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 www.sec.gov.

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.

Upon receipt by the Paying Agent of a notice delivered electronically or by other means in accordance with the Depositary’s customary procedures or a Fundamental Change Purchase Notice, a form of which is attached to the Notes, the holder of the Note in respect of which such notice is given will, unless such notice is validly withdrawn, thereafter be entitled to receive solely the Fundamental Change Purchase Price with respect to such Note. Any Notes as to which a Fundamental Change Purchase Notice has been given by the Noteholder may only be converted only if the applicable Fundamental Change Purchase Notice has been withdrawn by the Noteholder as described below under “Notice of Withdrawal.”

Holders who deliver their Notes and Fundamental Change Purchase Notice to the Paying Agent and do not withdraw such notice prior to the Withdrawal Date identified below will not be permitted to convert their Notes and will not receive the increase in the Conversion Rate “in connection with” a Make-Whole Fundamental Change, to which they may otherwise be entitled, as contemplated in Section 2.02 of the First Supplemental Indenture. See “Conversion Rights” below.

Noteholders should take note of the following important dates in connection with this Notice:
Date Calendar Date Event
Expiration Date November 29, 2011 The last day for Noteholders to elect to require the purchase of Notes and deliver Notes pursuant to this Notice.
Withdrawal Date November 29, 2011 The last day for Noteholders to validly withdraw elections to require the purchase and delivery of Notes.
Fundamental Change Purchase Date November 30, 2011 The Company accepts all elections to require the purchase of Notes validly delivered prior to the Expiration Date and not validly withdrawn. The Company notifies the Paying Agent that such elections and delivered Notes are accepted for repurchase and payment.
The Paying Agent pays each electing Noteholder who has delivered the Notes prior to this date the Fundamental Change Purchase Price in cash for all of the Notes delivered by such Noteholder.

Neither the Company nor the Trustee and Paying Agent make any recommendation as to whether Noteholders should elect to require the Company to purchase their Notes.

MANNER OF PURCHASE

The repurchase of a Note pursuant to this notice will be made, at the option of the Noteholder, upon :

(i) delivery to the Paying Agent by the Noteholder of a written notice (or in the case of Global Securities, a notice delivered electronically or by other means in accordance with the Depositary’s customary procedures) of repurchase (a “ Fundamental Change Purchase Notice”), a form of which is attached to the Notes, at any time prior to the close of business on the Expiration Date stating:

(A) if certificated, the certificate numbers of the Notes to be delivered for repurchase or if the Notes are not in certificated form, the Fundamental Change Purchase Notice must comply with the appropriate Depositary procedures;

(B) the portion of the principal amount of the Notes to be repurchased, which must be $1,000 or an integral multiple thereof; and

(C) that the Notes are to be repurchased by the Company pursuant to the applicable provisions of the Notes and the Indenture; and

(ii) delivery or book-entry transfer of such Notes to the Paying Agent at any time after delivery of the Fundamental Change Purchase Notice (together with all necessary endorsements and in compliance with any applicable Depositary requirements) at the offices of the Paying Agent, such delivery being a condition to receipt by the Noteholder of the Fundamental Change Purchase Price therefor; provided, however, that such Fundamental Change Purchase Price will be paid only if the Note so delivered to the Paying Agent conforms in all respects to the description thereof in the related Fundamental Change Purchase Notice, as determined by the Company.

NOTICE OF WITHDRAWAL

Notwithstanding anything to the contrary in this notice, a Fundamental Change Purchase Notice may be withdrawn by a Noteholder by means of a written notice of withdrawal delivered to the Corporate Trust Office of the Paying Agent in accordance with the procedures specified Section 16.03 of the Indenture at any time prior to the close of business on the Withdrawal Date, specifying:

(i) the principal amount of the Note with respect to which such notice of withdrawal is being submitted; and

(ii) if certificated, the certificate number, if any, of the Note in respect of which such notice of withdrawal is being submitted or if the notes are not in certificated form, the notice must comply with the appropriate procedures of the Depositary; and

(iii) the principal amount, if any, of such Note that remains subject to the original Fundamental Change Purchase Notice, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000.

The Paying Agent will promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notice or written notice of withdrawal thereof.

CONVERSION RIGHTS

Noteholders that do not elect to require the Company to purchase their Notes will maintain the right to convert their Notes into cash until 5:00 p.m. New York City time on November 29, 2011 upon the terms and subject to the conditions of the Indenture. Pursuant to the First Supplemental Indenture, dated as of November 4, 2011, entered into between the Company, KCI USA, Inc. and the Trustee in connection with the Merger (the “ First Supplemental Indenture”), each holder of a Note has the right, upon conversion of such Note, to receive an amount of cash equal to $1,456.30 per $1,000 aggregate principal amount of Notes (the “ Conversion Value”). This amount is based upon a Conversion Rate of 21.2598, which includes a Conversion Rate increase of 1.7834 corresponding to the Make Whole Conversion Rate Adjustment. The Conversion Value is fixed as of the date of the Merger and is not subject to further adjustment.

