STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT (the "Agreement") is dated as of
June 15, 1995, by and among KCI FINANCIAL SERVICES, INC., a Delaware
corporation (the "Company"), KINETIC CONCEPTS, INC., a Texas
corporation which is the record and beneficial owner of all of the
outstanding shares of capital stock of the Company ("Seller"), CURA
CAPITAL CORPORATION, a Delaware corporation ("Cura"), MG ACQUISITION
CORPORATION, a Delaware corporation and wholly-owned subsidiary of Cura
("Purchaser"), and the individuals listed on Exhibit A hereto (the
"Cura Shareholders") being the principal shareholders of Cura.
W I T N E S S E T H:
WHEREAS, the Company is engaged in the business (the "Business")
of leasing movable critical care and life support equipment in the
categories described on Exhibit B hereto to hospitals and other health
care providers in the United States;
WHEREAS, the Cura Shareholders have been employed by the Company
and/or Seller and have been actively engaged in the day-to-day
management and operations of the Company; and
WHEREAS, the parties hereto desire to provide for the acquisition
by Purchaser of all the outstanding shares of capital stock of the
Company through the sale by Seller to Purchaser of 346 shares of the
common stock of the Company and the sale by Seller to the Company of
654 shares of the common stock of the Company and for certain other
matters, all on the terms and conditions set forth in this Agreement.
NOW THEREFORE, IT IS AGREED:
ARTICLE 1
ACQUISITION OF SHARES
1.1 Sale and Purchase of Shares. Subject to the terms and
conditions hereof, at the First Closing (as herein defined), Seller
shall sell, transfer and deliver to Purchaser 346 shares of the common
stock, par value $0.10 per share, of the Company, constituting 34.6% of
the outstanding shares of Company's capital stock (the "First Closing
Shares"), and Purchaser shall purchase the First Closing Shares for the
consideration as set forth in Section 1.2(a) hereof. Subject to the
terms and conditions hereof, at the Second Closing (as herein defined),
Seller shall sell, transfer and deliver to the Company 654 shares of
the common stock, par value $0.10 per share, of the Company,
constituting 65.4% of the outstanding shares of the Company's capital
stock (the "Second Closing Shares"), and the Company shall purchase the
Second Closing Shares for the consideration as set forth in Section
1.2(b) hereof. The First Closing Shares and the Second Closing Shares
are referred to together herein as the "Shares".
1.2 Consideration. (a) The consideration for the First Closing
Shares acquired by Purchaser hereunder shall be TWO MILLION FIVE
HUNDRED THOUSAND AND NO/100 DOLLARS ($2,500,000) (the "First Closing
Payment"), which shall be paid at the First Closing by wire transfer of
immediately available funds pursuant to instructions previously given
by Seller to Purchaser for that purpose. Robert A. Wehrmeyer, Jr. has
previously paid to Seller an earnest money deposit in the amount of
twenty-five thousand dollars ($25,000) (the "Earnest Money Deposit") as
described in the letter dated March 14, 1995 from Seller to Mr.
Wehrmeyer (the "March 14 Letter"). At the Second Closing, Seller shall
refund the Earnest Money Deposit to Mr. Wehrmeyer.
(b) The consideration for the Second Closing Shares acquired
by the Company hereunder shall be FOUR MILLION SEVEN HUNDRED TWENTY-
FIVE THOUSAND AND NO/100 DOLLARS ($4,725,000) (the "Second Closing
Payment"), which shall be paid at the Second Closing by wire transfer
of immediately available funds pursuant to instructions previously
given by Seller to the Company for that purpose.
1.3 Closings. (a) The sale of the First Closing Shares (the
"First Closing") shall take place at 2:50 p.m. on June 15, 1995 (the
"Closing Date") at Parsons Behle & Latimer, One Utah Center, 201 South
Main Street, Suite 1800, Salt Lake City, Utah, or such other time, date
and place (not later than 11:59 p.m. C.D.T. on June 15, 1995) as the
parties hereto shall by written instrument designate.
(b) The sale of the Second Closing Shares (the "Second
Closing") shall take place at 2:55 p.m. on the Closing Date at Parsons
Behle & Latimer, One Utah Center, 201 South Main Street, Suite 1800,
Salt Lake City, Utah, or such other time, date and place (not later
than 11:59 p.m. C.D.T. on June 15, 1995) as the parties hereto shall by
written instrument designate. The First Closing and the Second Closing
are referred to together herein as the "Closings".
1.4 Section 338(h)(10) Election. Purchaser and Seller shall
jointly file a timely Section 338(h)(10) election on Internal Revenue
Service ("IRS") Form 8023, together with all required attachments
("Form 8023") with respect to the sale of the Shares. A final Form
8023 shall be prepared by Purchaser, subject to agreement with Seller,
and shall be delivered to Seller promptly after its preparation but in
no event later than thirty (30) days prior to the filing deadline for
the Section 338(h)(10) election. Purchaser, Cura and the Cura
Shareholders shall take all actions necessary to cause the sale of the
Shares to be a "qualified stock purchase" as defined by Section 338 of
the Internal Revenue Code of 1986, as amended, and to qualify for the
benefits of a Section 338(h)(10) election.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES REGARDING
THE COMPANY AND SELLER
Seller hereby represents and warrants to Purchaser as of the date
of this Agreement and as of the Closing Date as follows:
2.1 Organization; Authorization. Seller is a corporation duly
organized, validly existing and in good standing under the laws of the
State of Texas and has all necessary corporate power and authority to
carry on its business as presently conducted. Seller has the corporate
right, power and authority to enter into and perform its obligations
under this Agreement and under the other agreements and documents (the
"Seller Transaction Documents") required to be delivered by it prior to
or at the Closings. The execution, delivery and performance by Seller
of this Agreement and the Seller Transaction Documents have been duly
authorized by all necessary corporate and other action. This Agreement
has been duly and validly executed and delivered by Seller and,
assuming the due execution and delivery by Cura, Purchaser and the Cura
Shareholders, constitutes the legal, valid and binding obligation of
Seller enforceable against it in accordance with its terms. When
executed and delivered as contemplated herein, each of the Seller
Transaction Documents shall, assuming the due execution and delivery by
the other parties thereto, constitute the legal, valid and binding
obligations of Seller, enforceable against it in accordance with its
terms.
2.2 Organization of the Company. The Company is a corporation
duly organized, validly existing and in good standing under the laws of
the State of Delaware and has all necessary corporate power and
authority to carry on its business as presently conducted, to own and
lease the assets which it owns and leases and to perform all its
obligations under each agreement and instrument by which it is bound.
The Company has been duly qualified to transact business and is in good
standing in all jurisdictions in which it is required to be so
qualified, except where the failure to so qualify or be in good
standing would not have a material adverse effect on the Company or the
transactions contemplated hereby. The Company has no subsidiaries.
2.3 Capital Stock. The Company has an authorized capitalization
of 10,000 shares of common stock, par value $.10 per share, of which
1,000 shares are issued and outstanding. All such outstanding shares
have been duly authorized and validly issued and are fully paid and
nonassessable. There are no outstanding subscriptions, options,
warrants, rights, calls, commitments, conversion rights, rights of
exchange, plans or other agreements providing for the purchase,
issuance or sale of any shares of the capital stock of the Company,
other than as contemplated by this Agreement.
2.4 Ownership of Shares. Seller is the lawful owner of the
Shares, free and clear of all liens, encumbrances, restrictions and
claims of every kind. Seller has full legal right, power and authority
to sell, assign, transfer and convey the Shares in accordance with the
terms and subject to the conditions of this Agreement. The delivery to
Purchaser of the Shares pursuant to the provisions of this Agreement
will transfer to Purchaser valid title thereto, free and clear of any
and all adverse claims.
2.5 No Restrictions. Except as set forth in Schedule 2.5
attached hereto, the execution and delivery of this Agreement by Seller
and the consummation of the transactions contemplated hereby (a) will
not violate any provision of the Certificate of Incorporation or By-
Laws of Seller or the Company, (b) to the knowledge of Seller, will not
violate any statute, rule, regulation, order or decree of any public
body or authority by which Seller is bound or binding upon any of its
properties or assets and (c) to the knowledge of Seller, will not
result in a violation or breach of, or constitute a default under, any
material license, franchise, permit, indenture, agreement or other
instrument to which Seller is a party, or by which Seller or any of its
assets or properties is bound, excluding from the foregoing clauses (b)
and (c) violations, breaches or defaults which, either individually or
in the aggregate, would not have a material adverse effect on the
business, financial condition or results of operations of the Company.
2.6 Litigation. Except as set forth in Schedule 2.6 attached
hereto, there is no action, suit or proceeding at law or in equity by
any Person or any arbitration of any administrative or other proceeding
by or before any governmental or other instrumentality or agency,
pending, or, to the knowledge of Seller, threatened in writing against
the Company which either individually or in the aggregate would have a
material adverse effect on the business, financial condition or results
of operations of the Company. Except as set forth on Schedule 2.6
attached hereto, there are no unsatisfied judgments, penalties or
awards against or affecting the Company's properties or assets.
2.7 Taxes. The Company and Seller have filed or caused to be
filed, or will file or cause to be filed within the time and within the
manner prescribed by law (taking into account any extension of time to
file granted to or on behalf of the Company), all federal, state, local
and foreign income tax returns and tax reports which are required to be
filed by, or with respect to, the Company relating to any of the
Company's operations prior to the Closing Date (collectively, the
"Returns"), except for Returns the failure to file which would not, in
the aggregate, have a material adverse effect on the business,
financial condition or results of operations of the Company. Except as
set forth in Schedule 2.7 attached hereto, all federal and state income
taxes (including interest and penalties) ("Taxes") shown to be due and
payable on the Returns by or with respect to the Company have been or
will be paid on a timely basis. Except as disclosed on Schedule 2.7,
(a) there are no waivers in effect of the applicable statutory period
of limitation for federal income taxes of the Company for any taxable
period, and (b) no deficiency assessment or proposed adjustment with
respect to any tax liability of the Company for any taxable period is
pending or, to the knowledge of Seller, threatened.
2.8 Compliance with Laws. Except as set forth in Schedule 2.8
attached hereto, the Company is, to the knowledge of Seller, in
compliance with all applicable laws, regulations, orders, judgments and
decrees except where the failure to so comply would not have a material
adverse effect on the business, financial condition or results of
operations of the Company.
2.9 Employee Benefit Plans. Each employee benefit plan within
the meaning of Section 3(3) of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), maintained by Seller or the Company
and "each multiemployer plan" (as defined in Section 4001(a)(3) of
ERISA) to which Seller or the Company is obligated to contribute
(collectively, the "Plans"), is in compliance in all material respects
with applicable laws and has been administered and operated in all
material respects in accordance with its terms. None of Seller, the
Company or any other "disqualified person" or "party in interest" (as
defined in Section 4975(e)(2) of the Internal Revenue Code, as amended
(the "Code") and Section 3(14) of ERISA, respectively) has engaged in
any transactions in connection with any Plan that could reasonably be
expected to result in the imposition of a material penalty pursuant to
Section 502(i) of ERISA, damages pursuant to Section 409 of ERISA or a
tax pursuant to Section 4975(a) of the Code. No material liability,
claim, action or litigation, has been made, commenced or, to the
knowledge of Seller, threatened with respect to any Plan. All
contributions required to have been made by the Company to a
multiemployer plan have been made on a timely basis. Neither Seller
nor the Company has been advised by any multiemployer plan that it has
any withdrawal liability under Sections 4201 or 4204 of ERISA with
respect to any multiemployer plan, nor is Seller aware of any such
withdrawal liability. No ERISA Affiliate of the Company has failed to
meet the continuation coverage requirements of group health plans
(sometimes referred to as "COBRA"), as set forth in Section 4980B of
the Code. As used herein, "ERISA Affiliate" shall refer to any trade or
business, whether or not incorporated, under common control with the
Company within the meaning of Section 414(b), (c), (m) or (o) of the
Code.
2.10 Insurance. Schedule 2.10 attached hereto contains a list of
the major policies and contracts for property and casualty insurance
maintained by the Company. All such policies are, and will be as of
the Closings, in full force and effect.
2.11 Broker's or Finder's Fees. No agent, broker, person or firm
acting on behalf of Seller is, or will be, entitled to any commission
or broker's or finder's fees from any of the parties hereto, or from
any Person controlling, controlled by or under common control with any
of the parties hereto, in connection with any of the transactions
contemplated herein.
2.12 Financial Statements. Seller has delivered to Purchaser
copies of the balance sheet (the "Balance Sheet") of the Company as at
December 31, 1994 (the "Balance Sheet Date") and statement of earnings
and source and application of funds for the year then ended, which have
been prepared in accordance with Generally Accepted Accounting
Principles ("GAAP") consistently applied and maintained throughout the
periods indicated and fairly present the financial condition and
results of its operations for the periods covered thereby.
2.13 Absence of Undisclosed and Unknown Liabilities. Except as
set forth on Schedule 2.13 attached hereto or except as otherwise known
to the Cura Shareholders, the Balance Sheet (including any notes
thereto) contains, reserves or otherwise reflects all material debts,
liabilities or obligations of the Company other than those that are not
required to be contained, reserved or otherwise reflected thereon in
accordance with GAAP, consistently applied or those incurred subsequent
to the Balance Sheet Date in the ordinary course of business.
