests of KCI International Holding Company, (ii) unless KCII Holdings, L.L.C. is a Guarantor, any Equity Interests of KCII Holdings, L.L.C. and (iii) any Equity Interests of KCI MS Unlimited. (b) With respect to each right to payment or performance included in the New Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (c) The foregoing Transaction Liens are granted as security only and shall not subject the Administrative Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of the Lien Grantor with respect to any of the New Collateral or any transaction in connection therewith. 3. Delivery of Collateral. Concurrently with delivering this Security Agreement Supplement to the Administrative Agent, the Lien Grantor is complying with the provisions of Section 9 of the Security Agreement with respect to Investment Property if and to the extent included in the New Collateral and required to be delivered to the Administrative Agent at such time.

4. Party to Security Agreement. Upon delivering this Security Agreement Supplement to the Administrative Agent, the Lien Grantor will become a party to the Security Agreement and will thereafter have all the rights and obligations of a Guarantor, a Loan Party and a Lien Grantor thereunder and be bound by all the provisions thereof as fully as if the Lien Grantor were one of the original parties thereto.25 5. Representations and Warranties.

(a) As of the date hereof, the Lien Grantor is duly organized, validly existing and in good standing, where such concept exists, under the laws of [jurisdiction of organization]. (b) The execution and delivery of this Security Agreement Supplement by the Lien Grantor and the performance by it of its obligations under the Security Agreement as supplemented hereby are within its corporate or other powers, have been duly authorized by all necessary corporate or other organizational action and do not and will not (i) contravene the terms of any of the Lien Grantors Organization Documents; (ii) result in any breach or contravention of, or the creation of any Lien upon any of the property or assets of the Lien Grantor (other than Permitted Liens) under (x) any material Contractual Obligation to which the Lien Grantor is a party or affecting the Lien Grantor or the properties of the Lien Grantor or (y) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Lien Grantor or its property is subject; or (iii) violate any applicable material Law; except with respect to any breach, contravention or violation (but not creation of Liens) referred to in clauses (b) and (c), to the extent that such breach, contravention or violation would not reasonably be expected to have a Material Adverse Effect. (c) The Security Agreement as supplemented hereby constitutes a legal, valid and binding obligation of the Lien Grantor, enforceable against the Lien Grantor in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity and principles of good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). (d) Each of the representations and warranties set forth in Sections 4 and 9 of the Security Agreement is true as applied to the Lien Grantor and the New Collateral. For purposes of the foregoing sentence, references in said Sections to a Lien Grantor shall be deemed to refer to the Lien Grantor, references to Schedules to the Security Agreement shall be deemed to refer to the corresponding Schedules to this Security Agreement Supplement, references to Collateral shall be deemed to refer to the New Collateral, and references to the Closing Date shall be deemed to refer to the date on which the Lien Grantor signs and delivers this Security Agreement Supplement. 6. Authorization to File Financing Statements. The Lien Grantor authorizes the Administrative Agent to file such financing statements or continuation statements in any jurisdictions and with any filing offices as the Administrative Agent may determine are necessary to perfect the security interests granted to the Administrative Agent in connection herewith. Such financing statements may describe the collateral in the same manner as described in this Security Agreement Supplement or may contain an indication or description of collateral that describes such property in any other manner as the Administrative Agent may determine is necessary to ensure the perfection of the security interest in the collateral granted to the Administrative Agent in connection herewith. 7. GOVERNING LAW. THIS SECURITY AGREEMENT SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 8. SUBMISSION TO JURISDICTION. EACH OF THE PARTIES HERETO 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 AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO 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 OF THE PARTIES HERETO 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 AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LOAN PARTY, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY OTHER PARTY HERETO OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

[Remainder of page intentionally left blank]

23 24 25

If the Lien Grantor is a Co-Borrower, delete this recital and Section 1 hereof. Delete this Section if the Lien Grantor is a Co-Borrower or a Guarantor that is already a party to the Security Agreement. Delete Section 4 if the Lien Grantor is already a party to the Security Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Security Agreement Supplement to be duly executed by their respective authorized officers as of the day and year first above written. [NAME OF LIEN GRANTOR] By: Name: Title: _______________________________________

BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: _______________________________________

Schedule 1 to Security Agreement Supplement EQUITY INTERESTS IN SUBSIDIARIES AND AFFILIATES PLEDGED BY LIEN GRANTOR Jurisdiction of Organization Percentage Owned Number of Shares or Units and Certificate Number

Issuer

EXHIBIT G-1 OPINION MATTERS FORM OF OPINION OF COX SMITH MATTHEWS INCORPORATED January 7, 2011 Bank of America, N.A. Agency Management 901 Main Street Mail Code: TX1-492-14-14 Dallas, TX 75202-3714 and the Lenders from time to time party to the Credit Agreement (as defined below) Re: Kinetic Concepts, Inc. Ladies and Gentlemen: We have acted as special counsel to Kinetic Concepts, Inc., a Texas corporation (the Parent), LifeCell Corporation, a Delaware corporation (LifeCell), KCI USA, Inc., a Delaware corporation (KCI USA and, together with the Parent and LifeCell, the Co-Borrowers), KCI Licensing, Inc., a Delaware corporation (KCI Licensing), KCI Holding Company, Inc., a Delaware corporation (KCI Holding), and KCI International, Inc., a Delaware corporation (KCI International and, together with KCI Licensing and KCI Holding, the Guarantors and, together with the Co-Borrowers, the Loan Parties), in connection with the Co-Borrowers entry into the Credit Agreement dated as of January 7, 2011, among the Co-Borrowers, the Lenders party thereto (the Lenders) and Bank of America, N.A., as Administrative Agent (the Administrative Agent), Swing Line Lender and L/C Issuer (the Credit Agreement). This opinion is being rendered to you pursuant to Section 4.01(a)(vi) of the Credit Agreement. Unless otherwise defined herein, the capitalized terms used in this opinion shall have the meanings given to them in the Credit Agreement. In connection with this opinion, we have examined, among other things, originals or copies identified to our satisfaction of the following documents: (a) the Organization Documents of the Loan Parties; (b) the records provided to us by the Loan Parties of actions by written consent and minutes of meetings of the shareholders and Board of Directors of the Loan Parties and the records provided to us by the Loan Parties of capital stock and other securities issued by the Loan Parties; (c) the Credit Agreement and all exhibits thereto; (d) the Guarantee and Security Agreement and all exhibits thereto; (e) the Notes; (f) the UCC-1 financing statements attached hereto as Exhibit A (the Financing Statements); and (g) such other documents, instruments and certificates of corporate and public officials as we have deemed necessary or appropriate for purposes of this opinion. Items (c)-(e) are referred to herein as the Loan Documents. In such examination, we have assumed the authenticity of all such documents, records and instruments submitted to us as originals and the conformity with the original documents, records and instruments of all such instruments, documents and records submitted to us as copies. As to certain questions of fact material to our opinion, we have relied upon certificates and statements of officers and other representatives of the Loan Parties and certificates of public officials. Further, as to the certain matters of fact material to our opinion, we have relied on the accuracy of the representations and warranties of the Co-Borrowers set forth in the Credit Agreement. In addition, we have assumed the due authorization, execution and delivery of all documents referred to herein by the parties thereto other than the Loan Parties. Based upon and subject to the limitations, assumptions, qualifications and exceptions set forth herein, we are of the opinion that: 1. The Parent (x) has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Texas and (y) has the requisite corporate power and authority to own its property and to conduct its business as it is now being operated and is duly qualified to transact business and is in good standing as a foreign corporation in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except, in the case of this clause (y), to the extent that the failure to be so qualified or be in good standing could not reasonably be expected to have a material adverse effect on the Parent and its Subsidiaries, taken as a whole. 2. Each of the Loan Parties other than the Parent (x) has been duly incorporated, is validly existing as a corporation and is in good standing under the laws of the State of Delaware, and (y) has the requisite corporate power and authority to own its property and to conduct its business as it is now being operated and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except, in the case of this clause (y), to the extent that the failure to be so qualified or be in good standing could not reasonably be expected to have a material adverse effect on the Parent and its Subsidiaries, taken as a whole. 3. Each Loan Party has the requisite corporate power and authority to execute and deliver each of the Loan Documents to which it is a party and to perform its obligations thereunder, and all corporate action required to be taken by each Loan Party for the due and valid authorization, execution and delivery of each of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereby has been duly and validly taken. 4. Each Loan Party has duly authorized, executed and delivered each of the Loan Documents to which it is a party.

coxsmith@coxsmith.com 210 554 5500

5. All of the issued shares of capital stock of each Guarantor have been duly authorized and validly issued, are fully paid and non-assessable and are owned directly or indirectly by the Parent, free and clear of all perfected security interests and, to our knowledge, free and clear of all other liens, equities or claims, except those that arise, or are permitted, under the Credit Agreement. 6. No authorization, consent, order, waiver, approval or other action or consideration by, and no notice to or filing with any court, governmental or regulatory authority, body or instrumentality under Texas state law, New York state law or United States federal law or the General Corporation Law of the State of Delaware (the DGCL) is required for the due execution and delivery by any Loan Party of each of the Loan Documents to which they are a party or the performance by any Loan Party of all of their respective obligations under such Loan Documents, other than (i) the filing of the Financing Statements, or (ii) those consents, approvals authorizations, orders, qualifications and other actions that have been obtained or taken, and any filings that have been made, as of the date hereof. 7. The borrowings under the Credit Agreement and the application of the proceeds thereof as provided in the Credit Agreement do not violate or result in a violation of Regulations T, U or X of the Board of Governors of the Federal Reserve System.