In order to receive the Conversion Value, such holder must, prior to 5:00 p.m. New York City time on November 30, 2011:

(i) in the case of a Global Note, comply with the procedures of the Depositary in effect at that time; and

(ii) in the case of a Note issued in certificated form:

(A) complete and manually sign the conversion notice on the back of the Note, or a facsimile thereof (a “ Notice of Conversion”),

(B) deliver the Notice of Conversion, which shall be irrevocable, to the Conversion Agent at the office of the Conversion Agent and shall state in writing therein the principal amount of Notes to be converted,

(C) if required, furnish appropriate endorsements and transfer documents, and

(D) surrender such Notes, duly endorsed to the Company or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Conversion Agent.

Any Notes as to which a Fundamental Change Purchase Notice has been given may be converted pursuant to the foregoing only if the applicable Fundamental Change Purchase Notice has been withdrawn in accordance with the terms of the Indenture, which are described above.

PAYING AGENT

The name and address of the Paying Agent are as follows:

U.S. Bank National Association
If by Mail:
U.S. Bank National Association
60 Livingston Avenue
St. Paul, MN 55107-2292
Attn: Specialized Finance

For further information call: (800) 934-6802.

CONVERSION AGENT

The name and address of the Conversion Agent are as follows:

U.S. Bank National Association
If by Mail:
U.S. Bank National Association
60 Livingston Avenue
St. Paul, MN 55107-2292
Attn: Specialized Finance

For further information call: (800) 934-6802.

Delivery of this Fundamental Change Purchase Notice and all other required documents to an address other than as set forth above does not constitute valid delivery. Delivery of documents to the Depositary or the Company does not constitute delivery to the Paying Agent or the Conversion Agent. The method of delivery of all documents, including certificates representing the Notes, is at the risk of the holder. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended.

WITHHOLDING

TO COMPLY WITH INTERNAL REVENUE SERVICE CIRCULAR 230, YOU ARE HEREBY NOTIFIED THAT: (A) ANY DISCUSSION OF U.S. FEDERAL TAX ISSUES CONTAINED OR REFERRED TO IN THIS NOTICE IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED BY YOU, FOR THE PURPOSES OF AVOIDING PENALTIES THAT MAY BE IMPOSED ON YOU UNDER THE INTERNAL REVENUE CODE; (B) SUCH DISCUSSION IS BEING USED IN CONNECTION WITH THE PROVISION OF NOTICE BY THE COMPANY; AND (C) YOU SHOULD SEEK ADVICE BASED ON YOUR PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.

Under the “backup withholding” provisions of U.S. federal income tax law, withholding of 28% of the cash paid to a Noteholder on a conversion of its Notes may be required. To avoid the application of backup withholding, each converting Noteholder (or other payee) should complete, sign, and deliver an Internal Revenue Service (“ IRS”) Form W-9 (in the case of a U.S. person or a resident alien) or an IRS Form W-8BEN or other appropriate IRS Form W-8 (in the case of a foreign holder). IRS Forms W-9 and W-8 are available on the IRS’s website at http://www.irs.gov/.

Failure to include a properly completed IRS Form W-9 or applicable IRS Form W-8 may result in the application of U.S. backup withholding.

Backup withholding is not an additional tax. Any amounts withheld from payments to a Noteholder under the backup withholding rules may be refunded or credited against the Noteholder’s U.S. federal income tax liability, if any, if the Noteholder timely provides the required information to the IRS.

EXECUTION OF SUPPLEMENTAL INDENTURE

In connection with the Merger and pursuant to Section 15.06 of the Indenture, the Company and the Trustee entered into the First Supplemental Indenture, dated as of November 4, 2011 (the “ First Supplemental Indenture”) providing that the Notes held by each Noteholder are convertible into the amount of cash which such Noteholder would have been entitled to receive upon consummation of the Merger had such Notes been converted into Common Stock immediately prior to the effective time of the Merger.

About KCI

Kinetic Concepts, Inc. (NYSE:KCI) is a leading global medical technology company devoted to the discovery, development, manufacture and marketing of innovative, high-technology therapies and products for the wound care, tissue regeneration and therapeutic support system markets. Headquartered in San Antonio, Texas, KCI’s success spans more than three decades and can be traced to a history deeply rooted in innovation and a passion for significantly improving the healing and the lives of patients around the world. The company employs approximately 7,100 people and markets its products in more than 20 countries. For more information about KCI and how its products are changing the practice of medicine, visit www.KCI1.com.

Forward-Looking Statements

In addition to historical facts or statements of current condition, this press release may contain forward-looking statements. Forward-looking statements provide KCI’s current expectations or forecasts of future events. You may identify some of these forward-looking statements by the use of words in the statements such as “believes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “should,” “seeks,” “future,” “continue,” or the negative of such terms, or other comparable terminology. KCI’s performance and financial results could differ materially from those reflected in these forward-looking statements due to general financial, economic, regulatory and political conditions affecting the biotechnology and pharmaceutical industries as well as more specific risks and uncertainties facing KCI such as those set forth in its reports on Form 8-K, 10-Q and 10-K filed with the SEC. Given these risks and uncertainties, any or all of these forward-looking statements may prove to be incorrect. Therefore, you should not rely on any such factors or forward-looking statements. Furthermore, KCI does not intend to update publicly any forward-looking statement, except as required by law. The Private Securities Litigation Reform Act of 1995 permits this discussion.

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