2.14 Title to Assets. To the knowledge of Seller and except as
described in the Schedule 2.14 attached hereto; (a) the Company has
good and valid title to all of its properties and assets, free and
clear of any pledge, lien, security interest or other claim, except for
liens for current taxes which may be paid without penalty, or which are
being contested in good faith by appropriate proceedings and are not
material in amount or value in relation to the value of the associated
property; and (b) all properties and assets owned or leased by the
Company are in the possession or under the control of the Company
except for property leased to others, otherwise held by its customers
in the ordinary course of business or in transit with a common carrier
for delivery to or from customers of the Company. Since the Balance
Sheet Date, the Company has not sold, assigned, conveyed, leased or
otherwise disposed of any asset or property of the Company (other than
leases of equipment and sales of inventory in the ordinary course of
business).
2.15 Compliance with Environmental Laws. To the knowledge of
Seller, the Company has complied in all material respects with all
applicable laws concerning or relating to industrial hygiene or the
protection of health or the environment. To the knowledge of Seller,
no claim, demand, investigation, enforcement, response, removal,
remedial action, statutory lien or other governmental or regulatory
action has been instituted or threatened against the Company.
2.16 Absence of Certain Changes and Events. Except as described
on Schedule 2.16 attached hereto, as contemplated herein or as directed
by the Cura Shareholders, since the date of the Letter of Intent (as
defined in Section 5.1 hereof), the Company has conducted its
businesses only in the usual and ordinary course consistent with its
then current practices and there has not been any:
(a) declaration or payment of any dividend or other
distribution or payment in respect of the shares of capital stock of
the Company or any repurchase or redemption of any such shares of
capital stock or other securities;
(b) adoption of or change in any employee benefit plan or
labor policy;
(c) sale, assignment, conveyance, lease, or other
disposition of any asset or property of the Company (other than leases
of equipment and sales of inventory in the ordinary course of business)
or mortgage, pledge, or imposition of any lien or other encumbrance on
any asset or property of the Company;
(d) incurrence or repayment of any liability or obligation
(whether absolute or contingent) to Seller or other affiliated person,
or, other than current liabilities incurred and obligations under
agreements entered into in the ordinary course of business consistent
with past practice, to any other person or any discharge or
satisfaction of any lien, claim or encumbrance, other than in the
ordinary course of business consistent with past practice;
(e) change in the accounting methods, principles or
practices followed by the Company, except as required by GAAP, or any
change in any of the assumptions underlying, or methods of calculating,
any bad debt, contingency or other reserve;
(f) payment by or on behalf of the Company with respect to
the indebtedness of the Company to Seller reflected on the Balance
Sheet or any reduction in the amount of such indebtedness (other than
by virtue of a conversion of such debt as contemplated in Section 6.6
hereof); or
(g) agreement, whether or not in writing, for the Company to
do any of the items set forth in Sections 2.16(a)-(f).
2.17 Books and Records.
(a) The copies of the certificate of incorporation of the
Company and of its bylaws which have been delivered to Purchaser are
true, complete and correct and are in full force and effect as of the
date hereof.
(b) The stock records of the Company fairly and accurately
reflect the record ownership of all of its outstanding shares of
capital stock. The minute books of the Company contain complete and
accurate records of all meetings held of, and corporate action taken
by, the shareholders, the board of directors and each committee of the
board of directors of the Company and no meeting of such shareholders
or of such board of directors or committee have been held for which
minutes have not been prepared and included in such minute books. The
other books and records of the Company, including financial records and
books of account, have been maintained in accordance with such business
practices. Complete and accurate copies, as of the date hereof, of all
such minute books and stock records have been made available to
Purchaser.
2.18 Intellectual Property. The Company's only Intellectual
Property consists of the registered service mark "Cura Financial Group"
(the "Mark") and the assumed name "American Medical Financial Services"
(the "Assumed Name"). As of the Closing Date, Seller shall have caused
all liens and security interests granted by it with respect to the Mark
and Assumed Name to have been released.
2.19 Full Disclosure. No representation or warranty of Seller
contained in this Agreement or the schedules hereto contains any untrue
statement of a material fact or omits to state a material fact
necessary in order to make the statements herein in light of the
circumstances under which they were made not misleading in any material
respect.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF CURA, PURCHASER
AND THE CURA SHAREHOLDERS
Cura, Purchaser and the Cura Shareholders, jointly and severally,
hereby represent and warrant to Seller as of the date of this Agreement
and of the Closing Date as follows:
3.1 Organization and Good Standing. Cura and Purchaser are each
corporations duly organized, validly existing and in good standing
under the laws of the State of Delaware, and Cura and Purchaser each
have all necessary corporate power and authority to carry on their
respective businesses as presently conducted and to perform all of
their respective obligations under each agreement and instrument by
which either of them is bound. Cura and Purchaser have each been duly
qualified to transact business and is in good standing in all other
jurisdictions in which they are required to be so qualified, except
where the failure to so qualify or be in good standing would not have a
material adverse effect on Cura, Purchaser or the transactions
contemplated hereby.
3.2 Power and Authorization. Cura, Purchaser and the Company
each have the corporate right, power and authority to enter into and
perform their respective obligations under this Agreement and under the
other agreements and documents (the "Purchaser Transaction Documents")
required to be delivered by them prior to or at the Closings. The
execution, delivery and performance by Cura, Purchaser and the Company
of this Agreement and the Purchaser Transaction Documents have been
duly authorized by all necessary corporate actions. This Agreement has
been duly and validly executed and delivered by Cura, Purchaser, each
of the Cura Shareholders and the Company and, assuming the due
execution and delivery by Seller, constitutes a legal, valid and
binding obligation enforceable against each of them in accordance with
its terms. When executed and delivered as contemplated herein, each of
the Purchaser Transaction Documents shall, assuming the due execution
and delivery by the other parties thereto, constitute the legal, valid
and binding obligations of Cura, Purchaser and the Company, enforceable
against Cura, Purchaser and the Company in accordance with its terms.
3.3 No Restrictions. Except as set forth in Schedule 3.3
attached hereto, the execution and delivery of this Agreement by Cura,
Purchaser, the Cura Shareholders and the Company and the consummation
of the transactions contemplated hereby (a) will not violate any
provision of the Certificate of Incorporation or By-Laws of Cura,
Purchaser or the Company (b) to the knowledge of Cura, Purchaser, the
Cura Shareholders or the Company, will not violate any statute, rule,
regulation, order or decree of any public body or authority by which
Cura, Purchaser or the Company or any of their respective properties or
assets is bound and (c) to the knowledge of Cura, Purchaser or the Cura
Shareholders will not result in any violation or breach of, or
constitute a default under, any license, franchise, permit, indenture,
agreement or other instrument to which Cura, Purchaser, the Company or
any of the Cura Shareholders is a party, or by which Cura, Purchaser,
the Company or any of the Cura Shareholders or any of their respective
properties or assets is bound, excluding from the foregoing clauses (b)
and (c) violations, breaches or defaults which, either individually or
in the aggregate, would not prevent Cura, Purchaser, the Cura
Shareholders or the Company from performing their respective
obligations under this Agreement or consummation of the transactions
contemplated by this Agreement.
3.4 Cura Shareholders. The Cura Shareholders have been employed
by the Company and/or Seller and have, at various times, been actively
engaged in the day-to-day operations and management of the Company. The
Cura Shareholders have been primarily responsible for and involved in
the management and operations of the Company including, without
limitation, the operational, financial, accounting, administration,
accounts receivable collection activities, calculation of and payment
of sales and property taxes and the preparation and negotiation of all
contracts, agreements, instruments, and other documentation relating to
the Business. The Cura Shareholders (i) have been primarily
responsible for the preparation of any and all financial projections
and forecasts relating to the Company, and the financial information of
the Company used in preparing such projections and forecasts, upon
which the Cura, Purchaser and the Cura Shareholders based their
evaluation of the transactions contemplated by this Agreement, (ii) are
aware of the uncertainties inherent in attempting to make such
projections and forecasts and (iii) acknowledge that Seller has made no
representations or warranties to Cura, Purchaser or the Cura
Shareholders with respect to any financial projection or forecast
relating to the Company. None of the Cura Shareholders have any
knowledge of the falsity of any representation or warranty of Seller
contained herein, or any facts, events, conditions or occurrences which
may prevent the conditions to closing set forth in Articles 5 or 6 to
be satisfied as of the Closing Date.
3.5 Purchase for Investment. Purchaser will acquire the Shares
for its own account for investment and not with a view toward any
resale or distribution thereof.
3.6 Financing. Purchaser has delivered to Seller a true and
correct copy of the Bank One Term Sheet and believes based on the terms
and conditions set forth in said Term Sheet that Purchaser and the
Company have sufficient funds to purchase the Shares.
3.7 Broker's or Finder's Fees. No agent, broker, person or firm
acting on behalf of Cura, Purchaser or any of the Cura Shareholders is,
or will be, entitled to any commission or broker's or finder's fees
from any of the parties hereto, or from any person controlling,
controlled by or under common control with any of the parties hereto,
in connection with any of the transactions contemplated herein.
3.8 Second Closing. The purchase by the Company of the Second
Closing Shares will not violate any statute, rule, regulation or other
law applicable to Seller, the Company, Purchaser, Cura, the Cura
Shareholders or any director or officer of the Company.
ARTICLE 4
COVENANTS OF SELLER; CONDUCT OF BUSINESS;
EXCLUSIVE DEALING; TAXES
4.1 Conduct of Business of the Company. During the period from
the date of this Agreement to the Closing Date, Seller agrees to use
its best efforts to cause the Company to conduct its respective
operations in the ordinary course of business. Notwithstanding the
immediately preceding sentence, pending the Closing Date and except as
may be first approved by Purchaser (such approval not to be
unreasonably withheld) or as is otherwise permitted or required by this
Agreement, Seller agrees to use its best efforts to (a) cause the
Company's Certificate of Incorporation and By-Laws to be maintained in
its form on the date of this Agreement, except to effect a change of
name of the Company on the Closing Date to a name designated by
Purchaser, (b) cause the Company to refrain from making any bonus,
pension, retirement or insurance payment to or arrangement with any
such persons except those that have been accrued or accrue in the
ordinary course of business, (c) cause the Company to refrain from
entering into any contract or commitment except contracts and
commitments in the ordinary course of business, (d) cause the Company
to refrain from increasing their indebtedness for borrowed money,
except current borrowings in the ordinary course of business, (e) cause
the Company to refrain from canceling or waiving any claims or rights
of substantial value which individually or in the aggregate are
material to the Company taken as a whole, (f) cause the Company to
refrain from repaying, in whole or in part, any of its indebtedness
owed to Seller or any of Seller's Affiliates (as defined in Section 4.3
hereof), (g) cause the Company not to agree, whether or not in writing,
to do any of the foregoing, (h) cause the Company to maintain its books
and records in accordance with past practice, and to use best efforts
to maintain in full force and effect all insurance policies and
binders, (i) use all reasonable efforts to preserve intact the
Company's present business organization, (j) promptly advise Purchaser
in writing of the threat or commencement against the Company or Seller
of any dispute, claim, action, suit, proceeding, arbitration or
investigation by, against or affecting the Company or any of its
operations, assets or prospects, or which challenges or may affect the
validity of this Agreement or any Purchaser Transaction Document or
Seller Transaction Document (together, the "Transaction Documents") or
any action taken or to be taken in connection with this Agreement or
any Transaction Document or the ability of the Company or Seller to
consummate the transactions contemplated hereon or therein, (k)
promptly advise Purchaser in writing of any event or the existence of
any material fact which makes untrue, or will make untrue as of the
Closings, in any material respect any representation or warranty of the
Company or Seller set forth in this Agreement or in any Transaction
Document and (i) comply in all respects, and require Corporate Capital
Services to comply in all respects, with the terms and conditions
regarding Robert A. Wehrmeyer Jr.'s exclusive right to purchase the
Company for that certain period of time set forth in the March 14
Letter.
4.2 Negative Covenants. Except as expressly provided herein,
between the First Closing and the Second Closing, without the prior
written consent of Purchaser which shall not be unreasonably withheld,
Seller shall not cause or permit the Company to:
(a) make any change in the Company's authorized or issued
capital stock; grant any stock option or other right to purchase shares
of the Company's capital stock or other securities; issue or make any
commitment to issue any security by the Company, including any security
convertible into capital stock; grant any registration rights; or
purchase, redeem, retire or make any other acquisition of any shares of
any capital stock or other securities;
(b) fail to pay or discharge when due any liability or
obligation of the Company, except where the Company, in good faith,
contests such liability or obligation; or
(c) enter into or amend any contract with Seller or any
affiliate of Seller.
4.3 Best Efforts. Seller agrees to use its best efforts to take,
or cause to be taken, all action to do, or cause to be done, and to
assist and cooperate with the other parties hereto in doing, all things
necessary, proper or advisable to consummate and make effective, in the
most expeditious manner practicable, the transactions contemplated by
this Agreement.