8. The execution and delivery by each Loan Party of, and the performance by each Loan Party of its respective obligations under, each of the Loan Documents to which it is a party does not contravene or violate such Loan Partys respective Organization Documents (as currently in effect), or any applicable provision, in each case as currently in effect, of the federal laws of the United States of America, Texas state law, New York state law or the DGCL. 9. The execution and delivery by each of the Loan Parties of, and the performance by each of the Loan Parties of their respective obligations under, each of the Loan Documents to which they are a party will not contravene, or constitute a default under, any agreement or instrument binding upon any Loan Party that is material to the Loan Parties (the Material Contracts), taken as a whole, or, to the best of our knowledge, any judgment, order or decree of any governmental body, agency, or court having jurisdiction over any Loan Party. 10. The provisions of the Guarantee and Security Agreement are sufficient to create in favor of the Administrative Agent, as agent for the Lenders, a security interest in all right, title and interest of each Loan Party thereto in those items and types of Collateral described in the Guarantee and Security Agreement in which a security interest may be created under Article 9 of the UCC (Article 9 Collateral). 11. The provisions of the Guarantee and Security Agreement pledging certificated securities (Pledged Certificated Securities) are sufficient to grant to the Administrative Agent, as agent for the Lenders, a security interest in all right, title and interest of the Loan Parties thereto in the Pledged Certificated Securities, and the possession of the Pledged Certificated Securities by the Administrative Agent will result in the perfection of such security interest in the Pledged Certificated Securities. Assuming that the Administrative Agent has taken and is retaining possession of the Pledged Certificated Securities and the Administrative Agent has taken such Pledged Certificated Securities in good faith without notice (actual or constructive) of any adverse claim within the meaning of the UCC, there has been created under the Guarantee and Security Agreement, and there has been granted to the Administrative Agent, a valid and perfected security interest and lien upon the Pledged Certificated Securities to the extent a security interest may be obtained by possession under the UCC. 12. The filing of the Financing Statements in the offices set forth on Exhibit B attached hereto (the Filing Offices) with respect to each Loan Party perfects (within the meaning of Article 9 of the UCC) the security interest in the Article 9 Collateral to the extent such security interest may be perfected under the UCC by the filing of a financing statement in the Filing Offices. Assuming that the Financing Statements have been filed in the Filing Offices and have not subsequently been released, terminated or modified, the security interests in the Article 9 Collateral have been perfected, to the extent such security interests may be perfected under the UCC by the filing of a financing statement in the Filing Offices. 13. Each of the Loan Documents constitutes the valid and binding obligation of each Loan Party which is a party thereto, enforceable against such Loan Party in accordance with its terms under the applicable laws of the State of New York. 14. No Loan Party is and, solely after giving effect to the loans made pursuant to and the use of proceeds as provided for in the Credit Agreement, no Loan Party will be an investment company as such term is defined in the Investment Company Act of 1940, as amended. 15. The Obligations of KCI USA, Inc. under the Guarantee and Security Agreement constitute Senior Debt under that certain Indenture, dated as April 21, 2008 between Kinetic Concepts, Inc., KCI USA, Inc. and U.S. Bank National Association, as trustee. The opinions set forth in paragraphs 1 through 15 above are qualified in their entirety by the following: A. Where the phrase to the best of our knowledge or similar words appear in this opinion, they mean that we are relying, with your consent, upon such certificates as we have deemed appropriate from the Loan Parties and upon the actual conscious awareness of attorneys of our firm who have given substantive legal attention to matters on behalf of the Loan Parties in connection with the transactions covered hereby; however, we have not undertaken any independent investigation (including, without limitation, the review of any court file or indices) to determine the accuracy of any such statement, and no inference that we have any knowledge of any matters pertaining to such statement should be drawn from our representation of the Loan Parties. B. This opinion is limited to the existing laws of the State of Texas, the State of New York, the UCC, the federal laws of the United States of America, and the DGCL. With respect to the opinion set forth in paragraph 9 concerning the contravention of certain Material Contracts, we have reviewed only, and have assumed that the only agreements and instruments binding upon any Co-Borrower or any Guarantor that are material to the CoBorrowers and the Guarantors, taken as a whole, are those agreements and instruments set forth on Exhibit C attached hereto. We disclaim any opinion as to the application or effect of any statute, rule, regulation, ordinance, order or other promulgation of any other jurisdiction. With respect to the opinions set forth in paragraphs 6 and 8 hereof regarding contravention of applicable law or the requirement of any consent, approval, authorization or order of, or qualification with, any governmental body or agency, (a) we express no opinion as to compliance or non-compliance with respect to federal, state or other securities laws or regulations other than those of the State of Texas and the State of New York (including any requirement thereunder to obtain any consent, approval, authorization or order of, or qualification with, any governmental body or agency), and (b) our opinions are expressed only with respect to statutes, laws, judgments, orders, rules and regulations that, in our experience, are applicable to transactions of the type contemplated by the Loan Documents or that, based on our knowledge of the general nature of the business in which the Co-Borrowers are engaged, would reasonably be applicable to such transactions, but without our having made any special investigation concerning any other laws, judgments, decrees, orders, rules or regulations. C. Where statements in this opinion are qualified by the term material or material adverse effect, those statements involve judgments and opinions as to materiality or lack of materiality of any matter to the Co-Borrowers and their Subsidiaries or their respective businesses, prospects, assets or financial condition which are entirely those of the Co-Borrowers and their Subsidiaries and their respective officers and directors, after having been advised by us as to the legal effect and consequences of such matters. D. Other than with respect to the opinion set forth in paragraph 5, we have made no examination of, and express no opinion as to, the title or rights of the Co-Borrowers or the Guarantors to, or in, any of the Collateral, the description of any of the Collateral, the existence of any liens, charges, security interests or encumbrances thereon, or the priority or rank of the liens and security interests created by the Collateral Documents. E. Our opinions set forth in paragraphs 10 and 11 hereof is subject to the following assumptions and qualifications: (i) we have assumed that each Loan Party has rights (within the meaning of Section 9-203(b)(2) of the UCC), or with respect to afteracquired property will have rights (within the meaning of Section 9-203(b)(2) of the UCC), in the UCC Collateral granted by it, and we express no opinion as to the nature or extent of such Loan Partys rights in any of the UCC Collateral and we note that with respect to any after-acquired property, the security interest will not attach until such Co-Borrower or Guarantor acquires rights (within the meaning of Section 9-203(b)(2) of the UCC) therein; (ii) our opinion, with respect to proceeds, is subject to the limitations set forth in Section 9-315 of the UCC and, in addition, we call to your attention that in the case of certain types of proceeds, other parties such as holders in due course, protected purchasers of securities, persons who obtain control over securities entitlements and buyers in the ordinary course of business may acquire a superior interest or may take their interest free of the security interest of a secured party; (iii) we call to your attention that certain of the issuers of equity interests which may constitute UCC Collateral are organized under the laws of Australia, Canada, Ireland, Puerto Rico and Japan (such jurisdictions, the Foreign Jurisdictions), and we express no opinion as to the effect of the laws of such Foreign Jurisdictions on the opinions herein stated. Our opinion is limited to the UCC, and the laws of the

jurisdiction of the issuer of equity interests which may constitute UCC Collateral may affect, among other things, the exercise of remedies with respect to such equity interests and the exercise of voting or other rights with respect to such equity interests; (iv) we call to your attention that the right of the Administrative Agent to become a partner or member in any portion of the UCC Collateral consisting of a partnership interest or interest in a limited liability company may be limited by applicable law and the terms of the partnership agreement or limited liability company agreement pursuant to which the partnership or limited liability company was formed, as amended or otherwise modified from time to time, and that the only remedy may be the right to receive distributions to which the applicable Loan Party is otherwise entitled pursuant to the terms of the partnership agreement or limited liability company agreement; (v) we advise you that with respect to that portion of the UCC Collateral in which the Administrative Agent has been granted a security interest by more than one agreement, a court may limit the Administrative Agents right to choose among the rights and remedies to which it may be entitled; (vi) we express no opinion with respect to the security interest of the Administrative Agent for the benefit of the Secured Parties (other than the Lenders) to secure the Secured Obligations owed to such parties except to the extent that the Administrative Agent has been duly appointed as agent for such persons; and (vii) we express no opinion with respect to the adequacy of the description of the Collateral or the description used in the definition of Excluded Assets (as defined in the Guarantee and Security Agreement) (the Carveouts) for purposes of Sections 9-108 and 9-203 of the UCC or the effect of the Carveouts on the adequacy of the description of Collateral for purposes of Sections 9-108 and 9-203 of the UCC except with respect to such portions of the descriptions that describe a type of collateral as defined in the UCC. F. Enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors rights generally and by general principles of equity (regardless of whether enforcement is sought in equity or at law). G. We have assumed that each of the Loan Documents constitutes the valid and binding obligation of each party to such Loan Document (other than the Co-Borrowers and Guarantors to the extent expressly set forth herein) enforceable against such other party in accordance with its terms. H. We express no opinion as to the effect on the opinions expressed herein of (i) the compliance or non-compliance of any party (other than the Co-Borrowers and Guarantors to the extent expressly set forth herein) to the Loan Documents with any state, federal or other laws or regulations applicable to any of them or (ii) the legal or regulatory status or the nature of the business of any party (other than the Co-Borrowers and Guarantors to the extent expressly set forth herein) to the Loan Documents. I. We express no opinion as to the enforceability of any rights to contribution or indemnification provided for in the Loan Documents which are violative of the public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation). J. We express no opinion as to the applicability or effect of any fraudulent transfer or similar law on the Loan Documents or any transactions contemplated thereby. K. We express no opinion as to the applicability or effect of any preference or similar law on the Loan Documents or any transaction contemplated thereby. L. We express no opinion on the enforceability of any provision in a Loan Document purporting to prohibit, restrict or condition the assignment of rights under such Loan Document to the extent such restriction on assignability is ineffective pursuant to the Uniform Commercial Code. M. In the case of Section 2 of the Guarantee and Security Agreement (the Guaranty), certain of the provisions, including waivers, with respect to the Guaranty are or may be unenforceable in whole or in part, but the inclusion of such provisions does not affect the validity of the Guaranty, taken as a whole. N. We express no opinion as to the enforceability of any provision of any Loan Document to the extent it purports to waive any objection a person may have that a suit, action or proceeding has been brought in an inconvenient forum or a forum lacking subject matter jurisdiction. O. We have assumed that all conditions precedent contained in Section 4.01 of the Credit Agreement, which conditions require the delivery of documents, evidence or other items satisfactory in form, scope and/or substance to the Administrative Agent or the Lead Arrangers or the satisfaction of which is otherwise in the discretion or control of the Administrative Agent or the Lead Arrangers have been, or contemporaneously with the delivery hereof will be, fully satisfied or waived. P. To the extent that any opinion relates to the enforceability of the choice of New York law and choice of New York forum provisions of the Loan Document, our opinion is rendered in reliance upon N.Y. Gen. Oblig. Law 5-1401, 5-1402 and N.Y. CPLR 327(b) and is subject to the qualifications that such enforceability may be limited by public policy considerations of any jurisdiction, other than the courts of the State of New York, in which enforcement of such provisions, or of a judgment upon an agreement containing such provisions, is sought. Q. Certain of the remedial provisions with respect to the security contained in the Guarantee and Security Agreement may be unenforceable in whole or in part, but the inclusion of such provisions does not affect the validity of the Guarantee Security Agreement, taken as a whole, and the Guarantee and Security Agreement, taken as a whole, together with applicable law, contains adequate provisions for the practical realization of the benefits of the security; R. Except as set forth in paragraphs 10 and 11 hereof, we express no opinion with respect to the validity of any security interest.

