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Kinetic Concepts, Inc. (NYSE: KCI) Reference is hereby made to the Indenture, dated as of April 21, 2008 (the "
Indenture"), by and among Kinetic Concepts, Inc. (the "
Company"), KCI USA, Inc., and U.S. Bank National Association, as trustee (in such capacity, the "
Trustee"), relating to the Company's 3.25% Convertible Senior Notes due 2015 (CUSIP No. 49460WAF6) (the "
Notes"). The Trustee also serves as Paying Agent under the Indenture. All capitalized terms used but not defined in this notice shall have the meanings ascribed to such terms in the Indenture. All summaries of provisions of the Indenture contained herein are subject in all respects to the provisions of the Indenture to which they relate. A copy of the Indenture was included as an exhibit to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission (the "
SEC") on April 22, 2008, which is available on the SEC's website at
This Fundamental Change Company Notice and Notice of Execution of Supplemental Indenture is given by the Company pursuant to the provisions of Sections 16.02 and. 15.06(a) of the Indenture. A Fundamental Change occurred on November 4, 2011, due to the merger on such date of Chiron Merger Sub, Inc., a Texas corporation, with and into the Company, with the Company continuing as the surviving entity (the “
Merger”). Accordingly, pursuant to Section 16.02 of the Indenture, on or before November 30, 2011 (the “
Fundamental Change Purchase Date”), each Noteholder shall, subject to certain conditions, have the right by giving notice as stated herein, to require the Company to purchase all of such Noteholder’s Notes, or any portion thereof that is a multiple of $1,000 principal amount, on the Fundamental Change Purchase Date, at a price equal to 100% of the principal amount thereof, together with accrued and unpaid interest to but excluding the Fundamental Change Purchase Date, which equals approximately $1,003.97 for each $1,000 in principal amount of Notes (the “
Fundamental Change Purchase Price”). The Fundamental Change Purchase Price will be paid in cash.
Payment of the Fundamental Change Purchase Price will be made in cash by the Paying Agent on the Fundamental Change Purchase Date upon presentation and surrender of Notes at the address set forth below under “Manner of Purchase.” On the Fundamental Change Purchase Date, assuming the Paying Agent holds money sufficient to make payment on all the Notes or portions thereof that are to be repurchased as a result of the corresponding Fundamental Change, then (i) such Notes will cease to be outstanding, (ii) interest will cease to accrue on such Notes, and (iii) all other rights of the holders of such Notes will terminate (other than the right to receive the Fundamental Change Purchase Price and previously accrued but unpaid interest, including Additional Interest, if any, upon delivery of the Notes), whether or not book-entry transfer of the Notes has been made or the Notes have been delivered to the Trustee or Paying Agent.