4.4 Noncompetition; Confidentiality. (a) For a period of three
(3) years from and after the Closing Date, unless expressly consented
to in writing by Purchaser, neither Seller nor any of Seller's
Affiliates shall, directly or indirectly: (i) engage, in any county in
which the Company has conducted business at any time prior to the
Closing Date, in the business of leasing medical equipment to third
party lessees, provided, however, that nothing herein shall prevent
Seller from leasing equipment in connection with its current or future
business or to its customers; or (ii) be or become a stockholder,
partner, owner, officer, director or employee or agent of, or a
consultant to or give financial or other assistance to, any person or
entity considering engaging in any such activities or so engaged;
provided, however, that nothing herein shall prohibit Seller or any of
Seller's Affiliates from (x) owning, as passive investors, in the
aggregate not more than 5% of the outstanding publicly traded stock of
any corporation so engaged or (y) engaging in the business of renting
or leasing specialty beds or specialty patient support surfaces or (z)
engaging in the manufacture, sale, lease, rental, distribution or
marketing of any medical product or equipment including, without
limitation, the PlexiPulse, VAC and any other product or product-line
acquired by Seller or any of Seller's Affiliates which Seller, or any
of Seller's Affiliates, manufactures, for which Seller or any of
Seller's Affiliates has a proprietary right or for which Seller or any
of Seller's Affiliates has distribution rights.
(b) For a period of three (3) years from and after the
Closing Date, neither Seller nor any Seller Affiliate shall, directly
or indirectly use in furtherance of any of their business affairs or
otherwise and to the detriment of Purchaser or the Business, or
disclose to any third party, any trade secret, customer list, supplier
list, financial data, pricing or marketing policy or plan or any other
proprietary or confidential information relating exclusively to the
Company or any of its products or services so long as the same is not
publicly known (other than by the act of Seller or any Seller
Affiliate). Seller shall within ten (10) days of the Closing Date (i)
identify all parties which, in connection with a proposed sale of the
Company, were provided confidential information by either Seller or
Robert W. Kohlmeyer, doing business as Corporate Capital Services,
regarding the Company (ii) notify such parties of the consummation of
the transactions contemplated by this Agreement and (iii) demand the
prompt return to the Company or destruction of all confidential
information concerning the Company. In addition, all confidentiality
agreements entered into in connection therewith and all rights of
Seller with respect to the enforcement of the confidentiality provision
set forth Section 5 of the consulting agreement dated January 5, 1995
between Seller and Mr. Kohlmeyer shall be assigned to the Company. A
list of all parties who have entered into such a confidentiality
agreement is attached hereto as Exhibit C.
(c) For the purposes of this Agreement, an "Affiliate" of a
person means: (i) any corporation, limited liability company,
partnership or other entity of which such person owns or otherwise
possesses the power to direct the vote, directly or indirectly, of any
amount of voting securities sufficient to elect a majority of the board
of directors of such corporation or similar managing body of such
entity, and (ii) any other person or entity controlled by such person.
For the purposes of this definition of "Affiliate," "control" means the
power to direct the management and policies of a person or entity,
directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; provided that, any person or
entity of which a person owns beneficially or of record, either
directly or through one or more intermediaries, more than 20% of the
ownership interests, shall be conclusively presumed to be an
"Affiliate" of such person. A "Seller Affiliate" is an Affiliate of
Seller.
(d) If any party hereto learns of any breach or potential
breach of Section 4.4, such party shall immediately notify the other
party hereto of such event, specifying the basis therefor in reasonable
detail. Any failure to so notify any party shall not constitute a
waiver of such right. Purchaser may, in its sole discretion, afford
Seller an opportunity to remedy or otherwise cure such breach or
potential breach before seeking legal redress; provided that Seller is
actively seeking to cure or remedy such breach or potential breach, but
such opportunity to remedy shall be without prejudice to the right of
Purchaser to seek and obtain injunctive or other relief.
(e) Seller acknowledges that damages alone shall not be an
adequate remedy for any breach by Seller or any Seller Affiliate of
Seller's covenants contained in this Agreement and accordingly
expressly agree that, in addition to any other remedies which Purchaser
may have, Purchaser shall be entitled to injunctive relief in any court
of competent jurisdiction for any breach or threatened breach of any
such covenants by any Seller and/or any Seller Affiliate.
(f) Seller acknowledges and agrees that the covenants
contained in this Section 4.4 are fair and reasonable in light of the
consideration paid hereunder and in order to protect Purchaser's
investment in the Company, and the invalidity or unenforceability of
any particular provision, or part of any provision, of this Section
shall not affect the other provisions or parts hereof. If any
provision hereof is determined to be invalid or unenforceable by a
court of competent jurisdiction, Seller shall negotiate in good faith
to provide Purchaser with protection as nearly equivalent to that found
to be invalid or unenforceable and if any such provision shall be so
determined to be invalid or unenforceable by reason of the duration or
geographical scope of the covenants contained therein, such duration or
geographical scope, or both, shall be considered to be reduced to a
duration or geographical scope to the extent necessary to cure such
invalidity.
4.5 Payment of Taxes; Additional Tax Covenants.
(a) Seller shall be liable for and shall hold Purchaser and
the Company harmless against, any and all Taxes due or payable by the
Company, or by Purchaser with respect to the Company, for any taxable
year or tax period ending on or before the First Closing, including,
without limitation (i) any liability of the Company by reason of its
being liable (pursuant to Treasury Regulations Section 1.1502-6, any
analogous state, local or foreign provision, or otherwise), in whole or
in part, for any tax of any affiliated group (as defined in Section
1504(a) of the Code or any analogous state, local or foreign provision)
with respect to which the Company may be or have been an includable
corporation (as defined in Section 1504(b) and (c) of the Code or such
analogous state, local or foreign provision)(an "Affiliated Group"); or
(ii) any liability that arises because the Company ceases on the
Closing Date to be a member of an Affiliated Group filing consolidated
or combined returns; and (iii) any and all Taxes due or payable by the
Company, Cura or Purchaser resulting from or arising out of the sales
of the Shares; provided, however, that notwithstanding any other
provision of this Agreement, Seller shall not be liable for any Taxes
due or payable by Purchaser or the Company resulting or arising from an
election (or deemed election) under Section 338(h)(10) of the Code (or
any analogous state, local or foreign provision) with respect to the
acquisition by Purchaser and the Company of the Shares, or from any
action taken by or on behalf of Purchaser or the Company after the
First Closing, whether or not contemplated by this Agreement. Neither
Purchaser nor the Company nor any of their Affiliates shall be
responsible for any Taxes due or payable by Seller or its Affiliates
resulting from an election (or deemed election) under Section
338(h)(10) of the Code (or any analogous state, local or foreign
provision) with respect to the acquisition by Purchaser and the Company
of the Shares, or from any action taken by or on behalf of Seller or
Seller's Affiliates (exclusive of the Company) after the First Closing,
whether or not contemplated by this Agreement.
(b) Cura and Purchaser shall be jointly and severally liable
for, and Cura, Purchaser, the Company and the Cura Shareholders agree
to jointly and severally indemnify and hold Seller harmless from and
against, any and all Taxes due or payable with respect to (i) the
business, activities, transaction and assets of the Company for any
taxable year or tax period beginning on or after the First Closing; or
(ii) except as otherwise provided herein, any action taken by or on
behalf of Purchaser or the Company after the First Closing, whether or
not contemplated by this Agreement.
(c) Any Taxes with respect to the business, activities and
assets of the Company that relate to a tax period beginning before the
First Closing and ending after the Closing Date shall be apportioned
between Seller and Purchaser as determined from the books and records
of the Company consistent with the Code, regulations thereunder and
other applicable law, based on the actual operations of the Company
during the portion of such period ending on the First Closing and the
portion of such period beginning on the day following the First
Closing, and each such portion of such period shall be deemed to be a
tax period subject to the provisions of this Subsection 4.5(c).
(d) Any refunds or credits of Taxes that are attributable to
a taxable year or tax period (including a period deemed to be a tax
period under Subsection 4.5(c)) ending on or before the First Closing
shall be for the account of Seller. Any refunds or credits of Taxes
that are attributable to a taxable year or tax period (including a
period deemed to be a tax period under Subsection 4.5(c) above) ending
after the First Closing, including, without limitation, any refunds or
credits that arise from the carryback of any deduction, loss or credit
from a tax period (including a period deemed to be a tax period under
Subsection 4.5(c) above) ending subsequent to the First Closing, to a
tax period ending on or before the First Closing, shall be for the
account of Purchaser. Cura, Purchaser and the Cura Shareholders shall
cause the Company to use reasonable efforts to seek, and promptly
forward to, or reimburse, Seller for any refunds or credits due Seller
after receipt by Purchaser thereof, and Seller shall promptly forward
to, or reimburse, Purchaser for any refunds or credits due Purchaser
after receipt by Seller thereof. Seller shall forward to Purchaser any
refunds or credits due to Purchaser pursuant to this Subsection 4.5(d),
within thirty (30) days of the receipt of same. Purchaser shall, and
Cura and the Cura Shareholders shall cause Purchaser to, forward to
Seller any refunds or credits due to Seller, pursuant to this
Subsection 4.5(d), within thirty (30) days of the receipt of same.
Each party shall submit to the other, on the first anniversary of the
Closings, written statements regarding the status of any refunds or
credits pursuant to this Subsection 4.5(d).
(e) Any refunds or credits of Taxes with respect to the
business, activities and assets of the Company that relate to a tax
period beginning before the First Closing and ending after the Closing
Date shall be apportioned between Seller and Purchaser as determined
from the books and records of the Company consistent with the Code,
regulations thereunder and other applicable law, based on the actual
operations of the Company during the portion of such period ending on
the First Closing and the portion of such period beginning on the day
following the First Closing, and each such portion of such period shall
be deemed to be a tax period subject to the provisions of this
Subsection 4.5(e).
(f) Seller shall have the right (but not the obligation) to
exercise, at its own expense, control at any time over the handling,
disposition and/or settlement of any issue raised in any official
inquiry, examination or proceeding regarding any Tax Return with
respect to which Seller may be liable for Taxes pursuant to this
Section 4.5 or which would otherwise increase Seller's tax liability
(including the right to settle or terminate any contest with respect
thereto); provided, however, that (1) Seller shall permit Purchaser to
participate, at its own expense, in such settlement or defense through
counsel chosen by Purchaser; (2) in the case of any such inquiry,
examination or proceeding with respect to which Purchaser could be
liable or could suffer the loss of any tax benefit, Seller shall not
enter into a settlement (at the administrative level or during the
course of judicial proceedings) without the prior written approval of
Purchaser, which shall not be unreasonably withheld; and (3) Purchaser
shall cooperate with Seller, as Seller may reasonably request, in any
such inquiry, examination or proceeding.
(g) If, with respect to any official inquiry, examination or
proceeding, Seller elects not to exercise control over the handling,
disposition and/or settlement of the issues raised in such inquiry,
examination or proceeding, Seller shall so notify Purchaser and
Purchaser shall be entitled, but shall not be obligated, to exercise
control over the handling, disposition and/or settlement; subject to
the provisions of Subsection 4.5(f).
(h) Subsequent to the Closing Date, the parties hereto shall
provide each other, and Cura, Purchaser and the Cura Shareholders shall
cause the Company to provide Seller with such cooperation and
information relating to the Company as any party reasonably may request
in (i) filing any Tax Return, amended return or claim for refund, (ii)
determining any liability for Taxes or a right to refund of Taxes or
(iii) conducting or defending any audit or other proceeding in respect
of Taxes. Such cooperation and information shall include providing
copies of all relevant tax returns, together with accompanying
schedules and related work papers, documents relating to rulings or
other determinations by taxing authorities and records concerning the
ownership and tax basis of property which any party or any of their
Affiliates may possess. Cura, Purchaser and the Cura Shareholders
shall make, and shall cause the Company to make, and Seller shall make,
its employees, accountants and other advisors available on a mutually
convenient basis to provide explanations of any documents or
information required to be provided hereunder. The parties shall
retain, and Cura, Purchaser and the Cura Shareholders shall cause the
Company to retain, all returns, schedules and work papers, and all
materials records and other documents relating thereto, until the
expiration of the statute of limitations (and, to the extent notified
by any party, any extensions thereof) of the taxable years to which
such return and other documents relate and, unless such returns and
other documents are offered and delivered to Seller or Purchaser, as
applicable, until the final determination of any tax in respect of such
years. In addition, the parties shall comply and Cura, Purchaser and
the Cura Shareholders shall cause the Company to comply, with all
applicable governmental record retention agreements entered into with
any taxing authority with respect to the Company.
4.6 Remittance of Payments. From and after the Second Closing,
Seller shall immediately remit to the Company, in the form received,
any payments which it or any Affiliate may receive (such as payments of
lease receivables) which properly belong to the Company.
4.7 Transitional Activities. From and after the Second Closing,
Seller promptly shall forward or refer to Purchaser any orders,
inquiries and requests received by it for the sale, lease or rental of,
or with respect to, the equipment and any other assets owned by the
Company and shall, at Purchaser's expense, take all other actions
reasonably requested by Purchaser to assist in the prompt and orderly
transition of the Business to Purchaser.
4.8 Termination of Participation in Employee Benefit Plans.
Effective as of the Second Closing, the participation of the employees
of the Company in any and all employee welfare benefit plans of Seller,
including any group health insurance plan, group term life insurance
plan, disability plan, or dental plan, shall cease and be terminated,
except as may otherwise be required by law. Effective as of the Second
Closing, the employees of the Company shall cease to be eligible to
participate in any qualified or non-qualified employee retirement
benefit plan of Seller, including any profit sharing plan, employee
stock option plan, or deferred compensation arrangement. The benefits
of the employees of the Company in any such qualified or non-qualified
employee retirement benefit plan of Seller, if any, shall be paid to
the employees of the Company at such time, and in such manner, as
provided under the terms of such plan, and as provided by law. Seller,
Cura, Purchaser and the Cura Shareholders shall take, and shall cause
the Company to take, all action necessary or required to terminate the
participation of the employees of the Company in any such employee
benefit plans of Seller in accordance with these provisions.