S. We express no opinion with respect to any provision of any Loan Document to the extent it establishes a standard of care for collateral in the possession or control of the Administrative Agent to the extent such standard of care is unenforceable under Sections 1-102 and 9-207 of the UCC. T. Our opinion is subject to possible judicial action giving effect to governmental actions or foreign laws affecting creditors rights.

U. With respect to the enforceability of all obligations under the Loan Documents, we note that a U.S. federal court would award a judgment only in U.S. dollars and that a judgment of a court in the State of New York rendered in a currency other than the U.S. dollar would be converted into U.S. dollars at the rate of exchange prevailing on the date of entry of such judgment. We do not express any opinion as to the enforceability of the provisions of the Loan Documents providing for indemnity by any party thereto against any loss in obtaining the currency due to such party under the Loan Documents from a court judgment in another currency. V. We express no opinion with respect to any provision of the Credit Agreement to the extent it authorizes or permits any purchaser of a participation interest or any Affiliate of any Lender or the L/C Issuer to set-off or apply any deposit, property or indebtedness or the effect thereof on the opinions contained herein.

W. We express no opinion with respect to any provision of the Credit Agreement to the extent it excuses the issuer of a letter of credit from liability to the extent such provision is unenforceable pursuant to Section 5-103 of the Uniform Commercial Code. X. We express no opinion with respect to any laws, rules or regulations that might be implicated by reason of the healthcare industry or other specifically regulated activities or transactions of any Co-Borrower or Guarantor or any other entity, including without limitation federal or state Medicare or Medicaid program statutes or regulations, or the effect of the foregoing on the opinions herein stated. This opinion is intended solely for the benefit of the Administrative Agent and the Lenders in connection with the Credit Agreement and is not to be used by the Administrative Agent and the Lenders for any other purpose or made available to or be relied upon by any other person, firm or entity, other than any Person that becomes a Lender under the Credit Agreement after the date hereof, without our express written consent. Except as otherwise indicated, the opinions set forth herein are as of the date hereof, and we disclaim any duty to update or advise the Administrative Agent and the Lenders of facts, circumstances, events or changes in the law that may hereafter be brought to our attention even if they may affect or modify the opinions expressed herein. Respectfully Submitted, ___________________________________ COX SMITH MATTHEWS INCORPORATED

Exhibit A FINANCING STATEMENTS [See Attached.]

Exhibit B FILING OFFICES Loan Party 1. Kinetic Concepts, Inc. 2. LifeCell Corporation 3. KCI USA, Inc. 4. KCI Licensing, Inc. 5. KCI Holding Company, Inc. 6. KCI International, Inc. Filing Office Office of the Texas Secretary of State Office of the Delaware Secretary of State Office of the Delaware Secretary of State Office of the Delaware Secretary of State Office of the Delaware Secretary of State Office of the Delaware Secretary of State

Exhibit C MATERIAL AGREEMENTS AND INSTRUMENTS* 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. 25. 26. 27. 28. 29. 30. 31. 32. 33. 34. 35. 36. 37. 38. 39. 40. 41. 42. 43. 44. 45. 46. 47. 48. 49. 50. 51. 52. 53. 54. 55. 56. 57. 58. 59. 60. 61. 62. Amended and Restated Agreement Among Shareholders, dated as of January 26, 2005. KCI Employee Benefits Trust Agreement. Kinetic Concepts, Inc. Management Equity Plan effective October 2, 1997. Form of Option Instrument with respect to the Kinetic Concepts, Inc. Management Equity Plan. Standard Office Building Lease Agreement, dated July 31, 2002 between CKW San Antonio, L.P. d/b/a San Antonio CKW, L.P. and Kinetic Concepts, Inc. Toll Manufacturing Agreement, by and between KCI Manufacturing and Avail Medical Products, Inc. dated December 14, 2007. Amendment to Toll Manufacturing Agreement by and between KCI Manufacturing and Avail Medical Products, Inc. dated July 31, 2008. License Agreement, dated as of October 6, 1993, between Wake Forest University and Kinetic Concepts, Inc., as amended by that certain Amendment to License Agreement, dated as of July 1, 2000. Form of Director Indemnity Agreement. 2004 Equity Plan. 2004 Employee Stock Purchase Plan. Form of Stock Option Agreement under Amended and Restated 2003 Non-Employee Directors Stock Plan. Form of Restricted Stock Award Agreement under Amended and Restated 2003 Non-Employee Directors Stock Plan. Executive Deferred Compensation Plan. Form of KCI 2004 Equity Plan Restricted Stock Award Agreement. Form of KCI 2004 Equity Plan Nonqualified Stock Option Agreement. Form of KCI 2004 Equity Plan Restricted Stock Unit Award Agreement. Form of KCI 2004 Equity Plan International Restricted Stock Unit Award Agreement. Form of KCI 2004 Equity Plan International Stock Option Agreement. Letter, dated October 16, 2006, from Kinetic Concepts, Inc. to Catherine M. Burzik outlining the terms of her employment. Amendment Number One to the Employment Agreement by and between Kinetic Concepts, Inc. and Catherine M. Burzik, dated December 22, 2008. 2004 Equity Plan Nonqualified Stock Option Agreement between Kinetic Concepts, Inc. and Catherine M. Burzik, dated November 6, 2006. 2004 Equity Plan Restricted Stock Award Agreement between Kinetic Concepts, Inc. and Catherine M. Burzik, dated November 6, 2006. Kinetic Concepts, Inc. Compensation Policy for Outside Directors, as adopted on December 4, 2007. Executive Retention Agreement between Kinetic Concepts, Inc. and Martin J. Landon, dated February 21, 2007. Executive Retention Agreement between Kinetic Concepts, Inc. and Stephen D. Seidel, dated February 21, 2007. Addendum to Executive Retention Agreement between Kinetic Concepts, Inc. and Steve Seidel, dated February 2007. Form of 3.25% Convertible Senior Note due 2015, dated as of April 21, 2008. Indenture, dated as April 21, 2008 between Kinetic Concepts, Inc., KCI USA, Inc. and U.S. Bank National Association, as trustee. 2008 Omnibus Stock Incentive Plan. Form of Kinetic Concepts, Inc. 2008 Omnibus Stock Incentive Plan Non-Employee Director Nonqualified Stock Option Agreement. Form of Kinetic Concepts, Inc. 2008 Omnibus Stock Incentive Plan Non-Employee Director Restricted Stock Award Agreement. Form of Kinetic Concepts, Inc 2008 Omnibus Stock Incentive Plan Nonqualified Stock Option Agreement. Form of Kinetic Concepts, Inc. 2008 Omnibus Stock Incentive Plan Restricted Stock Award Agreement. Form of Kinetic Concepts, Inc. 2008 Omnibus Stock Incentive Plan Restricted Stock Unit Award Agreement. Form of Kinetic Concepts, Inc. 2008 Omnibus Stock Incentive Plan Cashless International Stock Option Agreement. Form of Kinetic Concepts, Inc. 2008 Omnibus Stock Incentive Plan International Stock Option Agreement. Form of Kinetic Concepts, Inc. 2008 Omnibus Incentive Plan International Restricted Stock Unit Award Agreement. Letter, dated June 26, 2009, from KCI to Michale C. Genau outlining the terms of his employment. Executive Retention Agreement between Kinetic Concepts, Inc. and Michael C. Genau, dated July 2009. Employment Agreement, dated April 7, 2008 by and between LifeCell Corporation and Lisa Colleran. Memorandum dated August 27, 2008, to Lisa Colleran from R. James Cravens, Senior Vice President, Human Resources, regarding the modification of her employment agreement. Letter, dated November 16, 2007, from KCI UK Holdings Limited to T.L.V. Kumar, outlining his contract of employment. Executive Retention Agreement between Kinetic Concepts, Inc. and T.L.V. Kumar, dated December 3, 2007. Addendum to Executive Retention Agreement between Kinetic Concepts, Inc. and T.L.V. Kumar, dated December 2007. 2003 Non-Employee Directors Stock Plan, as Amended and Restated on December 4, 2007. Form of Kinetic Concepts, Inc. 2004 Equity Plan International Stock Option Agreement, as amended on February 19, 2008. Form of Kinetic Concepts, Inc. 2004 Equity Plan Restricted Stock Unit Award Agreement, as amended on February 19, 2008. Form of Kinetic Concepts, Inc. 2004 Equity Plan International Restricted Stock Unit Award Agreement, as amended on February 19, 2008. Form of Kinetic Concepts, Inc. 2004 Equity Plan Nonqualified Stock Option Agreement, as amended on February 19, 2008. Form of Kinetic Concepts, Inc. 2004 Equity Plan Restricted Stock Award Agreement, as amended on February 19, 2008. Agreement and Plan of Merger, dated April 7, 2008, between Kinetic Concepts, Inc., Leopard Acquisition Sub, Inc., and LifeCell Corporation. Purchase Agreement, dated April 15, 2008, by and among Kinetic Concepts., Inc., the Initial Purchasers thereto and KCI USA, Inc., a Delaware corporation. Letter agreement re: Call Option Transaction between JPMorgan Chase Bank, National Association, London Branch and Kinetic Concepts., Inc. dated as of April 15, 2008. Letter agreement re: Call Option Transaction between Bank of America, N.A. and Kinetic Concepts., Inc. dated as of April 15, 2008. Letter agreement re: Warrants between JPMorgan Chase Bank, National Association, London Branch and the Company dated as of April 15, 2008. Letter agreement re: Warrants between Bank of America, N.A. and the Company dated as of April 15, 2008. Letter agreement re: Call Option Confirmation and Warrant Confirmation between Kinetic Concepts., Inc. and JPMorgan Chase Bank, National Association, London Branch dated as of April 15, 2008. Letter agreement re: Call Option Confirmation and Warrant Confirmation between Kinetic Concepts., Inc. and Bank of America, N.A. dated as of April 15, 2008. Letter, dated April 28, 2008, from J.P. Morgan Securities Inc. and Banc of America Securities LLC to Kinetic Concepts., Inc. advising Kinetic Concepts., Inc. of the their decision to purchase an additional $90 million aggregate principal amount of Kinetic Concepts., Inc.s 3.25% Convertible Senior Notes Due 2015. Letter, dated April 28, 2008, from JPMorgan Chase Bank, National Association addressed to Kinetic Concepts., Inc. re: Call Option Confirmation, Warrant Confirmation and Letter Agreement. Letter, dated April 28, 2008, from Bank of America, N.A. addressed to Kinetic Concepts., Inc. re: Call Option Confirmation, Warrant Confirmation and Letter Agreement.