4.9 Office Space. For a period of 12 month immediately following
the Closing Date, Seller shall provide Robert A. Wehrmeyer, Jr. with an
office and access to a reception area at KCI Real Properties on the 3rd
Floor of the KCI Tower located at 8023 Vantage Drive, San Antonio,
Texas 78230, or such other location designated by Seller and reasonably
acceptable to Mr. Wehrmeyer, for the sole purpose of managing the
Business; provided that (i) Mr. Wehrmeyer shall be responsible for all
phone charges, secretarial costs and other expenses directly related to
his occupancy of such office space and (ii) Mr. Wehrmeyer's occupancy
and use of such office space shall not disturb the business operations
of Seller.
ARTICLE 5
COVENANTS OF CURA, PURCHASER AND THE CURA SHAREHOLDERS
5.1 Review of the Company. Cura, Purchaser and the Cura
Shareholders may, prior to the Closing Date, through their respective
representatives, review the properties, books and records of the
Company. Seller shall cause the Company to permit Cura, Purchaser and
the Cura Shareholders and their respective representatives to have
reasonable access to the premises and to the books and records of the
Company during normal working hours and to furnish Cura, Purchaser and
the Cura Shareholders with such financial and operating data and other
information with respect to the business and properties of the Company
as Cura, Purchaser or the Cura Shareholders shall from time to time
reasonably request. The parties hereto acknowledge that Robert A.
Wehrmeyer, Jr., as an affiliate of Purchaser, has entered into a Letter
of Intent dated February 9, 1995 (the "Letter of Intent") and Cura,
Purchaser and the Cura Shareholders hereby agree that they and their
respective affiliates shall comply with the confidentiality provisions
set forth in paragraph 5 thereof.
5.2 Best Efforts. Cura, Purchaser and the Cura Shareholders,
jointly and severally, agree to use their best efforts to take, or
cause to be taken, all action to do, or cause to be done, and to assist
and cooperate with the other parties hereto in doing, all things
necessary, proper or advisable to consummate and make effective, in the
most expeditious manner practicable, the transactions contemplated by
this Agreement.
5.3 Use of Name. For a period of one (1) year immediately
following the Second Closing, Purchaser and/or a subsidiary controlled
by Cura shall have the right to use (i) the name "KCI Financial
Services" in the operation of the business of the Company and (ii) all
advertising, promotional and operational materials which have been
printed by the Company prior to the Closing Date which bear the name
"KCI Financial Services" (the "Printed Materials"). On or before the
one year anniversary of the Closing Date, Purchaser shall, and shall
cause the Company to, cease operating under the name "KCI Financial
Services'' or a name substantially similar and any other name or
trademark under which the Company is doing business, cease use of the
Printed Materials, and operate under a name that does not include the
word "Kinetic" or the initials "KCI" and is not deceptively similar
thereto. Further, Cura, Purchaser and the Cura Shareholders shall not,
nor permit the Company to, grant any rights to any individual,
corporation, partnership or other entity to use, or otherwise consent
to the use of, (i) any name or mark deceptively similar to "KCI
Financial Services'' or (ii) the Printed Materials.
5.4 Financing. Cura, Purchaser and the Cura Shareholders, jointly
and severally, agree to keep Seller continuously informed as to the
status of the discussions with Bank One relating to the financing of
the transactions contemplated hereby. Purchaser shall immediately
notify Seller if Cura, Purchaser or any of the Cura Shareholders have
reason to believe that Purchaser will not be able to obtain the funds
necessary to fund the transactions contemplated hereby.
5.5 Negative Covenants. Except as expressly provided herein,
between the First Closing and the Second Closing, without the prior
written consent of Seller which shall not be unreasonably withheld,
Purchaser shall not cause or permit the Company to:
(a) make any change in the Company's authorized or issued
capital stock; grant any stock option or other right to purchase shares
of the Company's capital stock or other securities; issue or make any
commitment to issue any security by the Company, including any security
convertible into capital stock; grant any registration rights; or
purchase, redeem, retire or make any other acquisition of any shares of
any capital stock or other securities;
(b) fail to pay or discharge when due any liability or
obligation of the Company, except where the Company, in good faith,
contests such liability or obligation; or
(c) enter into or amend any contract with Purchaser or Cura
or any affiliate of Purchaser or Cura.
ARTICLE 6
CERTAIN CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATIONS
All obligations of Purchaser to be discharged under this
Agreement are subject to the fulfillment, prior to or at the First
Closing, of each of the following conditions, unless waived in writing
by Purchaser by the First Closing:
6.1 No Material Adverse Change. From the date of this Agreement
to the Closing Date, there shall not have been a material adverse
change in the business, financial condition or results of operations of
the Company.
6.2 Representations and Warranties. The representations and
warranties of Seller contained in this Agreement or in any Schedule
delivered pursuant hereto shall be true and correct in all material
respects on and as of the Closing Date.
6.3 Performance of Agreements. Each and all of the agreements of
Seller to be performed at or prior to the Closings pursuant to the
terms hereof shall have been duly performed in all material respects.
6.4 No Injunction. No court or other government body or public
authority shall have issued an order which shall then be in effect
restraining or prohibiting the completion of the transactions
contemplated hereby.
6.5 Governmental Approvals. All governmental and other consents
and approvals necessary to permit the consummation of the transactions
contemplated by this Agreement shall have been received.
6.6 Conversion of Affiliate Debt. Seller shall have caused all
of the indebtedness owed by the Company to Seller or any of its
Affiliates to be converted into equity and the amount of such converted
indebtedness shall be treated as a contribution by Seller to the
capital of the Company.
6.7 Primary Vendor Agreement. Seller shall have executed and
delivered a Primary Vendor Agreement, in substantially the form of
Exhibit D hereto.
6.8 Artwork. Seller shall have transferred to Purchaser all of
its rights, title and interest, if any, in the artwork described on
Exhibit E hereto.
6.9 Assignment of Confidentiality Agreements. Seller shall have
assigned to the Company the Confidentiality Agreements between Seller
and each of the parties listed on Exhibit C hereto.
6.10 Assignment of Rights. Seller shall have transferred all of
Seller's rights, if any, to the assets listed on Exhibit F hereto.
ARTICLE 7
CONDITIONS TO SELLER'S OBLIGATIONS
All obligations of Seller to be discharged under this Agreement
are subject to the fulfillment, prior to or at the First Closing, of
each of the following conditions, unless waived in writing by Seller by
the First Closing:
7.1 Representations and Warranties. The representations and
warranties of Purchaser contained in this Agreement shall be true and
correct in all material respects on and as of the Closing Date.
7.2 Performance of Agreements. Each and all of the agreements of
Purchaser to be performed at or prior to the Closings pursuant to the
terms hereof shall have been duly performed in all material respects.
7.3 No Injunction. No court or other government body or public
authority shall have issued an order which shall then be in effect
restraining or prohibiting the completion of the transactions
contemplated hereby.
7.4 Governmental Approvals. All governmental consents and
approvals, if any, necessary to permit the consummation of the
transactions contemplated by this Agreement shall have been received.
7.5 Release of Seller. Seller shall have been released to its
satisfaction from any and all obligations arising under "Make-Well"
agreements, guarantees or similar arrangements executed by Seller in
connection with the Company's obligations arising out of its equipment
financing, including, without limitation, the financing arrangements
with Norwest Financial Leasing, Inc., Bank One Utah and First Security
Leasing.
ARTICLE 8
SURVIVAL OF REPRESENTATIONS;
INDEMNIFICATION
8.1 No Survival of Representations. Except for the
representations and warranties set forth in (a) Section 2.13 which
shall survive until April 30, 1996, and (b) Sections 2.7, 2.9 and 3.8
which shall survive until the longest statute of limitations period
applicable to the subject matter thereof has expired, the
representations and warranties of Seller and Purchaser contained in
this Agreement shall not survive the Closings.
8.2 Indemnification by Seller. Subject to the limitations and
terms set forth in this Article 8 and in Section 9.2 hereof, Seller
agrees to indemnify Purchaser with respect to any and all claims,
losses, liabilities, costs and expenses (including attorneys' fees and
reimbursable expenses) which may be reasonably incurred by Purchaser
arising out of any breach by Seller of any of Seller's representations,
warranties, covenants or agreements made in this Agreement; provided,
however, that Purchaser shall be entitled to seek indemnification
hereunder only when, and only with respect to the amount by which, the
aggregate of all such claims exceeds $10,000 (the "Basket").
Notwithstanding the foregoing, any claims for indemnification arising
out of the breach by Seller of the representations and warranties made
in Sections 2.7 and 2.9 hereof shall not be subject to, or applied
against, the Basket. The maximum liability of Seller to Purchaser for
indemnification hereunder shall be $7,225,000. Notwithstanding any of
the foregoing, Purchaser shall not be entitled to indemnification for
breaches of representations and warranties which do not survive the
Closings pursuant to Section 8.1 above or breaches of covenants and
agreements contained herein to be performed at or prior to First
Closing and, with respect to representations and warranties which
survive the Closings, Purchaser shall only be entitled to
indemnification hereunder with respect to claims for which Notice of
Claim (as hereinafter defined) shall have been given prior to the
termination of such representation and warranty pursuant to the terms
of Section 8.1 above.
8.3 Indemnification by the Company, Cura, Purchaser and the Cura
Shareholders. Subject to the limitations and terms set forth in this
Article 8 and Section 9.2 hereof, the Company, Cura, Purchaser and the
Cura Shareholders agree, jointly and severally, to indemnify Seller and
each of the directors and officers of Seller or the Company (exclusive
of any shareholders and affiliates of Cura), with respect to any and
all claims, losses, liabilities, costs and expenses (including
attorneys' fees and reimbursable expenses) which may be reasonably
incurred by Seller or any such directors or officers arising out of (i)
any breach by Purchaser of any of its representations, warranties,
covenants or agreements made in this Agreement, or (ii) the failure
after the Closing Date of the Company to pay or otherwise discharge
when due any contractual or other obligation relating to the Business
for which obligation Seller is primarily, secondarily or jointly and
severally liable, whether as guarantor or otherwise. Notwithstanding
any of the foregoing, Seller shall not be entitled to indemnification
for breaches of representations and warranties which do not survive the
Closings pursuant to Section 8.1 above or breaches of covenants and
agreements contained herein to be performed at or prior to Closings
and, with respect to representations and warranties which survive the
Closings, Seller shall only be entitled to indemnification hereunder
with respect to claims for which Notice of Claim (as hereinafter
defined) shall have been given prior to the termination of such
representation and warranty pursuant to the terms of Section 8.1 above.
8.4 Notice of Claim. Upon obtaining knowledge thereof, the
Purchaser or Seller, as the case may be (the "Indemnitee"), shall
promptly notify Seller or Cura, Purchaser and the Cura Shareholders,
as the case may be (the "Indemnitor"), in writing of any damage, claim,
loss, liability or expense which the Indemnitee has determined has
given or could give rise to a claim under Sections 8.2 or 8.3 hereof
(such written notice being hereinafter referred to as a "Notice of
Claim"). A Notice of Claim shall specify, in reasonable detail, the
nature of any claim giving rise to a right of indemnification.
8.5 Defense of Third Party Claims. With respect to any claim or
demand set forth in a Notice of Claim relating to a third party claim,
the Indemnitor may defend, in good faith and at their expense, any such
claim or demand, and the Indemnitee, at its expense, shall have the
right to participate in the defense of any such third party claim. So
long as the Indemnitor is defending in good faith any such third party
claim, the Indemnitee shall not settle or compromise such third party
claim. The Indemnitee shall make available to the Indemnitor or its
representatives all records and other materials reasonably required by
them for its use in contesting any third party claim and shall
cooperate fully with the Indemnitor in the defense of all such claims.
8.6 Limitations on Claims. In case any event shall occur which
would otherwise entitle either party to assert a claim for
indemnification hereunder, no loss, damage or expense shall be deemed
to have been sustained by such party to the extent of (i) any tax
savings realized by such party with respect thereto, or (ii) any
proceeds received by such party from any insurance policies with
respect thereto.
8.7 Knowledge. Seller shall not be liable under this Article 8
for a loss resulting from any event relating to a breach of any
representation or warranty made in this Agreement if Cura, Purchaser or
any of the Cura Shareholders had actual knowledge of such breach on or
before the Closing Date or should have discovered such breach on or
before the Closing Date during a reasonable due diligence review of the
Company's properties, books and records which were made available to
Cura, Purchaser and the Cura Shareholders and their respective
representatives.
8.8 Sole Remedy. The sole and exclusive remedy of the Company,
Cura, Purchaser and the Cura Shareholders for any and all claims under
this Agreement discovered after the First Closing shall be the
indemnity set forth in this Article 8, as limited by the provisions set
forth elsewhere in this Article 8 and Section 9.2 hereof.
Notwithstanding any provision in this Agreement to the contrary, no
party shall be able to avoid the limitations expressly set forth in
this Article 8 and Section 9.2 hereof by electing to pursue some other
remedy.
ARTICLE 9
MISCELLANEOUS
9.1 Knowledge of Seller. As used in this Agreement, the term "to
the knowledge of Seller", shall mean the actual knowledge of Jackie
Roerink, Larry Baker, Lulu Olson, Colleen Serrata or any of the
executive officers and directors of Seller exclusive of any actual
knowledge of Purchaser or any of the Cura Shareholders.
9.2 Rescission. In the event that the Second Closing does not
occur by 11:59 p.m. C.D.T. on June 15, 1995, Seller shall have the
right to rescind this Agreement and the transactions consummated at the
First Closing by delivering to Purchaser prior to 5:00 p.m. C.D.T. on
June 23, 1995 (i) a notice of such rescission and (ii) a corporate
check equal to the First Closing Payment. Immediately upon the receipt
by Purchaser of the last of the items set forth in clauses (i) and (ii)
of the preceding sentence, all transactions consummated at the First
Closing shall be null and void and of no force or effect, and Seller
shall be the sole stockholder of the Company.
9.3 Expenses. The parties hereto shall pay all of their own
expenses relating to the transactions contemplated by this Agreement,
including, without limitation, the fees and expenses of their
respective counsel and financial advisors.
9.4 Transfer Taxes. All stamp, transfer, documentary, sales,
use, registration and other such taxes and fees (including any
penalties and interest) incurred in connection with this Agreement and
the transactions contemplated hereby (other than those imposed on or
measured by the income of Seller) (collectively, the "Transfer Taxes")
shall be paid by Purchaser, and Purchaser shall, at its own expense,
procure any stock transfer stamps required by, and properly file on a
timely basis all necessary tax returns and other documentation with
respect to, any Transfer Tax and provide to Seller evidence of payment
of all Transfer Taxes.
9.5 Notification. Until the First Closing, each party shall
promptly inform the other in writing of any material variances
discovered by the other or its representatives in the representations
and warranties of either party contained in this Agreement.
9.6 Governing Law. The interpretation and construction of this
Agreement, and all matters relating hereto, shall be governed by the
laws of the State of Texas applicable to contracts made and to be
performed entirely within the State of Texas.
9.7 Publicity. Except as otherwise required by law or
regulation, none of the parties hereto shall issue any press release or
make any other public statement, in each case relating to or connected
with or arising out of this Agreement or the matters contained herein,
without obtaining the prior approval of Purchaser and Seller to the
contents and the manner of presentation and publication thereof. The
requirements of this Section 9 shall be in addition to those included
in paragraph 5 of the Letter of Intent.
9.8 Disclaimer of Unstated Representations. Seller makes no
representation or warranty to Cura, Purchaser or the Cura Shareholders
except as specifically made in this Agreement. In particular, Seller
makes no representation or warranty to Cura, Purchaser or the Cura
Shareholders with respect to any financial projection or forecast
relating to the Company.
9.9 Notices, Etc. All notices, requests, demands and other
communications hereunder shall be in writing and, unless otherwise
provided herein, shall be deemed to have been duly given upon personal
delivery or upon deposit in the United States Mail, postage prepaid,
certified or registered mail, return receipt requested, as follows:
If to Cura, Purchaser and/or the With a copy to:
Cura Shareholders:
Cura Capital Corporation Robert A. Wehrmeyer, Jr.
4722 South State Street Chairman and
Salt Lake City, Utah 84107 Chief Executive Officer
Attn: J.C. Norton, President 29739 S. Mellow Wind
Fair Oaks Ranch, Texas 78006
If to Seller: With a copy to:
Kinetic Concepts, Inc. Cox & Smith Incorporated
8023 Vantage Drive 112 E. Pecan, Suite 1800
San Antonio, Texas 78230 San Antonio, Texas 78205
Telephone: (210) 524-9000 Telephone: (210) 554-5257
Facsimile: (210) 308-3993 Facsimile: (210) 226-8395
Attn: Mr. Raymond R. Hannigan Attn: Mr. Stephen D. Seidel,
President and Esq.
Chief Executive Officer
Mr. Dennis E. Noll, Esq.
General Counsel
and Vice President
or at such other address as shall have been furnished to the other
parties in writing in accordance herewith, except that such notice of
such change shall be effective only upon receipt.
9.10 Parties in Interest. This Agreement may not be transferred,
assigned, pledged or hypothecated by any party hereto, other than by
operation of law except that (i) Purchaser may assign this Agreement to
any corporation which is majority owned by the Cura Shareholders and
(ii) the Purchaser may grant a security interest in its rights under
this Agreement to its secured creditors. This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and
their respective heirs, executors, administrators, successors and
permitted assigns.
9.11 Entire Agreement. This Agreement, including the Exhibits,
Schedules and other documents referred to herein which form a part
hereof, paragraph 5 of the Letter of Intent (as contemplated in Section
5.1 hereof) and the terms of the March 14 Letter, contain the entire
understanding of the parties hereto with respect to the subject matter
contained herein and therein. This Agreement supersedes all prior
agreements and understandings between the parties with respect to such
subject matter other than paragraph 5 of the Letter of Intent (as
contemplated in Section 5.1 hereof) and the March 14 Letter.
9.12 Amendments. This Agreement may not be changed orally, but
only by an agreement in writing signed by the parties hereto. Any
provision of this Agreement can be waived, amended, supplemented or
modified by written agreement of the parties hereto.
9.13 Severability. In case any provision in this Agreement shall
be held invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions hereof will not in any way
be affected or impaired thereby.
9.14 Third Party Beneficiaries. Each party hereto intends that
this Agreement shall not benefit or create any right or cause of action
in or on behalf of any person other than the parties hereto.
9.15 Further Assurances. Each party hereto shall use best efforts
to comply with all requirements imposed hereby on such party to cause
the transactions contemplated hereby to be consummated as contemplated
hereby and shall, from time to time and without further consideration,
either before or after the Closings, execute such further instruments
and take such other actions as any other party hereto shall reasonably
request in order to fulfill its obligations under this Agreement and to
effectuate the purposes of this Agreement and to provide for the
orderly and efficient transition of the ownership of the Company to
Purchaser. Each party hereto shall, for five years after the Closing
Date, retain its various books and records relating to the Company and
shall, upon prior notice, provide any party hereto and its authorized
representatives reasonable access thereto. Each party hereto shall
promptly notify the other parties hereto of any event or circumstances
known to such party that could prevent or delay the consummation of the
transaction contemplated hereby or which would indicate a breach or non-
compliance with any of the terms, conditions, representations,
warranties or agreements of any of the parties to this Agreement.
IN WITNESS WHEREOF, each of the parties hereto has duly executed
this Agreement as of the date first above written.
KCI FINANCIAL SERVICES, INC.
By: ________________________
Robert A. Wehrmeyer, Jr.
President
KINETIC CONCEPTS, INC.
By: _________________________
Dennis E. Noll
Vice President
CURA CAPITAL CORPORATION
By: ________________________
Robert A. Wehrmeyer, Jr.
Chairman of the Board,
Chief Executive Officer
and President
MG ACQUISITION CORPORATION
By: ________________________
Robert A. Wehrmeyer, Jr.
Chairman of the Board
Chief Executive Officer
CURA SHAREHOLDERS
Robert A. Wehrmeyer, Jr.
J.C. Norton
EXHIBIT A
List of Shareholders in CURA Capital Corporation
Robert A. Wehrmeyer, Jr.
John C. Norton
Robert A. Wehrmeyer, Jr. owns 70% and John C. Norton owns 20% of the
shares of CURA Capital Corporation.
EXHIBIT B
List of Equipment Categories Leased
Central Supply
Infusion
Monitoring
Respiratory
Specialty Beds
Diagnostic
Acute Care
General Care
Physical Therapy
Specialized Practicianer
Home Therapy
Misc. Medical Related
EXHIBIT C
CONFIDENTIALITY AGREEMENTS
1. Confidentiality Letter Agreement dated February 22, 1995 between
Kinetic Concepts, Inc. and Griffin Equity Partners, Inc.
2. Confidentiality Letter Agreement dated February 23, 1995 between
Kinetic Concepts, Inc. and Copelco Financial Services Group, Inc.
3. Confidentiality Letter Agreement dated February 22, 1995 between
Kinetic Concepts, Inc. and TETRA Financial Group.
4. Confidentiality Letter Agreement dated February 22, 1995 between
Kinetic Concepts, Inc. and LINC Anthem Corporation.
5. Confidentiality Letter Agreement dated February 22, 1995 between
Kinetic Concepts, Inc. and First Sierra Financial, Inc.
6. Confidentiality Letter Agreement dated February 22, 1995 between
Kinetic Concepts, Inc. and Americorp Financial, Inc.
7. Confidentiality Letter Agreement dated February 22, 1995 between
Kinetic Concepts, Inc. and Kropschot Financial Services.
8. Confidentiality Letter Agreement dated February 22, 1995 between
Kinetic Concepts, Inc. and Rockford Industries, Inc.
9. Consulting Agreement dated January 5, 1995 with Robert W.
Kohlmeyer, doing business as Corporate Capital Services.
EXHIBIT D
CONFIDENTIAL
KCI
FINANCIAL SERVICES, INC.
MEDICAL EQUIPMENT LEASING
PRIMARY VENDOR AGREEMENT
FOR
KINETIC CONCEPTS, INC.
AND
ITS SUBSIDIARIES
CONFIDENTIAL
KCI FINANCIAL SERVICES
MEDICAL EQUIPMENT LEASING
PRIMARY VENDOR AGREEMENT
This Primary Vendor Agreement (the "Agreement"), dated this 15th day
of June, 1995 by and between Kinetic Concepts, Inc., a
Texas corporation ("KCI"), and KCI Financial Service, Inc., a
Delaware corporation ("KCIFS").
WHEREAS, KCI and its direct and indirect subsidiaries
(hereinafter collectively referred to as the "KCI Companies") seek,
among other things, advantageous purchasing opportunities for its
customers and potential customers through the leasing of the
medical devices and equipment the KCI Companies distribute; and
WHEREAS, KCIFS is in the business of leasing medical devices
and equipment (collectively, "Medical Equipment") and providing
related services and is willing to offer advantageous leasing
opportunities to the customers of the KCI Companies;
NOW, THEREFORE, the parties hereto agree as follows:
1. Basis of Agreement. This agreement is a non-exclusive primary
vendor agreement for the lease of Medical Equipment as may be requested
by any of the KCI Companies on behalf of its customers. By designating
KCIFS as its primary vendor, KCI agrees, and agrees to cause the
other KCI Companies, to consider KCIFS first for their customers'
Medical Equipment leasing needs, subject to the terms and conditions set
forth herein. Notwithstanding any provision in this Agreement to the
contrary, this Agreement shall not obligate any of the customers or
potential customers of any of the KCI Companies and such customers and
potential customers may, in their sole discretion, lease Medical
Equipment and obtain related services from any third party vendor.
2. Term. The initial term of this Agreement (the "Initial Term")
shall commence on the date of this Agreement and shall terminate on the
third anniversary of such date, subject to earlier termination or
extension as hereinafter provided. Thereafter, KCI may, in its sole
discretion, extend the term of this Agreement for two successive twelve
month terms (each, an "Additional Term"). KCI may elect to extend the
term of this Agreement for the Additional Terms by giving written
notice to KCIFS, (i) with respect to the first Additional Term, at any
time prior to the expiration of the Initial Term and (ii) with respect
to the second Additional Term, at any time prior to the expiration of
the first Additional Term.
3. Primary Vendor; Non-Exclusivity. During the Term, the parties
agree that the KCI Companies may, from time to time, identify a
customer or potential customer to whom it desires to market and promote
its products and services jointly with the leasing programs and services
of a third party vendor. If any of the KCI Companies decides to pursue
such marketing strategy with a customer or potential customer, such KCI
Company shall first refer to the Price List (as hereinafter defined)
or, if the leasing program and services desired for such customer are
not on the Price List, request that KCIFS prepare a Quotation (as
hereinafter defined), for the purpose of determining the lease rates,
terms and conditions upon which KCIFS is willing to provide a leasing
program and related services for Medical Equipment to such customer
or potential customer (hereinafter referred to as the "KCIFS
Proposal"). In the event that a KCI Company believes that another
third party vendor may provide leasing programs and related services for
Medical Equipment on terms more favorable than the KCIFS Proposal, such
KCI Company may, in its sole discretion, solicit proposals from other
third party vendors to provide leasing programs and related services for
Medical Equipment to customers or potential customers. If such KCI
Company decides, in its sole discretion, to present a proposal of a
third party vendor to provide leasing programs and related services for
Medical Equipment to a customer or potential customer, such KCI Company
shall present the KCIFS Proposal unless such KCI Company believes that
the proposal of another third party vendor is more favorable, in which
event such KCI Company may present the proposal of such third party
vendor. Notwithstanding any provision in this Agreement to the
contrary, nothing herein shall (i) require any of the KCI Companies to
present a proposal to provide a leasing program and related services
for Medical Equipment to any customer or potential customer or (ii)
prohibit any of the KCI Companies from providing their own leasing
programs and related services for Medical Equipment to their customers
or potential customers.