*All documents referenced in this Exhibit C refer to the form of such documents as filed with or referenced in the Companys Annual Report on Form 10-K for the year ended December 31, 2010 filed with the SEC on February 24, 2010, with the exception of the documents listed in Items 54 through 62 of this Exhibit C.

EXHIBIT H FORM OF AFFILIATE SUBORDINATION AGREEMENT Section 1. Agreement to Subordinate. [INSERT NAME OF BORROWER]s (the Company) obligations to [INSERT NAME OF LENDER] (the Subordinated Lender) under this [INSERT NAME OF DOCUMENT] (the Subordinated Obligations) are subordinated in right of payment, to the extent and in the manner provided in this [Note/Instrument], to the prior payment of all Senior Debt. Senior Debt means the Obligations (as defined in the Credit Agreement, dated as of January 7, 2011, among Kinetic Concepts, Inc., a Texas corporation, Lifecell Corporation, a Delaware corporation, and KCI USA, Inc. a Delaware corporation, as Co-Borrowers, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and the other Lenders party thereto (the Credit Agreement), and Senior Lenders means the holders from time to time of the Senior Debt. The subordination provisions of this [Note/Instrument] are for the benefit of and enforceable by the Senior Lenders or their designated representatives. Capitalized terms used but not defined herein shall have the meanings given such terms in the Credit Agreement. Section 2. Liquidation, Dissolution, Bankruptcy. Upon any payment or distribution of the assets of the Company to creditors upon a total or partial liquidation or a total or partial dissolution of the Company or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property: (1) the Senior Lenders are entitled to receive payment in full in cash of all Senior Debt, including all interest accrued or accruing on the Senior Debt after the commencement of any bankruptcy, insolvency or reorganization or similar case or proceeding at the contract rate (including, without limitation, any contract rate applicable upon default) specified in the Credit Agreement, whether or not the claim for the interest is allowed or allowable as a claim in the case or proceeding with respect to the Senior Debt (only such payment constituting payment in full) before the Subordinated Lender will be entitled to receive any payment of principal of or interest on the Subordinated Obligations; and (2) until the Senior Debt is paid in full, any payment or distribution to which the Subordinated Lender would be entitled but for these subordination provisions shall instead be made to the Senior Lenders as their interests may appear. Section 3. Default on Senior Debt. If at any time any Event of Default (as defined in the Credit Agreement) has occurred and is continuing and the Administrative Agent notifies the Company of the effectiveness of its obligations under this Section 3 (the Effectiveness Notice), the Company shall not pay any Subordinated Obligations and the Subordinated Lender shall not take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, including, without limitation, from or by way of collateral, payment of all or any of the Subordinated Obligations. Promptly after receipt by the Company of the Effectiveness Notice, the Company shall provide a copy of such notice to the Subordinated Lender. The Administrative Agent shall, at the request of the Company at any time during which an Event of Default is no longer continuing withdraw any Effectiveness Notice previously delivered, and upon such withdrawal the Company resume making payments of the Subordinated Obligations and the Subordinated Lender may resume receiving such payments. Section 4. When Distribution Must Be Paid Over. If a payment or other distribution is made to the Subordinated Lender that because of these subordination provisions should not have been made to it, the Subordinated Lender shall hold it in trust for the Senior Lenders and pay it over to them as their interests may appear. Section 5. Subrogation. A distribution made under these subordination provisions to the Senior Lenders which otherwise would have been made to the Subordinated Lender is not, as between the Company and the Subordinated Lender, a payment by the Company on the Senior Debt. After all Senior Debt is paid in full and until the Subordinated Obligations are paid in full, the Subordinated Lender will be subrogated to the rights of the Senior Lenders to receive payments in respect of the Senior Debt. Section 6. Relative Rights; Subordination Not to Prevent Events of Default or Limit Right to Accelerate. These subordination provisions define the relative rights of the Subordinated Lender and the Senior Lenders and do not impair, as between the Company and the Subordinated Lender, the obligation of the Company, which is absolute and unconditional, to pay principal of and interest on the Subordinated Obligations in accordance with their terms; provided that so long as any Default or Event of Default (each as defined in the Credit Agreement) has occurred and is continuing, the Subordinated Lender shall not be entitled to, and waives its right to, accelerate the maturity of the Subordinated Obligations upon an Event of Default under this [Note/Instrument] or exercise any remedies upon an Event of Default under this [Note/Instrument]. The failure to make a payment on the Subordinated Obligations by reason of these subordination provisions does not prevent the occurrence of a Default or an Event of Default under this [Note/Instrument]. Section 7. Subordinated Lender Entitled to Rely. For the purpose of ascertaining the outstanding amount of the Senior Debt, the Senior Lenders, and all other information relevant to making any payment or distribution to the Senior Lenders pursuant to [Sections 1-9], the Subordinated Lender is entitled to rely upon an order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 2 above are pending, a certificate of the liquidating trustee or other person making a payment or distribution to the Subordinated Lender, or information provided by the Senior Lenders or the Agent. Section 8. Subordination May Not Be Impaired By Company. No right of any Senior Lender to enforce the subordination of the Subordinated Obligations will be impaired by any act or failure to act by the Company or by its failure to comply with [Sections 19]. Section 9. Reliance by Senior Lenders on Subordination Provisions; No Waiver. (a) The Subordinated Lender acknowledges and agrees that these subordination provisions are, and are intended to be, an inducement and a consideration to each Senior Lender, whether the Senior Debt was created or acquired before or after the incurrence of the Subordinated Obligations, to acquire or to hold the Senior Debt, and each Senior Lender will be deemed conclusively to have relied on these subordination provisions in acquiring and holding such Senior Debt. (b) Subject in all respects to the provisions of the Loan Documents, the Senior Lenders may, at any time and from time to time, without the consent of or notice to the Subordinated Lender, without incurring any liability or responsibility to the Subordinated Lender, and without impairing the rights of the Senior Lenders under these subordination provisions, do any of the following: (1) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, the Senior Debt or any instrument evidencing the same or any agreement under which the Senior Debt is outstanding or secured; (2) (3) (4) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing the Senior Debt; release any person liable in any manner for the payment of the Senior Debt; or exercise or refrain from exercising any rights against the Company and any other person

_______________________________________________________________________________________________________________________________ _____________ DISCLOSURE SCHEDULES26 to CREDIT AGREEMENT by and among KINETIC CONCEPTS, INC., LIFECELL CORPORATION, KCI USA, INC., as Co-Borrowers and BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, SWING LINE LENDER AND L/C ISSUER, AND THE LENDERS PARTY THERETO Dated January 7, 2011 _______________________________________________________________________________________________________________________________ _____________

This Disclosure Schedule and the information and disclosures contained herein are intended to qualify and limit the representations and warranties of the Co-Borrowers contained in the Credit Agreement. Inclusion of any item in this Disclosure Schedule (i) shall not be deemed an admission that such item represents a material exception or material fact, event or circumstance or that such item has or would have a Material Adverse Effect and (ii) shall not constitute, nor be deemed to be, an admission of liability concerning such item by the Co-Borrowers. Nor in such cases where a representation or warranty is qualified by a reference to materiality or Material Adverse Effect shall the disclosure of any matter in this Disclosure Schedule imply that any other undisclosed matter that has a greater value or could otherwise be deemed more significant (i) is or is reasonably likely to be material or (ii) has had or is reasonably likely to result in a Material Adverse Effect. Matters reflected in this Disclosure Schedule are not necessarily limited to matters required by the Credit Agreement to be reflected in this Disclosure Schedule. Such additional matters are for convenience of reference only and shall not be deemed to modify or influence the interpretation of the information contained in this Disclosure Schedule or the Credit Agreement.
26

SCHEDULE 1.01A EXISTING LETTERS OF CREDIT

Bank Reference WELLS FARGO KINETIC CONCEPTS INC. Kinetic Reference Beneficiary Name Issue Date Expiry Date Currency Code Issued Amt in USD Outstanding Amt in USD

00000000493510

00000000493510

NATIONAL UNION FIRE INSURANCE CO.

14 AUG 2003

10 AUG 2011

USD

7,735,040.00

5,485,040.00

00000000544722

00000000544722

NOBLE FIBER TECHNOLOGIES, LLC

20 MAY 2005

20 MAY 2011

USD

500,000.00

500,000.00

BANK OF AMERICA

00000003099565

00000003099565

ACE AMERICA INSURANCE COMPANY

USD 22 MAY 2009 08 MAY 2011

3,150,000.00

5,650,000.00

KINETIC CONCEPTS, INC. Grand Total:

11,635,040.00 11,635,040.00

SCHEDULE 1.01B IMMATERIAL SUBSIDIARIES KCI Animal Health, LLC KCI Home Medical, Inc. KCI Properties Limited KCI Real Holdings, L.L.C. KCI Real Property Limited KCI USA Real Holdings, L.L.C. Technimotion, LLC

SCHEDULE 1.01C MANDATORY COST FORMULAE 1. The Mandatory Cost (to the extent applicable) is an addition to the interest rate to compensate Multicurrency Revolving Credit Lenders for the cost of compliance with:

(a) the requirements of the Bank of England and/or the Financial Services Authority (or, in either case, any other authority which replaces all or any of its functions); or (b) 2. the requirements of the European Central Bank.