4. Equipment Lease Programs. KCIFS shall offer the customers of
each of the KCI Companies certain leasing programs and related services
for Medical Equipment on the terms and conditions and at the lease
rates set forth on Exhibit A attached hereto (the "Price List"). KCIFS
may amend the Price List as it, in its sole discretion, deems
necessary including, without limitation, adding or deleting leasing
programs and changing lease rates. Notwithstanding the preceding
sentence, KCIFS shall not delete any leasing program or increase any of
the leasing rates set forth on the Price List for a period of six (6)
months from the date hereof and KCIFS shall notify KCI and provide the
KCI Companies with any proposed amendment to such Price List at least
sixty (60) days in advance of the effective date of any such
amendments. KCIFS will consider adding to the Price List such programs
and services that are not currently included on the Price List but for
which KCIFS receives frequent requests from the KCI Companies.
5. Types of Equipment to be Leased. KCIFS shall provide a lease
quotation (the "Quotation") to the KCI Companies for virtually any type
of FDA approved Class 1, 2, or 3 medical devises and/or equipment upon
receipt from any of the KCI Companies of a lease request in
substantially the form of Exhibit B attached hereto (the "Lease Request
Form"). The Lease Request Form shall describe in detail the
manufacturer, model, quantity, purchase price and desired lease options
for each desired lease. KCIFS shall respond with the Quotation directly
to the requesting KCI Company within 5 days of the request.
6. Reports. Within forty-five (45)days following the end of each
calendar quarter, KCIFS shall provide to the KCI Companies an
administrative activity sales report specifying the previous
quarter's volume of KCIFS leasing revenue for the customers of each KCI
Company and the aggregate revenue for the customers of the KCI
Companies.
7. Purchase Orders. If a customer accepts a KCIFS Proposal, the
customer, or the KCI Company on behalf of such customer, will, place
the order for Medical Equipment with KCIFS. Any dispute concerning
such purchase orders or any invoices, goods, materials, shipments,
schedules, and deliveries related thereto shall be handled by KCIFS
directly with the customer which has placed such purchase order.
8. Propietary/Confidential Information. KCI acknowledges
KCIFS's proprietary rights in the programs and services covered by
this Agreement and further agrees that all reports, documents and
materials provided to the KCI Companies constitute "Confidential
Information"; provided, however, the term "Confidential Information"
does not include information (i) which was publicly known, or
otherwise known to any of the KCI Companies, at the time of
disclosure, (ii) which subsequently becomes publicly known through no
act or omission by the KCI Companies, or (iii) which otherwise becomes
known to any of the KCI Companies, other than through disclosure by
the KCI Companies, provided that such source is not a source that the
KCI Companies have actual knowledge is bound by a confidentiality
agreement with or other contractual, legal or fiduciary obligation of
confidentiality to KCIFS or any other party with respect to such
information. KCI agrees, and agrees to cause the other KCI Companies,
to maintain such Confidential Information in confidence and, in all
circumstances, KCI agrees that such Confidential Information shall
remain the exclusive property of KCIFS and, except as contemplated by
this Agreement, may not be duplicated or used in any way by the KCI
Companies at any time during or after the term of this Agreement without
the prior written consent of KCIFS. Except with respect to customers
and potential customers of the KCI Companies, the Confidential
Information shall not be made available to organizations, corporations,
or individuals not directly associated with the KCI Companies. Upon
termination of the Agreement, KCI shall, and shall cause the other KCI
Companies to, if requested, return to KCIFS documents and materials
containing Confidential Information provided by KCIFS to the KCI
Companies, except as otherwise necessary for KCI Companies' record
keeping.
9. Books and Records. KCIFS agrees to keep, maintain and
preserve complete and accurate books, records and accounts of the
transactions contemplated hereby and such additional books, records and
accounts as are necessary to verify KCIFS's compliance hereunder.
All such books, records and accounts shall be available for
inspection and audit by the KCI Companies and their respective
authorized representatives at any reasonable time during the term
of this Agreement and for two years thereafter, with reasonable
frequency, during reasonable business hours, and upon reasonable
notice. All such audits shall be conducted solely at the expense of
the KCI Companies. The exercises by the KCI Companies of the right
to inspect and audit shall be without prejudice to any other rights or
remedies of the KCI Companies.
10. Termination. Notwithstanding any provision of this
Agreement to the contrary, this Agreement may be terminated by
either party on the first anniversary date of this Agreement, or any
succeeding anniversary date, provided that such party's decision to
terminate this Agreement shall be given by such party to the other
party at least six (6) months prior thereto. In the event either party
shall give notice to the other that such other party has
materially defaulted in the performance of any obligation under
this Agreement, and such default shall not have been cured within
thirty (30) days following the giving of such notice in writing, the
party giving such notice shall have the right to terminate this
Agreement immediately.
11. Force Majeure. If either of the parties hereto is delayed
or prevented from fulfilling any of the obligations under this
Agreement by Force Majeure, said party shall not be liable for any
loss or damage resulting from the delay or failure thereof. "Force
Majeure" means any cause beyond the reasonable control of a party.
12. Indemnity. KCIFS agrees to indemnify the KCI Companies
against and hold it harmless from and against all damages, losses,
costs and expenses imposed upon or incurred by any of the KCI
Companies for damages resulting from the death or injury to persons
or destruction of property resulting from or arising out of (i) any
breach or failure to perform any of KCIFS's representations,
warranties, covenants or agreements herein or (ii) any operations or
activities of KCIFS.
13. Waiver. The failure of any party to this Agreement at any time
or times to require the performance of any provisions of this
Agreement shall in no manner affect the right to enforce the same; and
no waiver by any party to this Agreement, whether by conduct or
otherwise, in any one or more instances, shall be deemed or construed
either as a further or continuing waiver of any such provision or
breach or as a waiver of any other provision (or of a breach of any
other provision) of this Agreement.
14. Severability. If any part of this Agreement should be held to
be void or unenforceable, such part will be treated as severable,
leaving valid the remainder of this Agreement notwithstanding the part
or parts found void or unenforceable.
15. Assignment. The Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and
assigns, but may not be assigned without the prior written consent of
the other party. KCIFS shall have the right to assign this Agreement
to any entity controlled by KCIFS shareholders.
16. Governing Law. The validity of this Agreement, the
interpretation of the rights and duties of the parties hereunder and
the construction of the terms hereof shall be governed in accordance
with the laws of the State of Texas.
17. Notice. Any notice or other communication by either party to
the other shall be in writing and shall be given, and be deemed to
have given, if either delivered personally or by certified mail
addressed to:
If to the KCI Companies If to KCIFS:
Kinetic Concepts, Inc. KCI Financial Services, Inc.
8023 Vantage Drive 4733 South State Street
San Antonio, Texas 78230 Salt Lake City, Utah 84107
Telephone: (210) 524-9000 Telephone: (801) 281-2100
Facsimile: (210) 308-3993 Facsimile: (801) 281-2108
Attn: Mr. Dennis E. Noll, Esq. Attn: J.C. Norton
General Counsel President
and Vice President
or to such other address, and to the attention of such other person
or officer as either party may designate in writing.
19. Authorization. Each of the persons executing this Agreement on
behalf of a corporation or other legal entity personally warrants and
represents that they have the requisite and necessary approval
and authority to execute the Agreement on behalf of the corporation or
other legal entity on whose behalf this Agreement is signed.
20. Complete Agreement. This Agreement and all exhibits
attached hereto shall constitute the entire agreement of the parties
and shall supersede any and all other agreements, whether oral or
written, between the parties hereto with respect to the subject
matter hereof, and there are no other agreements, terms or conditions
relating to the subject matter of this Agreement which are not
contained herein.
21. Amendment and Modification. This Agreement may be amended or
modified only by written agreement executed by KCIFS and KCI.
22. Joint Venture, Partnership and Agency. Nothing contained in
this Agreement shall be deemed to create a joint venture, partnership
or agency relationship between KCIFS and any of the KCI Companies.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement effective as of the date first above written.
KINETIC CONCEPTS, INC.
By: DENNIS E. NOLL
Dennis E. Noll, Vice President
KCI FINANCIAL SERVICES, INC.
By: ROBERT A. WEHRMEYER, JR.
Robert A. Wehrmeyer, President
EXHIBIT E
Artwork
The actual document says "See Attached".
The attachments are seven (7) pieces of contemporary artwork entitled
"Creating Efficiencies for Healthcare".
EXHIBIT F
QUITCLAIM DEED
This Quitclaim Deed (the "Quitclaim") is executed as of the 15th
day of June, 1995, by Kinetic Concepts, Inc., a Texas corporation
("Seller"), in favor of KCI Financial Services, Inc., a Delaware
corporation (the "Company").
W I T N E S S E T H:
WHEREAS, Seller proposes to enter into a Stock Purchase Agreement
(the "Stock Purchase Agreement") with the Company, MG Acquisition
Corporation, a Delaware corporation ("Purchaser"), Cura Capital
Corporation ("Cura"), a Delaware corporation and parent of Purchaser,
and the individuals listed on Exhibit A thereto (the "Cura
Shareholders") being the principal shareholders of Purchaser,
whereby Seller will sell 346 shares of common stock, par value $.10
per share (the "Common Stock"), to Purchaser and 654 shares of Common
Stock to the Company; and
WHEREAS, as a condition precedent to the consummation of the
transactions contemplated by the Stock Purchase Agreement, Seller has
agreed to quitclaim all of its rights, if any, to certain assets to the
Company;
NOW, THEREFORE, for and in consideration of Ten and No/100
Dollars ($10.00) and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Seller does
hereby quitclaim to the Company all of Seller's right, title and
interest, if any, in and to the following:
(i) the artwork set forth on Exhibit A attached hereto and
incorporated herein by reference; and
(ii) the assets listed on Exhibit B attached hereto and
incorporated herein by reference.
All of the assets set forth or incorporated by reference in this
Quitclaim are hereinafter collectively referred to as the "Assets".
Seller does not make any representations herein that it has title to any
of the Assets.
IN WITNESS WHEREOF, Seller has duly executed this Quitclaim as of
the date first above written.
KINETIC CONCEPTS, INC.
By: DENNIS E. NOLL
Dennis E. Noll, Vice President
EXHIBIT A
(to the Quitclaim Deed)
Artwork
Included are seven (7) pieces of contemporary artwork
entitled "Creating Efficiencies for Healthcare".