On the first day of each Interest Period (or as soon as possible thereafter) the Administrative Agent shall calculate, as a percentage rate, a rate (the Additional Cost Rate) for each Multicurrency Revolving Credit Lender, in accordance with the paragraphs set out below. The Mandatory Cost will be calculated by the Administrative Agent as a weighted average of the Multicurrency Revolving Credit Lenders Additional Cost Rates (weighted in proportion to the percentage participation of each Lender in the relevant Loan) and will be expressed as a percentage rate per annum. The Administrative Agent will, at the request of the Parent or any Multicurrency Revolving Credit Lender, deliver to the Borrower or such Lender as the case may be, a statement setting forth the calculation of any Mandatory Cost. The Additional Cost Rate for any Multicurrency Revolving Credit Lender lending from a Lending Office in a Participating Member State will be the percentage notified by that Lender to the Administrative Agent. This percentage will be certified by such Lender in its notice to the Administrative Agent to be its reasonable determination of the cost (expressed as a percentage of such Lenders participation in all Loans made from such Lending Office) of complying with the minimum reserve requirements of the European Central Bank in respect of Loans made from that Lending Office. The Additional Cost Rate for any Multicurrency Revolving Credit Lender lending from a Lending Office in the United Kingdom will be calculated by the Administrative Agent as follows: (a) in relation to any Loan in Sterling: AB+C(B-D)+E x 0.01 100 - (A+C) (b) in relation to any Loan in any currency other than Sterling: E x 0.01 300 per cent per annum per cent per annum

3.

4.

Where: A is the percentage of Eligible Liabilities (assuming these to be in excess of any stated minimum) which that Lender is from time to time required to maintain as an interest free cash ratio deposit with the Bank of England to comply with cash ratio requirements. is the percentage rate of interest (excluding the Applicable Rate, the Mandatory Cost and any interest charged on overdue amounts pursuant to Section 2.08(b)(i) and, in the case of interest (other than on overdue amounts) charged at the Default Rate, without counting any increase in interest rate effected by the charging of the Default Rate) payable for the relevant Interest Period of such Loan. is the percentage (if any) of Eligible Liabilities which that Lender is required from time to time to maintain as interest bearing Special Deposits with the Bank of England. is the percentage rate per annum payable by the Bank of England to the Administrative Agent on interest bearing Special Deposits. is designed to compensate Multicurrency Revolving Credit Lenders for amounts payable under the Fees Rules and is calculated by the Administrative Agent as being the average of the most recent rates of charge supplied by the Lenders to the Administrative Agent pursuant to paragraph 7 below and expressed in pounds per 1,000,000.

C D E

5.

For the purposes of this Schedule: (a) (b) (c) (d) Eligible Liabilities and Special Deposits have the meanings given to them from time to time under or pursuant to the Bank of England Act 1998 or (as may be appropriate) by the Bank of England; Fees Rules means the rules on periodic fees contained in the FSA Supervision Manual or such other law or regulation as may be in force from time to time in respect of the payment of fees for the acceptance of deposits; Fee Tariffs means the fee tariffs specified in the Fees Rules under the activity group A.1 Deposit acceptors (ignoring any minimum fee or zero rated fee required pursuant to the Fees Rules but taking into account any applicable discount rate); and Tariff Base has the meaning given to it in, and will be calculated in accordance with, the Fees Rules.

6.

In application of the above formulae, A, B, C and D will be included in the formulae as percentages (i.e. 5% will be included in the formula as 5 and not as 0.05). A negative result obtained by subtracting D from B shall be taken as zero. The resulting figures shall be rounded to four decimal places. If requested by the Administrative Agent or the Borrower, each Multicurrency Revolving Credit Lender with a Lending Office in the United Kingdom or a Participating Member State shall, as soon as practicable after publication by the Financial Services Authority, supply to the Administrative Agent and the Borrower, the rate of charge payable by such Lender to the Financial Services Authority pursuant to the Fees Rules in respect of the relevant financial year of the Financial Services Authority (calculated for this purpose by

7.

such Lender as being the average of the Fee Tariffs applicable to such Lender for that financial year) and expressed in pounds per 1,000,000 of the Tariff Base of such Lender. 8. Each Multicurrency Revolving Credit Lender shall supply any information required by the Administrative Agent for the purpose of calculating its Additional Cost Rate. In particular, but without limitation, each Multicurrency Revolving Credit Lender shall supply the following information in writing on or prior to the date on which it becomes a Multicurrency Revolving Credit Lender: (a) (b) the jurisdiction of the Lending Office out of which it is making available its participation in the relevant Loan; and any other information that the Administrative Agent may reasonably require for such purpose.

Each Multicurrency Revolving Credit Lender shall promptly notify the Administrative Agent in writing of any change to the information provided by it pursuant to this paragraph. 9. The percentages of each Multicurrency Revolving Credit Lender for the purpose of A and C above and the rates of charge of each Multicurrency Revolving Credit Lender for the purpose of E above shall be determined by the Administrative Agent based upon the information supplied to it pursuant to paragraphs 7 and 8 above and on the assumption that, unless a Multicurrency Revolving Credit Lender notifies the Administrative Agent to the contrary, each Multicurrency Revolving Credit Lenders obligations in relation to cash ratio deposits and Special Deposits are the same as those of a typical bank from its jurisdiction of incorporation with a lending office in the same jurisdiction as its Lending Office. The Administrative Agent shall have no liability to any Person if such determination results in an Additional Cost Rate which over- or under-compensates any Multicurrency Revolving Credit Lender and shall be entitled to assume that the information provided by any Lender pursuant to paragraphs 3, 7 and 8 above is true and correct in all respects. The Administrative Agent shall distribute the additional amounts received as a result of the Mandatory Cost to the Multicurrency Revolving Credit Lenders on the basis of the Additional Cost Rate for each Multicurrency Revolving Credit Lender based on the information provided by each Multicurrency Revolving Credit Lender pursuant to paragraphs 3, 7 and 8 above. Any determination by the Administrative Agent pursuant to this Schedule in relation to a formula, the Mandatory Cost, an Additional Cost Rate or any amount payable to a Multicurrency Revolving Credit Lender shall, in the absence of manifest error, be conclusive and binding on all parties hereto. The Administrative Agent may from time to time, after consultation with the Borrower and the Multicurrency Revolving Credit Lenders, determine and notify to all parties any amendments which are required to be made to this Schedule in order to comply with any change in law, regulation or any requirements from time to time imposed by the Bank of England, the Financial Services Authority or the European Central Bank (or, in any case, any other authority which replaces all or any of its functions) and any such determination shall, in the absence of manifest error, be conclusive and binding on all parties hereto.

10.

11.

12.

13.

SCHEDULE 2.01 COMMITMENTS Lender Bank of America, N.A. JPMorgan Chase Bank, National Association DnB Nor Bank ASA HSBC Bank USA, National Association SunTrust Bank Wells Fargo Bank, National Association The Bank of Tokyo-Mitsubishi UFJ, Ltd. BNP Paribas RBS Citizens, N.A. Sumitomo Mitsui Banking Corporation The Governor and Company of the Bank of Ireland BBVA Compass Bank Commerzbank AG, New York and Grand Cayman Branches Goldman Sachs Bank USA KeyBank National Association Regions Bank Comerica Bank Credit Industriel et Commercial Amegy Bank N.A. DZ Bank State Bank of India The Bank of Nova Scotia Branch Banking and Trust Company PNC Bank, National Association City National Bank Frost National Bank Texas Capital Bank, National Association Bank Leumi USA The Bank of East Asia, Limited, New York Branch Bank of Taiwan, New York Agency Taiwan Cooperative Bank, Los Angeles Branch Chang Hwa Commercial Bank, Ltd., Los Angeles Branch E.Sun Commercial Bank, Ltd., Los Angeles Branch East West Bank Hua Nan Commercial Bank, Ltd. Mega International Commercial Bank Co., Ltd. New York Branch Total Multicurrency US Dollar Revolving Revolving Credit Credit Commitment Commitment $40,625,000.00 $40,625,000.00 $37,510,416.67 $37,510,416.67 $37,510,416.67 $37,510,416.67 $27,083,333.33 $27,083,333.33 $27,083,333.33 $27,083,333.33 $16,250,000.00 $16,250,000.00 $16,250,000.00 $16,250,000.00 $16,250,000.00 $16,250,000.00 $16,250,000.00 $16,250,000.00 $16,250,000.00 $16,250,000.00 $16,250,000.00 $13,541,666.67 $13,541,666.67 $13,541,666.67 $10,833,333.33 $10,833,333.33 $10,833,333.33 $8,125,000.00 $8,125,000.00 $8,125,000.00 $8,125,000.00 $5,416,666.67 $5,416,666.67 $5,416,666.67 $5,416,666.67 $4,333,333.32 $ 577,958,333.34 $ 72,041,666.66 Term A Commitment $34,375,000.00 $34,375,000.00 $31,739,583.33 $31,739,583.33 $31,739,583.33 $31,739,583.33 $22,916,666.67 $22,916,666.67 $22,916,666.67 $22,916,666.67 $13,750,000.00 $13,750,000.00 $13,750,000.00 $13,750,000.00 $13,750,000.00 $13,750,000.00 $13,750,000.00 $13,750,000.00 $13,750,000.00 $13,750,000.00 $13,750,000.00 $11,458,333.33 $11,458,333.33 $11,458,333.33 $9,166,666.67 $9,166,666.67 $9,166,666.67 $6,875,000.00 $6,875,000.00 $6,875,000.00 $6,875,000.00 $4,583,333.33 $4,583,333.33 $4,583,333.33 $4,583,333.33 $3,666,666.68 $550,000,000.00 Total Commitment $75,000,000.00 $75,000,000.00 $69,250,000.00 $69,250,000.00 $69,250,000.00 $69,250,000.00 $50,000,000.00 $50,000,000.00 $50,000,000.00 $50,000,000.00 $30,000,000.00 $30,000,000.00 $30,000,000.00 $30,000,000.00 $30,000,000.00 $30,000,000.00 $30,000,000.00 $30,000,000.00 $30,000,000.00 $30,000,000.00 $30,000,000.00 $25,000,000.00 $25,000,000.00 $25,000,000.00 $20,000,000.00 $20,000,000.00 $20,000,000.00 $15,000,000.00 $15,000,000.00 $15,000,000.00 $15,000,000.00 $10,000,000.00 $10,000,000.00 $10,000,000.00 $10,000,000.00 $8,000,000.00 $1,200,000,000.00