EXHIBIT F *
Assets to be Sold
A All of the following assets are located at 4733 South State
Street, Suite 200, Salt Lake City, UT 84107
(i) Owned Assets:
a. Office Furniture - See Schedule 1
b. Office Equipment - See Schedule 2
c. Off Lease Medical Equipment - See Schedule 3
d. Commercial Software Programs - See Schedule 4
(ii) Leased Assets:
a. Xerox Model 5350 Copy Machine
b. Pitney Bowes Postage Meter
All of the following assets are located at 8023 Vantage Drive,
San Antonio, TX 78230
(i) Owned Assets:
a. Office Furniture - See Schedule 5
B Leased Assets (Company as Lessor):
Schedule 6 is a listing of all assets leased by Company
* Also serves as Exhibit "B" to the Quitclaim Deed
EXHIBIT F
Schedule 1
Office Furniture
Qty Items
1 2 door Cole vertical file cabinet
4 2 drawer file cabinet - lateral
2 2 drawer file cabinet - vertical
6 4 drawer file cabinet
3 5 drawer file cabinet
2 60" table
9 burgundy wheeled chairs
3 black board
1 black executive chair
2 black end table
3 black leather arm chairs
1 black love seat and chair set
1 computer table
1 DBL Herman Miller wall/work station w/wall flippers
4 kitchen chairs
1 desk w/ drawer
1 dining table
1 drawer file cabinet 30" wide lateral
1 fax stand
6 Herman Miller work station
16 Herman Miller work station wall boards
16 Harman Miller work station wall files
1 microwave
1 fridge
9 potted plants
1 printer stand
2 printer table
2 purple love seat
1 postage machine table
1 table lamp
2 typewriter stand
3 walnut credenza
1 walnut DBL pad desk
19 wheeled office chairs
1 wall unit w/48" file drawer & magazine rack
1 wall unit with wipe board
1 walnut 3 shelf book case
1 walnut desk
1 walnut desk with left return
1 walnut printer stand
1 walnut 5 shelf book case
3 Desk/Credenza Sets
3 Bookcase
1 Purple Couch
EXHIBIT F
Schedule 2
Office Equipment
Qty Items
8 Ten Key calculators
1 Canon Fax Machine s/n B002814
1 Canon 350 Typewriter s/n A92024185
9 CPU's s/n CK11239, CK11242, 18412,
4002518,PCC23485,6326HEP61405,
NWC32439,CK11103
1 Dictaphone Transcriber
12 Panasonic Telephones
1 Panasonic Switch
1 IBM Typewriter
12 Key Boards s/n 00097122, 42630152,
HN9445007234, HN9449003094,
HN9449007242, 901044M18391,
I7539207,901044M18410,
00099658, HY487044, 83500132T,
00099103
1 Toshiba Lap Top Computer 01313547A
2 HP Laser Jet II Printers s/n 2814J14057
3 HP Laser Jet IIp Printers s/n 3003J0056E, 3002J002K2,
3003JG1GH7
3 Modems s/n 8640085, 04553371, 332525
10 Monitors s/n 129171715, MBQHA212316039,
049296719, 7XC05334A, 40400621,
143805001, 09N07655D, 13L06070C
5 Okidata Microline 320 Printers s/n 003C0295455, 808A0056993,
005CD347232, 94231787,
209C6805339
1 Toshiba Docking Station s/n 5215643
1 CPU Network s/n 6251HDT30052
1 FAX Server s/n B002814
1 Tape Backup
1 HP Paintjet 300 XL Printer s/n 3205A27401
1 Canon Canonfile 510 Scanner s/n 32100685
1 Canon Fileprint 300 s/n L10240A
SCHEDULE F
SECTION 3
OFF-LEASE EQUIPMENT
EQUIPMENT DESCRIPTION ASSET KEY SERIAL #
Adult Star Vent (4) 9656
Adult Star Vent 7934 21152112
Adult Star Vent 7935 25154112
Adult Star Vent 7936 21518122
Adult Star Vent 7937 25164122
Arcon St Static Testing 4406 50130
Arcon HD Hand Dynamometer 4407 4099
Arcon HD Hand Dynamometer 4408 4565
Arcon ROM Dual Inclinometer 4409 3137
Arcon ELC Dynamic Lift Task 4410 6061
Arcon SVA Static Video Anal. 4411 7011
U of M Software 4412
AVI 210 210001521
AVI 210 210001143
AVI 210 210001492
AVI 210 210001249
AVI 210 210001539
AVI 400 400008288
AVI 400 8310
AVI 400 8893
AVI 400 8902
AVI 400 8947
AVI 400 9044
AVI 400 9077
Bard Rechargable Batt- Pack 8849 B070877
Bard Rechargable Batt- Pack 8850 D010854
Bard Rechargable Batt- Pack 8851 C101005
Bard Rechargable Batt- Pack 8852 B070879
Bard Rechargable Batt- Pack 8853 D010836
Bard Rechargable Batt- Pack 8854 D050703
Bard 202 8183 C110410
Bard 202 8184 C110457
Bard 202 8185 C110216
Bard 202 8186 C110208
Bard 202 8187 8083552
Bard 202 8188 C100911
2 Bard 202's 9546 D051095
Bard 202 9547 D041086
Bard 202 6863 C050179
Bard 202 6864 C050044
Bard 202 6865 C050125
Bard 202 6866 C050163
Bard 202 6867 C050043
Bard 202 6868 C050150
Bard 202 6869 C050032
Bard 202 6970 C031303
Bard 202 6971 C050108
Bard 202 6972 C050181
Bard 202 6973 C050169
Bard 202 6974 C050142
Bard 202 6975 C050065
Bard 202 6976 C050175
Bard 202 6977 C050033
Bard 202 6978 C050149
BARD 202 POLE CLAMPS 6879 76563
Bard 202 9923 D041057
Bard 202 9964 D041129
Bard 202 9965 D050821
Bard 202 9966 D050348
Bard 202 9967 D041112
Bard 202 9968 D041070
Bard 202 9969 D040282
Bard 202 9970 D041130
Bard 202 9971 D041051
Bard 202 9972 D041128
Bard 202 9973 D041053
Bard 202 9974 D041055
Bard 202 9289 C110259
Bard 202 9306 C110246
Bard 202 9307 C121158
Bard 202 9308 D010040
PUMP POLE LOCK 9309 77355
PUMP POLE LOCK 9310 77355
PUMP POLE LOCK 9311 77355
PUMP POLE LOCK 9312 77355
500 ML RESERVOIR 9313
501 ML RESERVOIR 9314
502 ML RESERVOIR 9315
503 ML RESERVOIR 9316
BARD 202 W/RESERVOIR 359 B090826
BARD 202 W/RESERVOIR 360 B100256
BARD 202 W/RESERVOIR 361 B090825
BARD 202 W/RESERVOIR 362 B090828
BARD 202 W/RESERVOIR 363 B100299
BARD 202 W/RESERVOIR 364 B090828
BEAR 3 VENT 6347
BEAR 3 VENT 6348 02710
BEAR 3 VENT 6350 02716
EXT WARRANTY FOR UPGRD 6352
EXT WARRANTY FOR UPGRD 6353
EXT WARRANTY FOR UPGRD 6354
EXT WARRANTY FOR UPGRD 6355
EXT WARRANTY FOR UPGRD 6356
FREIGHT FOR BEAR VENTS 6361
IVAC 230 3658
IVAC 2080A THERMOM. 1568
IVAC 2080A THERMOM. 1569
IVAC 2080A THERMOM. 1570
IVAC 2080A THERMOM. 1571
IVAC 2080A THERMOM. 1572
IVAC 2080a Thermometers (25) 4239
IVAC 2080a Thermometers (7) 81
IVAC 2080A THERMOM. 1906 54094
IVAC 2080A THERMOM. 1907 54720
IVAC 2080A THERMOM. 1908 54182
IVAC 2080A THERMOM. 1909 54632
IVAC 2080A THERMOM. 1910 54276
IVAC 2080A THERMOM. 1911 65247
IVAC 280 2970 14853
IVAC 280 2971 14842
IVAC 280 2972 14849
IVAC 280 2973 14847
IVAC 280 2974 14791
IVAC 280 2975 14871
IVAC 280 2976 14825
IVAC 280 2977 14832
IVAC 280 2978 14911
IVAC 280 2979 14473
IVAC 280 2980 14829
IVAC 280 2981 14894
IVAC 280 2982 14827
IVAC 280 2983 14836
IVAC 580 STARFLOW 10 13057G
IVAC 310 PCA 1615 3010510
IVAC 310 PCA 1616 3010514
IVAC 310 PCA 1617 3012348
IVAC 310 PCA 1618 3012350
IVAC 310 PCA 1619 3012355
IVAC 310 PCA 1620 3012377
IVAC 310 PCA 1626
IVAC 310 PCA 1627
IVAC 560+ 1868 001089WA
IVAC MODEL 4200 7952
CORE CHECK TEMP 7953
IVAC MODEL 4200 8059
IVAC MODEL 4200 8060
IVAC MODEL 4200 8061
IVAC MODEL 4200 8062
IVAC MODEL 4200 8063
IVAC MODEL 4200 8064
IVAC MODEL 4200 8065
IVAC MODEL 4200 8066
IVAC MODEL 4200 8067
IVAC MODEL 4200 8068
IVAC MODEL 4200 8069
IVAC MODEL 4200 8070
IVAC MODEL 4200 8071
IVAC MODEL 4200 8072
IVAC MODEL 4200 8073
IVAC MODEL 4200 8074
IVAC MODEL 4200 8075
IVAC MODEL 4200 8076
IVAC MODEL 4200 8077
IVAC MODEL 4200 8078
IVAC MODEL 4200 8079
CORE CHECK TEMP 8080
CORE CHECK TEMP 8081
CORE CHECK TEMP 8082
CORE CHECK TEMP 8083
LIFENET STM 10768 9034019261
LIFENET STM 10769 8950002861
LIFENET STM 10770 8950004761
LIFENET STM 10771 8951005861
LIFENET STM 10772 9027017761
LIFEPAK 5 241 40955
NELLCOR N-1000 MONITOR 1556 20013948
NELLCOR N-1000 MONITOR 1557 20012322
NELLCOR N-1000 MONITOR 1558 20012323
Protocol Propaq 104-EL 7014 ME00828
Protocol Propaq 104-EL 6954 MEO0678
Protocol Propaq 104-EL 6956 MEO0673
Protocol Propaq 104-EL 6957 MEO0670
Protocol Propaq 104-EL 8682 MEO2099
Protocol Propaq 104-EL 8689 MEO2173
Protocol Propaq 104-EL 8691 MEO2174
Protocol Propaq 104-EL 8692 MEO3065
Protocol Propaq 104-EL 8693 MEO2168
Protocol Propaq 104-EL 8697 MEO2255
Protocol Propaq 104-EL 8700 MEO2167
Protocol Propaq 104-EL 8701 MEO2068
Protocol Propaq 104-EL 8702 MEO2179
Protocol Propaq 104-EL 8705 MEO2180
Protocol Propaq 104-EL 8707 MEO2169
Protocol Propaq 104-EL 9410 MEO3000
Protocol Propaq 104-EL 9412 MEO3003
Protocol Propaq 104-EL 9413 MEO2999
Protocol Propaq 104-EL 9417 MEO2997
Protocol Propaq 104-EL 9515 MEO3295
Protocol Propaq 104-EL 9516 MEO3296
Protocol Propaq 104-EL 9517 MEO3294
Protocol Propaq 104-EL 9518 MEO3298
Protocol Propaq 104-EL 9519 MEO3261
Protocol Propaq 104-EL 9520 MEO3266
Protocol Propaq 104-EL 9521 MEO2952
Protocol Propaq 104-EL 9522 MEO3263
Protocol Propaq 104-EL 9523 MEO3265
Protocol Propaq 104-EL 9524 MEO3260
Protocol Propaq 104-EL 9525 MEO3267
Protocol Propaq 104-EL 9526 MEO3264
Protocol Propaq 104-EL 9527 MEO3259
Protocol Propaq 104-EL 9528 MEO3262
Quest Access Mobility System 4900 A7-91
Space Labs 4282
ValleyLab 2000B 1875 K6G6213B-11
ValleyLab 2000B 1876 K6H6542B-11
YAG LASER 150
YAG LASER 4276 8011
ZOLL DEFIB/PACE 4270 2246
PCA Infusion Pump 1830 9200111
PCA Infusion Pump 1831 9240102
PCA Infusion Pump 1832 9240109
PCA Infusion Pump 1833 9240112
PCA Infusion Pump 1834 9240199
BEAR 3 VENTILATOR 1795 2037
BEAR 3 VENTILATOR 1796 2026
BEAR 3 VENTILATOR 1797 2052
BEAR 3 VENTILATOR 1798 2001
BEAR 3 VENTILATOR 1799 2008
BEAR 3 VENTILATOR 1800 2030
BEAR 3 VENTILATOR 1801 2050
BEAR 3 VENTILATOR 1802 2058
BEAR 3 VENTILATOR 1803 2034
BEAR 3 VENTILATOR 1804 2021
IVAC 2080A THERMOMETER 3511-8579
DATASIM 6100 PATIENT SIM 12948 132
DATASIM 6100 PATIENT SIM 12975 498
INTRA-AORTIC; LEAD & MCLI 12976
MICROAIR 1000 T 12501 9170347
MICROAIR 1000 T 12507 9170345
MICROAIR 1000 T 12508 9170505
MICROAIR 1000 T 12509 9170348
MICROAIR 1000 T 12510 9170622
MICROAIR 1000 T 12511 9170721
MICROAIR 1000 T 12512 9170245
MICROAIR 1000 T 12513 9170596
MICRO BED 1000 T 13519 9170346
MICRO BED 1000 T 13520 9170348
MICRO BED 1000 T 13521 9170505
MICRO BED 1000 T 13522 9170347
MICRO BED 1000 T 13523 9170627
EXHIBIT F
Schedule 4
Commercial Software Licenses *
Lease Plus
Real World
WordPerfect
Microsoft Excel
Microsoft Windows
Microsoft Publisher
Microsoft Powerpoint
MS-Dos
Visio
* Existing software licenses granted to KCI Financial Services, Inc.
This conveyance does not relate to any other license granted to
Kinetic Concepts, Inc. or any of its other direct or indirect
subsidiaries.