SCHEDULE 5.03 AUTHORIZATIONS AND CONSENTS None

SCHEDULE 5.06 LITIGATION A. The following current litigation all as further described in the filed Form 10-Q for Kinetic Concepts, Inc.s fiscal quarter ending September 30, 2010: 1. Two related patent infringement suits filed by Kinetic Concepts, Inc. and its affiliates: one case against Smith & Nephew and BlueSky and a second case against Medela, for the manufacture, use and sale of negative pressure devices believed to infringe patents licensed exclusively to Kinetic Concepts, Inc. by Wake Forest University. These cases are before the Federal District Court for the Western District of Texas. In March 2010, the jury hearing the case against Smith & Nephew returned a verdict finding that the patent claims asserted against Smith & Nephew were valid, and that Smith & Nephews foam-based NPWT products infringed those patent claims. In October 2010, the Court entered an order invalidating the patent claims involved in the lawsuit, effectively overturning the jury verdict. This decision is appealable to the United States Court of Appeals for the Federal Circuit. KCI is currently evaluating its legal options, including appeal. The case against Medelas gauze-based devices remains pending, but could be impacted by the decision in the Smith & Nephew case. 2. Patent nullity suit filed by Medela AG, Mlnlycke Health Care AB and Smith & Nephew in the German Federal Patent Court against one of Wake Forest Universitys German patents licensed to Kinetic Concepts, Inc. 3. A patent infringement lawsuit filed by Kinetic Concepts, Inc. and its affiliates against Innovative Therapies, Inc. (ITI) in the U.S. District Court for the Middle District of North Carolina with respect to three Wake Forest University patents which are exclusively licensed to Kinetic Concepts, Inc., which could be impacted by the decision in the Smith & Nephew matter, particularly if KCI is not successful on a potential appeal. 4. Separate suits were also filed by KCI and its affiliates in state District Court in Bexar County, Texas, against ITI and three of its principals. These suits have been consolidated into a single case. 5. A patent infringement lawsuit filed by Kinetic Concepts, Inc. and its affiliates against Boehringer Wound Systems, LLC, Boehringer Technologies, LP, and Convatec, Inc. in the U.S. District Court for the Middle District of North Carolina with respect to Wake Forest University patents which are exclusively licensed to Kinetic Concepts, Inc. The defendants filed affirmative defenses and counterclaims alleging non-infringement, invalidity and unenforceability of the Wake Forest University patents. This case could be impacted by the decision in the Smith & Nephew matter, particularly if KCI is not successful on a potential appeal. 6. A patent infringement lawsuit filed by KCI and its affiliates against Smith & Nephew in the Federal Court of Australia, with respect to a patent licensed exclusively to Kinetic Concepts, Inc. by Wake Forest University. 7. A patent infringement lawsuit filed by Kinetic Concepts, Inc. and its affiliates against Smith & Nephew, GmbH Germany in the German District Court of Mannheim with respect to the German counterpart of two of KCIs European Patents. 8. A patent infringement action filed by Kinetic Concepts, Inc. and its affiliates against Smith & Nephew with the Paris District Court in France with respect to the French counterpart of two of KCIs European patents. 9. Suits filed against LifeCell Corporation related to the recall in September 2005 of certain human-tissue based products. 10. Suits filed against LifeCell Corporation and Kinetic Concepts, Inc., alleging personal injury and seeking monetary damages for failed hernia repair procedures using LifeCell Corporations AlloDerm product. B. See Schedule 5.07 regarding a potential dispute with Wake Forest University.

SCHEDULE 5.07 NO DEFAULT As a result of the adverse decision issued in the Smith & Nephew matter, as set forth in Schedule 5.06(1), there exists a potential dispute with respect to that certain License Agreement dated October 6, 1993, between Wake Forest University and Kinetic Concepts, Inc.

SCHEDULE 5.13 SUBSIDIARIES AND OTHER EQUITY INVESTMENTS; LOAN PARTIES PART (a): SUBSIDIARIES OF PARENT Company Name KCI Holding Company, Inc. KCI Real Holdings, L.L.C. KCI International, Inc. KCI Licensing, Inc. KCI Properties Limited KCI Real Property Limited KCI International Holding Company KCII Holdings, L.L.C. KCI USA, Inc. KCI USA Real Holdings, L.L.C. LifeCell Corporation KCI Home Medical, Inc. KCI Animal Health, LLC TechniMotion, LLC KCI Medical Canada Inc./ Fournitures Medicales KCI du Canada Inc. KCI Medical Australia Pty Ltd KCI Medical Puerto Rico, Inc. KCI KK KCI Europe Holding B.V. KCI APAC Holding Ltd KCI UK Holdings Limited KCI Medical Asia Pte. Ltd. KCI Medical B.V. KCI Medical AB KCI Medical S.r.l. KCI Austria GmbH KCI Medical GmbH Labortoratoire KCI Medical KCI Medical ApS KCI Medical South Africa Proprietary Limited KCI Clinic Spain, S.L. KCI Medical AS KCI Medical Holding GmbH KCI Medical Limited KCI Medical Limited Jurisdiction of Incorporation/ Organization Delaware Delaware Delaware Delaware Texas Texas Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Ontario Australia Puerto Rico Japan Netherlands Cayman Islands United Kingdom Singapore Netherlands Sweden Italy Austria Switzerland France Denmark South Africa Spain Norway Germany United Kingdom Ireland Ownership 100% Kinetic Concepts, Inc. 100% Kinetic Concepts, Inc. 100% KCI Holding Company, Inc. 100% KCI Holding Company, Inc. 90% KCI Real Holdings, L.L.C. 10% KCI USA Real Holdings LLC 90% KCI Real Holdings, L.L.C. 10% KCI USA Real Holdings LLC 100% KCI International, Inc. 100% KCI International, Inc. 100% KCI Licensing, Inc. 100% KCI USA, Inc. 100% Kinetic Concepts, Inc. 100% KCI USA, Inc. 100% KCI USA, Inc. 100% KCI USA, Inc. 100% KCI International, Inc. 100% KCI International, Inc. 100% KCI International, Inc. 100% KCI International, Inc. 100% Medical Holdings Limited 100% KCI Medical Resources 100% KCI Europe Holding B.V. 100% KCI APAC Holding Ltd 100% KCI UK Holdings Limited 100% KCI UK Holdings Limited 100% KCI UK Holdings Limited 100% KCI UK Holdings Limited 100% KCI UK Holdings Limited 100% KCI UK Holdings Limited 100% KCI UK Holdings Limited 100% KCI UK Holdings Limited 100% KCI UK Holdings Limited 100% KCI UK Holdings Limited 100% KCI UK Holdings Limited 100% KCI UK Holdings Limited 100% KCI UK Holdings Limited

KCI Medical Belgium BVBA KCI Medizinprodukte GmbH KCI Medical Products (UK) Ltd KCI Polymedics BVBA Medical Holdings Limited

Belgium Germany United Kingdom Belgium Malta

100% KCI UK Holdings Limited 100 % KCI Medical Holding GmbH 100% KCI Medical Limited 74% KCI Medical Belgium BVBA 26% KCI UK Holdings Limited Class A Stock 100% KCI Medical Resources Class B Stock 100% KCI APAC Holding Ltd

KCI Medical Holdings Unlimited KCI Manufacturing

Cayman Islands Ireland

100% Medical Holdings Limited A Ordinary Shares 100% Medical Holdings Limited B Ordinary Shares 100% KCI Medical Holdings Unlimited

KCI MS Unlimited KCI Medical Resources

Cayman Islands Ireland

100% KCI International, Inc. A Ordinary Shares 22.196% KCI International Holding Company 0.865% KCII Holdings, L.L.C. 76.939% KCI International, Inc. B Ordinary Shares 100% KCI MS Unlimited

KCI Medical United Kingdom Limited KCI Hong Kong Holding Limited KCI New Zealand Unlimited LifeCell Canada Inc. KCI Medical (China) Co., Ltd. KCI Medical Middle East & Africa FZE KCI Medical India Private Limited KCI Hungary Kft. PART (a): OTHER EQUITY INVESTMENTS Company Name Novadaq Technologies Inc. Stryker Corporation Hill-Rom Holdings, Industries) Inc. (fka Hillenbrand

United Kingdom Hong Kong New Zealand Canada China Dubai India Hungary

100% KCI Medical Limited 100% KCI APAC Holding Ltd. 100% KCI APAC Holding Ltd 100% LifeCell Corporation 100% KCI Hong Kong Holding Limited 100% KCI Europe Holding B.V. 99.9% KCI Medical Asia Pte Ltd 0.1% KCI APAC Holding Ltd 100% KCI Europe Holding B.V.

Jurisdiction of Incorporation/ Organization Canada Michigan Indiana

Equity Ownership 281,653 common shares 1,200 common shares 200 common shares

PART (b): COMPLETE AND ACCURATE LIST OF ALL LOAN PARTIES AND ALL SUBSIDIARIES OF WHOSE EQUITY INTERESTS ARE REQUIRED TO BE PLEDGED ON CLOSING DATE Domestic Stock Grantor Kinetic Concepts, Inc. Kinetic Concepts, Inc. Kinetic Concepts, Inc. KCI Holding Company, Inc. KCI Holding Company, Inc. KCI Licensing, Inc. KCI USA, Inc. KCI USA, Inc. KCI USA, Inc. KCI USA, Inc. Issuer KCI Holding Company, Inc. KCI Real Holdings, L.L.C. LifeCell Corporation KCI International, Inc. KCI Licensing, Inc. KCI USA, Inc. KCI USA Real Holdings, L.L.C. KCI Home Medical, Inc. KCI Animal Health, LLC TechniMotion, LLC Class of Equity Interest Common Membership Interests Common Common Common Common Membership Interests Common Membership Interests Membership Interests Par Value Certificate No(s). $0.01 1 -Not Certificated $0.01 02 $0.001 3 $0.01 1 $0.10 4 -Not Certificated $0.01 1 -Not Certificated -Not Certificated Number of Percentage Shares of Outstanding Shares 3,000 100% -100% 100 100% 1,000,000 100% 1,000 100% 2,000 100% -100% 1,000 100% -100% -100%

Foreign Stock Grantor Class of Equity Interest KCI International, Inc.KCI Medical Canada Inc./Fournitures Medicales KCI du Canada Common Inc. Preference Preference KCI International, Inc.KCI Medical Australia Pty Ltd Ordinary KCI International, Inc.KCI Medical Puerto Rico, Inc. Common Issuer KCI International, Inc.KCI KK KCI International, Inc.KCI Medical Resources LifeCell Corporation LifeCell Canada Inc. Number ofPercentage Par ValueCertificateShares of Outstanding No(s). Shares -C-4 81,477.5 65% -P-2 1,605,240 65% -P-4 864,360 35% $1.00 12 10,790,000 65% $100.00 4 32 64% ___* 1% Common -Z001 2,600 37% Z002 1,950 28% A Ordinary Shares$0.01 5 65,000 65% Common -C-2 0.65 65%

*Pursuant to the Post Closing Letter, a newly issued certificate representing an additional 1% of outstanding shares will be delivered post-closing.

SCHEDULE 5.18 INTELLECTUAL PROPERTY MATTERS Matters Related to Wake Forest Universitys U.S. Patents In 2007, requests for ex-parte reexamination of certain claims among five patents owned and licensed by Kinetic Concepts, Inc. were granted by the U.S. Patent and Trademark Office (USPTO), including four V.A.C. Therapy patents licensed from Wake Forest University. Not all the claims in the patents are under reexamination. The USPTO issued certificates of re-examination confirming the validity of three of the Wake Forest University patents. The USPTO issued a formal Office Action confirming the validity of all claims of the fourth Wake Forest University patent, which is now being appealed. See also matters disclosed on Schedule 5.06.

SCHEDULE 6.12 GUARANTORS KCI Holding Company, Inc. KCI International, Inc. KCI Licensing, Inc.

SCHEDULE 7.01 EXISTING LIENS To the extent constituting Liens, the financing statements evidencing the following operating leases: 1. Lease Agreement between Kinetic Concepts, Inc. and Gelco Corporation dba GE Capital Fleet Service as evidenced by TX UCC 01-030630 filed 2/20/2001 as continued by TX UCC 05-00373728 filed 12/06/05. 2. Lease Agreement between Kinetic Concepts, Inc. and Gelco Corporation dba GE Capital Fleet Service as evidenced by TX UCC 02-0029389962 filed 5/09/02 as continued by TX UCC 07-00058947 filed 02/20/07. 3. Lease Agreement between Kinetic Concepts, Inc. and Gelco Corporation dba GE Capital Fleet Service as evidenced by TX UCC 02-0029390116 filed 5/09/02 as continued by TX UCC 07-00058950 filed 02/20/2007. 4. Lease Agreement between Kinetic Concepts, Inc. and Gelco Corporation dba GE Capital Fleet Service as evidenced by TX UCC 02-0029390227 filed 05/09/2002 as continued by TX UCC 07-00058896 filed 02/20/2007. 5. Lease Agreement between Kinetic Concepts, Inc. and Gelco Corporation dba GE Capital Fleet Service as evidenced by TX UCC 02-0029390338 filed 05/09/2002 as continued by TX UCC 07-00058944 filed 02/20/2007. 6. Lease Agreement between Kinetic Concepts, Inc. and Gelco Corporation dba GE Capital Fleet Service as evidenced by TX UCC 02-0029390449 filed 05/09/2002 as continued by TX UCC 07-00058878 filed 02/20/2007. 7. Lease between Kinetic Concepts, Inc. and Gelco Corporation dba GE Capital Fleet Service as evidenced by TX UCC 02-0029391137 filed 05/09/2002 as continued by TX UCC 07-00058870 filed 02/20/2007. 8. Lease Agreement between Kinetic Concepts, Inc. and Gelco Corporation dba GE Capital Fleet Service as evidenced by TX UCC 02-0029391248 filed 05/09/2002 as continued by TX UCC 07-00058941 filed 02/20/2007. 9. Lease Agreement between Kinetic Concepts, Inc. and Gelco Corporation dba GE Capital Fleet Service as evidenced by TX UCC 02-0029391460 as continued by TX UCC 07-00058881 filed 02/20/2007. 10. Lease Agreement between Kinetic Concepts, Inc. and Gelco Corporation dba GE Capital Fleet Service as evidenced by TX UCC 02-0029528038 filed 05/10/2002 as continued by TX UCC 07-00058952 filed 02/20/2007. 11. Lease Agreement between Kinetic Concepts, Inc. and Gelco Corporation dba GE Capital Fleet Service as evidenced by TX UCC 02-0029528361 filed 05/10/2002 as continued by TX UCC 07-00058871 filed 02/20/2007. 12. Lease Agreement between Kinetic Concepts, Inc. and Gelco Corporation dba GE Capital Fleet Service as evidenced by TX UCC 02-0029529382 filed 05/10/2002 as continued by TX UCC 07-00058875 filed 02/20/2007. 13. Lease Agreement between Kinetic Concepts, Inc. and Gelco Corporation dba GE Capital Fleet Service as evidenced by TX UCC 02-0029529493 filed 05/10/2002 as continued by TX UCC 07-00058890 filed 02/20/2007. 14. Lease Agreement between Kinetic Concepts, Inc. and Gelco Corporation dba GE Capital Fleet Service as evidenced by TX UCC 02-0029529504 filed 05/10/2002 as continued by TX UCC 07-00058938 filed 02/20/2007. 15. Lease Agreement between Kinetic Concepts, Inc. and Gelco Corporation dba GE Capital Fleet Service as evidenced by TX UCC 02-0029529837 filed 05/10/2002 as continued by TX UCC 07-00058933 filed 02/20/2007. 16. Lease Agreement between Kinetic Concepts, Inc. and Gelco Corporation dba GE Capital Fleet Service as evidenced by TX UCC 02-0029529948 filed 05/10/2002 as continued by TX UCC 07-00058932 filed 02/20/2007. 17. Lease Agreement between Kinetic Concepts, Inc. and Gelco Corporation dba GE Capital Fleet Service as evidenced by TX UCC 02-0029530081 filed 05/10/2002 as continued by TX UCC 07-00058892 filed 02/20/2007. 18. Lease Agreement between Kinetic Concepts, Inc. and Gelco Corporation dba GE Capital Fleet Service as evidenced by TX UCC 02-0029530647 filed 05/10/2002 as continued by TX UCC 07-00058951 filed 02/20/2007. 19. Lease Agreement between Kinetic Concepts, Inc. and Gelco Corporation dba GE Capital Fleet Service as evidenced by TX UCC 02-0029533044 filed 05/10/2002 as continued by TX UCC 07-00058940 filed 02/20/2007. 20. Lease Agreement between Kinetic Concepts, Inc. and Gelco Corporation dba GE Capital Fleet Service as evidenced by TX UCC 02-0029533155 filed 05/10/2002 as continued by TX UCC 07-00058939 filed 02/20/2007. 21. Lease Agreement between Kinetic Concepts, Inc. and Gelco Corporation dba GE Capital Fleet Service as evidenced by TX UCC 02-0029533266 filed 05/10/2002 as continued by TX UCC 07-00058865 filed 02/20/2007. 22. Lease Agreement between Kinetic Concepts, Inc. and Gelco Corporation dba GE Capital Fleet Service as evidenced by TX UCC 02-0029533377 filed 05/10/2002 as continued by TX UCC 07-00058885 filed 02/20/2007. 23. Lease Agreement between Kinetic Concepts, Inc. and Gelco Corporation dba GE Capital Fleet Service as evidenced by TX UCC 02-0029533488 filed 05/10/2002 as continued by TX UCC 07-00058936 filed 02/20/2007. 24. Lease Agreement between Kinetic Concepts, Inc. and Gelco Corporation dba GE Capital Fleet Service as evidenced by TX UCC 02-0029533599 filed 05/10/2002 as continued by TX UCC 07-00058888 filed 02/20/2007. 25. Lease Agreement between Kinetic Concepts, Inc. and Gelco Corporation dba GE Capital Fleet Service as evidenced by TX UCC 02-0029533600 filed 05/10/2002 as continued by TX UCC 07-00058943 filed 02/20/2007. 26. Lease Agreement between Kinetic Concepts, Inc. and Gelco Corporation dba GE Capital Fleet Service as evidenced by TX UCC 02-0029533711 filed 05/10/2002 as continued by TX UCC 07-00058861 filed 02/20/2007. 27. Lease Agreement between Kinetic Concepts, Inc. and Gelco Corporation dba GE Capital Fleet Service as evidenced by TX UCC 02-0029533822 filed 05/10/2002 as continued by TX UCC 07-00058948 filed 02/20/2007. 28. Lease Agreement between Kinetic Concepts, Inc. and Gelco Corporation dba GE Capital Fleet Service as evidenced by TX UCC 02-0029533933 filed 05/10/2002 as continued by TX UCC 07-00058887 filed 02/20/2007. 29. Lease Agreement between Kinetic Concepts, Inc. and Gelco Corporation dba GE Capital Fleet Service as evidenced by TX UCC 02-0029534065 filed 05/10/2002 as continued by TX UCC 07-00058945 filed 02/20/2007. 30. Lease Agreement between Kinetic Concepts, Inc. and Gelco Corporation dba GE Capital Fleet Service as evidenced by TX UCC 02-0029534287 filed 05/10/2002 as continued by TX UCC 07-00058894 filed 02/20/2007. 31. Lease Agreement between Kinetic Concepts, Inc. and Gelco Corporation dba GE Capital Fleet Service as evidenced by TX UCC 02-0029534398 filed 05/10/2002 as continued by TX UCC 07-00058898 filed 02/20/2007. 32. Lease Agreement between Kinetic Concepts, Inc. and Gelco Corporation dba GE Capital Fleet Service as evidenced by TX UCC 02-0029534510 filed 05/10/2002 as continued by TX UCC 07-00058858 filed 02/20/2007. 33. Lease Agreement between Kinetic Concepts, Inc. and Gelco Corporation dba GE Capital Fleet Service as evidenced by TX UCC 02-0029534621 filed 05/10/2002 as continued by TX UCC 07-00058897 filed 02/20/2007. 34. Lease Agreement between Kinetic Concepts, Inc. and Gelco Corporation dba GE Capital Fleet Service as evidenced by TX UCC 02-0030458749 filed 05/17/2002 as continued by TX UCC 07-00058868 filed 02/20/2007. 35. Lease Agreement between Kinetic Concepts, Inc. and Gelco Corporation dba GE Capital Fleet Service as evidenced by TX UCC 03-0012189832 filed 12/30/2002 as continued by TX UCC 07-00310772 filed 09/11/2007. 36. Lease Agreement between Kinetic Concepts, Inc. and Gelco Corporation dba GE Capital Fleet Service as evidenced by TX UCC 03-0019079100 filed 03/03/2003 as continued by TX UCC 07-00346555 filed 10/09/2007. 37. Leases covering a TC02M Model 860 Transcutaneous Monitor with accessories S.N. 1287, 1429.1457 granted by Kinetic Concepts, Inc. to Republic Bank as evidenced by TX UCC 05-0034478172 filed 11/07/2005.

38. Lease covering xCELLigence DP System Serial #32-1-0904-1074-1 granted by Kinetic Concepts, Inc. to Roche Diagnostics Corporation as evidenced by TX UCC 10-0008574126 filed 3/26/2010. 39. Lease Agreement Number SFL-1016 by and between KCI USA, Inc. and Leasenet Group, LLC, dated July 10, 2006 as evidenced by Delaware UCC 6294271 2 filed 8/23/2006. 40. Lease covering 1 used Toyota Forklift 7BN25251FSV S/N 50218 and 1 used Toyota Forklift 7FBCU 25 S/N 66314 granted by KCI USA, Inc. to Wells Fargo Bank, N.A. as evidenced by DE UCC 09-3749808 filed 11/23/2009. 41. Lease granted by KCI USA, Inc. to U.S. Bancorp as evidenced by DE UCC 10-2781577 filed 8/10/2010. 42. Lease Agreement between LifeCell Corporation and IOS Capital as evidenced by DE UCC 63997947 filed 11/16/2006. 43. Lease Agreement between LifeCell Corporation and IOS Capital as evidenced by DE UCC 64096855 filed 11/23/2006. 44. Leases granted by MedClaim Inc. (which entity merged into KCI USA, Inc. on 12/29/2005) to Duke Energy Corporation as evidenced by NC UCC 20040022303 and filed 3/08/04. To the extent constituting Liens, the financing statement evidencing the following consignment agreement: 1. The consignment of inventory by and between Kinetic Concepts, Inc. and Hagemeyer North America, Inc. as evidenced by TX UCC 05-0016345034.

SCHEDULE 7.02 EXISTING INDEBTEDNESS I. Capitalized Leases

Indebtedness in respect to Capitalized Leases held by Foreign Subsidiaries: Nov-10 Capitalized Leases as of November 30, 2010 Future obligations for Capital Leases Payments due within 12 months Payments due 13 to 24 months Payments due 25 to 36 months Payments due 37 to 48 months Payments due 49 to 60 months Payments due over 60 months Total future obligations Less amount representing interest Net future minimum lease payments ex interest Present value of capital lease payments ex interest Current portion Non Current portion $232,569 $82,174 $8,307 $0.00 $0.00 $0.00 $323,050 ($48,046) $275,004 $275,004 $197,980 $77,024 $275,004

II. Other Indebtedness To the extent constituting Indebtedness, obligations under the operating leases described in Schedule 7.01.

SCHEDULE 7.03 EXISTING INVESTMENTS 1. KCI USA, Inc. owns a beneficial interest in a trust created pursuant to the terms of the Trust Agreement (Federal Express 1991-A), dated as of September 29, 1993, as amended by the First Amendment of Trust Agreement, dated as of December 29, 1994 (as amended, the "Trust Agreement"). The Trust Agreement provides that the trust estate consists of one McDonnell Douglas DC-10-30F Aircraft, Manufacturer's Serial No. 47835, U.S. Registration No. N320FE and three General Electric Model CF6-5OC2 Engines, Manufacturer's Serial Nos. 455311, 455720 and 455705. KCI USA, Inc. owns a beneficial interest in a trust created pursuant to the terms of the Trust Agreement (Federal Express 1991-B), dated as of September 29, 1993, as amended by the First Amendment of Trust Agreement, dated as of December 30, 1996 (as amended, the "Trust Agreement"). The Trust Agreement provides that the trust estate consists of one McDonnell Douglas DC-10-30CF Aircraft, Manufacturer's Serial No. 47836, U.S. Registration No. N321FE and three General Electric Model CF6-5OC2 Engines, Manufacturer's Serial Nos. 528146, 455217 and 455900. The aggregate book value of the KCI USA, Inc.'s interest in these trusts is $7,400,000. 2. The Convertible Note Hedge. 3. See also investments disclosed on Schedule 5.13 Part (a): Other Equity Investments.

SCHEDULE 7.08 TRANSACTIONS WITH AFFILIATES

None

SCHEDULE 7.09 BURDENSOME AGREEMENTS

None

SCHEDULE 10.02 ADMINISTRATIVE AGENTS OFFICE, CERTAIN ADDRESSES FOR NOTICES BORROWER: Kinetic Concepts, Inc. 8023 Vantage Drive San Antonio, TX 78230 Attention: Kent Tuholsky Telephone: 210.255.6547 Telecopier: 210.515.7357 Electronic Mail: Kent.Tuholsky@kci1.com Website Address: www.kci1.com ADMINISTRATIVE AGENT: Administrative Agents Office (for payments and Requests for Credit Extensions): Bank of America, N.A. 901 Main Street Mail Code: TX1-492-14-14 Dallas, TX 75202-3714 Attention: Jacqueline Jones Telephone: 214.209.9254 Telecopier: 214.290.9439 Electronic Mail: jacqueline.r.jones@baml.com Account No.: 1291000883 Ref: Kinetic Concepts, Inc. ABA& 026009593 Other Notices as Administrative Agent: Bank of America, N.A. Agency Management 901 Main Street Mail Code: TX1-492-14-14 Dallas, TX 75202-3714 Attention: Anthony Kell Telephone: 214.209.4124 Telecopier: 214.290.9422 Electronic Mail: anthony.kell@baml.com L/C ISSUER: Bank of America, N.A. Trade Operations 1000 W Temple Street Mail Code: CA9-705-07-05 Los Angeles, CA 90012-1514 Attention: Tai Anh Lu Telephone: 213.481.7840 Telecopier: 213.457.8841 Electronic Mail: tai_anh.lu@bankofamerica.com SWING LINE LENDER: Bank of America, N.A. 901 Main Street Mail Code: TX1-492-14-14 Dallas, TX 75202-3714 Attention: Jacqueline Jones Telephone: 214.209.9254 Telecopier: 214.290.9439 Electronic Mail: jacqueline.r.jones@baml.com Account No.: 1291000883 Ref: Kinetic Concepts, Inc. ABA& 026009593

Exhibit 21.1

Kinetic Concepts, Inc. List of Subsidiaries December 31, 2010 Name KCI Medical Australia PTY Ltd. KCI Austria GmbH KCI Medical Belgium KCI Polymedics KCI Medical Canada Inc. LifeCell Canada Inc. KCI APAC Holding Ltd KCI Medical Holdings Unlimited KCI MS Unlimited KCI Medical (China) Co., Ltd. KCI USA, Inc. KCI Licensing, Inc. KCI Holding Co., Inc. KCI Real Holdings, L.L.C. KCI USA Real Holdings, L.L.C. KCI International Holdings Company, Inc. KCII Holdings, L.L.C. KCI International, Inc. KCI Home Medical, Inc. LifeCell Corporation KCI Animal Health LLC Technimotion LLC KCI Medical ApS KCI Medical Middle East & Africa FZE Laboratoire KCI Mdical KCI Medical Holding GmbH KCI Medizinprodukte GmbH KCI Hong Kong Holding Limited KCI Hungary Kft. KCI Medical India Private Limited KCI Medical Limited KCI Manufacturing KCI Medical Resources KCI Medical S.r.l. KCI KK Medical Holdings Limited KCI Europe Holding B.V. KCI Medical B.V. KCI New Zealand Unlimited KCI Medical AS KCI Medical Puerto Rico, Inc. KCI Medical Asia Pte. Ltd. KCI Medical South Africa (Proprietary) Limited KCI Clinic Spain, S.L. KCI Medical AB KCI Medical GmbH KCI Real Properties Ltd KCI Properties Ltd The Kinetic Concepts Foundation KCI Medical United Kingdom Limited KCI Medical Limited KCI UK Holdings Limited KCI Medical Products (UK) Limited Jurisdiction Australia Austria Belgium Belgium Canada Canada Cayman Islands Cayman Islands Cayman Islands China Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Denmark Dubai France Germany Germany Hong Kong Hungary India Ireland Ireland Ireland Italy Japan Malta The Netherlands The Netherlands New Zealand Norway Puerto Rico Singapore South Africa Spain Sweden Switzerland Texas Texas Texas United Kingdom United Kingdom United Kingdom United Kingdom

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements: 1. 2. 3. 4. 5. Registration Statement (Form S-8 No. 333-151649) pertaining to the Kinetic Concepts, Inc. 2008 Omnibus Stock Incentive Plan. Registration Statement (Form S-8 No.333-114010) pertaining to the Kinetic Concepts, Inc. 2004 Employee Stock Purchase Plan. Registration Statement (Form S-8 No. 333-115254) pertaining to the Kinetic Concepts, Inc. 2003 Non-Employee Directors Stock Plan. Registration Statement (Form S-8 No. 333-35345) pertaining to the Kinetic Concepts, Inc. 1997 Stock Incentive Plan. Registration Statement (Form S-8 No. 333-24197) pertaining to the 1997 Employee Stock Purchase Plan of Kinetic Concepts, Inc.

of our reports dated March 1, 2011, with respect to the consolidated financial statements and schedule of Kinetic Concepts, Inc. and subsidiaries, and the effectiveness of internal control over financial reporting of Kinetic Concepts, Inc., included in this Annual Report (Form 10-K) of Kinetic Concepts, Inc. for the year ended December 31, 2010. /s/ Ernst & Young, LLP San Antonio, Texas March 1, 2011

Exhibit 31.1 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER (PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002) I, Catherine M. Burzik, certify that: 1. I have reviewed this Annual Report on Form 10-K of Kinetic Concepts, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. Date: March 1, 2011 /s/ Catherine M. Burzik Catherine M. Burzik President and Chief Executive Officer

Exhibit 31.2 CERTIFICATION OF THE CHIEF FINANCIAL OFFICER (PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002) I, Martin J. Landon, certify that: 1. I have reviewed this Annual Report on Form 10-K of Kinetic Concepts, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. Date: March 1, 2011 /s/ Martin J. Landon Martin J. Landon Executive Vice President and Chief Financial Officer

Exhibit 32.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Kinetic Concepts, Inc. (the "Company") on Form 10-K for the year ended December 31, 2010 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Catherine M. Burzik, as Chief Executive Officer of the Company, and Martin J. Landon, as Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of their knowledge, respectively, that (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: March 1, 2011 /s/ Catherine M. Burzik Catherine M. Burzik President and Chief Executive Officer /s/ Martin J. Landon Martin J. Landon Executive Vice President and Chief Financial Officer