EXHIBIT F
Schedule 5
Office Furniture
Qty Items
- --- -----
1 4 Shelf Dark Wood Cabinet
2 Straightback, Stationary Blue Leather Executive chairs
with Armrests
1 Executive Highback Blue Leather swivel Chair
2 Maroon Barrel Chairs
1 Wingback Highback Maroon Chair
1 Eagle claw Square Cocktail Table
1 HP Laserjet 4 Printer, s/n SAHQ15L204
1 Compac Proline 4-33 Computer
1 Samsung SyncMaster 3 Monitor
1 Compac Keyboard
1 Secretary's Desk
2 Printer Cabinets
EXHIBIT F
SCHEDULE 6
LEASED ASSETS (COMPANY AS LESSOR)
LEASE NUMBER DESCRIPTION OF LEASED EQUIPTMENT
100249 Various Office Furnishing
100315 Various
100382 LP10 w/pace 3
100385 Intelligent Infusion Pump
100399 various see file
100409 Coloniscope
100413 Defibulators w/ quickpace
100426 VARIOUS
100447 3 Anesthesia systems
100450 4 Lifepak Defibrillators
100461 various
100476 Anesthesia Machine
100483 various spacelabs equipment
100490 various
100491 VARIOUS
100500 3 Ventilators
100512 Surgical Microscope
100520 VARIOUS
100521 T.V.'s & Video players
100523 Pump
100531 Infusion Pump
100535 PCA Pump
100541 59 Healthdyne BX-5000
100542 ATL Ultra Sound
100551 Resolution Video Camera System
100562 Pump
100576 various
100597 Spacelabs Equipment
100619 Infusion Pump
100623 3 Lifepak 300's
100631 Oifepak 3 w/ pacing
100635 VARIOUS
100638 various-see file
100642 3700 Multi Charter
100659 2-Lifepak 10 w/pacing & 1-BSS
100688 BEAR 33 VENT W/ACCUM
100694 (10)LIFEPAK 10 W/ CARRYING CASE
100713 VARIOUS
100717 Lifepak 10
100722 VARIOUS
100723A ACCESS MOBILITY SYSTEM
100726 Lifepak 10 w/pacing
100759 DPX SYS, DELL, 486-200, DELL MON
100776 VARIOUS
100784 INFRASONICS ADULT STAR VENTILATOR
100785 ADULT BEDSIDE MONITOR SYSTEM
100787 BARD PCA 1 PUMP
100789 ATC 212B MACHINE BARCODE SYSTEM
100795A ACCESS MOBILITY SYSTEM
100800 VARIOUS
100801 ADDRESSOGRAPH DATACARD 210 EMBOSS
100811 EDENTEC SYSTEM 400 APNEA MONITORS
100821 SIEMENS 900C
100829 DANNIFLEX 450 LOWER LEG CPM
100832 VARIOUS
100847 VARIOUS
100854 HARVARD PCA PUMP W/POLE,CLAMP,WAR
100856 MC44D OXYGEN CONCENTRATOR
100864 VARIOUS
100865 (1) SIX PATIENT MULTI-LEAD T/SYS
100868 BEAR 33 PORTABLE VENTILATOR
100885 VARIOUS
100887 VARIOUS
100892 PCA 1 PUMP
100893 PCA I PUMP 6VDC
100894 5325 SCD CONTROLLER
100898 VH820 HUMIDIFIER
100899 AMBULATORY PCA PUMP W/POLE CLAMP
100902 ATRAC 7000 MONITOR
100903 ARTRAC 7000 MONITOR
100904 VARIOUS
100911 URF-P2 OES TRANS. FIBERSCOPE
100917 PCA I PUMP
100931 BUYOUT FROM IMED
100934 VARIOUS
100936 Bear 3 Ventilator
100937 VARIOUS
100938 VARIOUS
100939 DATACARE 310 EMBOSSER W/KEYBOARD
100940 VARIOUS
100941 VARIOUS
100942 VARIOUS
100947 CORE CHECK TYNPANIC THERMOMTER
100948 VARIOUS
100953 COMPUTER W/INSTALL AND CABLING
100959 VARIOUS
100960 VARIOUS
100969 VARIOUS
100970 VARIOUS
100972 KINAIR TC BED
100976 400A PUMP USA/EN-120V
100977 PCA INFUSION PUMP
100983 2000W/MMU and 4490 Oxyg Concen
100984 INFUSOR PUMP
100985 PROPAQ 102/LCD ECG, NIBP, 2 TEMP
100989 6 CHAN FUKUDA DS3300 MONITOR SYST
100996 (3) Datascope Passport IR EL
100998 (3) Pulse Oximeters
101008 (3) First Step
101010 (55) Bard Ambulatory PCA
101014 (3) First Step
101018 (20) DeVilbiss 44-90 OX Concen
101023 (4) Richards CPM Machines
101028 (3) P.B. 7200 AE Vents
101032 Seabrook, Danninger
101033 (12) Danninger 500 CPM
101034 Various Medical Equipment
101035 (20) P.B. 7200 AE Vents
101037 (1) Olympus TJF-20 OES Duodeno
101039 (1) Konica QX 400 Processor
101040 (45) IVAC 310PCA PUMPS
101042 (10) Danninger 500 CPM
101050 (8) Bear 33 Ventilators
101053 (1) Propaq 102 EL with Printer
101056 (50) P.B. 590 Companion
101066 (2) Richards 4091 CPM
101070 (8) Bard Amb. PCA pumps
101073 (1) Nihon Kohden 8340A ECG
101076 (1) P.B. 7200 AE Vents
101077 (3) Datascope Accutor 3 SAT
101079 (20) PCA2 (12) IV Poles
101080A VARIOUS
101081 (1) Orbiter 75 DOT
101082 (1) Bear 33 Ventilator
101084 (1) Ohmeda Rascal 2 Anesthesia
101085 (3) Bard PCA1 Pumps
101086 (1) Datascope Visa Central Mon
101093 (3) Nellcor N-200 Pulse oximeters
101095 (6) Ivac 310 PCA Pumps
101096 VARIOUS
101098 (1) Zoll PD 1400 Pacemaker
101103 (5) Bear 1000 Graphics Display
101104 (40) PCAII pumps (11) Printers
101108 Phototherapy Light and Pad
101109 (30) DeVilbiss O2 Concentrator
101114 (1) Propaq 104 LCD
101118 (1) MT-325 TOITU
101121 (6) Bard Ambulator PCA & Poles
101122 (2) Kendall 5325 SCD
101123 Various Medical Equipment
101124 (8) Ivac PCA Pumps
101125 Various Medical Center
101128 (3) Ohmeda 3740 Pulse oximeter
101130 (4) Propaq 106 EL (4) cuff kit
101133 (4) Seabrook Electro Cool
101140 (1) Propaq 102 EL
101144 (20) DeVilbiss 4490 O2 Concent
101149 (2) Oxicom 3000
101151 (6) N-180 (6) N-30
101153 (1) Keller KMS 840 Mini Defib
101155 (4) 486 SX/25 MHZ COMPUTERS
101156 (5) Propaq 106 EL
101161 Various medical equipment
101162 Various Equipment
101163 (1) Lifecare PLV 102 Ventilatr
101164 VARIOUS
101165 Refurbished Picker 1200 SX CT
101166 (1) First Step with Mattress
101171 Various Medical Equipment
101172 (1)MiniMed III (3)N-10 (3)1250
101173 (1) Visa Central (4) Passport
101176 (1) Bear 33 Ventilator
101177 Internal Feeding pumps
101182 (2) Propaq 104 EL Monitors
101183 (5) Zoll PD-1400 Defib
101185 (1) MDE Escort 300A
101189 (4) 486SX/25 Computer System
101190 (2) Bard PCA2 Pumps
101193 (1) Bear 33 Ventilator
101194 (2) BD 360 (4) Sigma 6000+
101197 Medical Equipment
101198 (2) Zoll Defibrillator
101202 (20) Bard Ambulator PCA pumps
101203 (4) Seabrook Electrocool
101204 (5) 7000 Monitors (15) Dinamap
101205 (30) Medfusion 2001 Infusion
101206 (2) Shoulder CPM (2) Ankle CPM
101207 Protocol and Lifecare Equip.
101208 (2) Infant Star (1) Star Vent
101209 CPSI Computer System 2000
101210 (1) Finesse Smoke Evacuator
101211 BEAR 33 VENTILATORS/ACCUMULATOR
101212 (15) MMU (10) MMU & Apnea
101213 (1) N-180 Pulse Oximeter
101214 (1) OVC Adapter #43101
101216 (10) Bard PCA II
101219 Various Ventilations
101220 Various Medical Equipment
101221 (175) Smart Monitors 970S
101223 VARIOUS SPACELAB EQUIPMENT
101224 (8) Criticare Poet II Monitor
101225 (2) Artromot Shoulder CPM
101226 (8) Seabrook Electri-Cool
101227 (2) Critikon Dinamap 8100
101228 (1) Propaq 102 EL
101229 (2) Propaq 102/EL
101230 (1) Stretchair (3) Computers
101231 (5) Danninger 460 Knee CPM
101232 (7) Invacare Hospital Beds
101233 (5) Ohmeda 5200 CO2 Monitor
101234 (1) Propaq 104/EL Monitor
101235 (1) Lifepak 10 with pacing
101236 Various Olympus Scopes
101237 Corometrics 556 Neotrak Monitr
101238 (82) Monitoring Systems
101240 (20) DeVilbiss 02 Concentrator
101242 (12) CADD-PCA 5800 (3) 5400
101243 Airshields IC Warming Table
101244 Various Medical Equipment
101245 O203) Baxter Infusion Pumps
101246 (1) Datascope 3000 Monitor
101247 (8) N-180, (2) N-6000
101248 (1) Visa Central Monitor Stat
101250 (1) MEMS Hardware Package
101251 (1) MEMS Hardware Package
101252 Gateway 2000 w/Micro Design
101254 (1) Oxinet System, (8) N-200
101256 Blood Bank Refig, Coag-A-Mate
101258 Oxygen Tank Equipment
101259 (4) Bard PCA 2 pumps
101260 (1) Propaq 104 (1) PD1200A etc
101261 11 Hosp. Beds 2 Patient lifts
101263 14 Suction Regulators, 1 cart
101264 (2) Richards Ankle 5190 CPM
101265 (1) Bear 1000 Comprehen Vent
101267 (2) Ivac 310 PCA pumps
101268 (2) Ohmeda 3740 Pulse Oximeter
101272 (2) Nellcor N-10 with printer
101274 (1) PFT Machine
101275 (251) Therarest Mattresses
101277 (1) Propaq 106 LCD
101278 (1) McGaw 521+ pump
101279 (1) Propaq 102/EL w/pulse oxim
101282 (2) Mini Med SP 404
101284 Various Equipment
101285 1 IBM DX2/6, 1 Sys 4, 1 HP 200
101287 Various Medical Equipment
101289 CADD 5700 CADD 5900 CADD 5400
101290 (2) RFB Units
101292 (2) Spacelabs NIBP #90430
101293 1 LP10 1 Propaq 106/EL 1 AS40A
101295 Ohmeda Equipment
101296 (3) Nellcor N-200 pulse oximtr
101300 (1) MEMS Hardware Pkg
101301 MEMS Hardware Package
101303 (1) Propaq 104 (1) Zoll PD1400
101310 2 Infant Star Vent 2 Star Sync
101311 (8) Danninger 500 CPM
101312 (1) Bear 33 Ventilator (demo)
101314 (19) Bard II PCA pumps
101317 (2) Propaq 104/EL with printer
101318 (1) Executone Phone System
101319 (1) Propaq 102 EL with access
101325 (4) Med Mate 1100 Ambulatory
101326 (1) Mailing Machine, (1) Scale
101328 (10) Sigma 6000+ infusion
101330 Various CPM's
101331 (4) Danninger 400i CPM
101333 (1) Bear 1000 Ventilator
101334 6 Seimens Servo 900C, 56 6200
101335 (6) Danninger TTU100
101337 (1) Bird 8400, (1) Resp. BiPap
101338 (8) Dinamap+ 9710, (1) N-6000
101340 (2) Sigma 6000+ pumps (refurb)
101341 (1) Marquette 1250-C
101343 (1) Accu V-400 Absolute Contam
101344 (15) Sigma 6000+ pumps
101345 (15) Propaq 104/EL
101347 Various Office Equipment
101348 (2) Critikon Dinamap 1846 SX
101351 (20) Healthdyne Smart Monitors
101352 Various Medical Equipment
101353 (287) Elan Pharma EP60
101355 (9) First Step MRS
101357 (28) Sigma 6000+ pumps
101358 (6) Danninger TTU100
101359 (1) Imex Lab 9000
101361 (2) McGaw 522 pumps
101363 (3) Seabrook SMS 6000
101364 (3) Bear 1000 Comp Vents
101365 Various Danninger CPMs and TTU
101366 (1) Datascope Passport IR EL
101367 (1) Sigma Infusion Pumps
101368 Various Medical Equipment
101369 Various Medical Equipment
101370 (16) Monaghan High/Low Pressur
101371 Computer System
101372 Various Equipment
101373 (3) Sigma 6000+ pumps
101374 (2) Infrasonics Adult Star
101375 (1) Vent E1001, Transport,
101376 (5) 460 CPM (1) 400i CPM
101378 (4) Bear 33 Vents Complete
101379 (10) Quest 521 Profile pumps
101380 Holter Scanner System
101381 (10) Danninger 450 CPM
101383 (8) MicroAir 1000T
101386 (3) Ivac Vital Signs Mon
101387 (2) HP 8040A (1) Ohio IC Incub
101388 (6) Seabrook Electri-Cool
101389 (2) Kendall 5325 SCD
101390 (4) Propaq 106/EL monitors
101391 5 Ohio Pediatric Aerosol Tent
101392 (6) Respironics Bi Pap ST
101393 (1) Edentrace II Plus
101394 (20) 590 Vent (12) LP6 Vent
101395 (4) P.B. Companion Vents
101396 1 Danninger 500 CPM, 1 400i
101397 (1) Arjo-Century Sara Lift
101398 (1) H.P. XLI EKG Machine
101399 (5) Danninger 450 CPM
101400 Draegger Anesthesia Machine
101401 Various Equipment
101402 Various Chiropractic Equip.
101403 Various CPMs
101404 (3) Block Medical Verifuse
101405 (15) Sigma 6000+ pumps
101406 (5) Danninger 450 CPM
101407 (4) Protocol Propaqs
101410 (1) MDE Escort Link System
101411 EP Lab Data Management System
101413 Various Equipment
101414 (1) Propaq 102 EL
101415 (5) Plexipulse
101416 (6) Seabrook Electri-Cool
101417 (1) Propaq 102 LCD with print
101418 (32) Baxter PCA II Infusion
101419 (1) CF-100TL Video Colonoscope
101420 1 220151 Adult Star 2000 Vent
101421 (1) Imex Lab 9000 Vascular Sys
101422 (1) Protocol Acuity System
101423 (7) Bear 3 Adult Ventilators
101424 (1) Bennett HFQ X-Ray
101425 Various Equipment
101426 (1) Imex Lab 9000
101427 DataSim 6100 Patient Simulator
101428 (1) Danninger 500 CPM
101429 (20) Danninger 400i CPM
101430 (4) Symbol PDT System
101431 (1) Philips BV-26
101432 Various Equipment
101433 (1) Major Lab Hospital Crib
101434 (32) MRD #720 Beds
101435 (1) LP5 Mon. Def. w/Pacer Mod
101436 (165) Ivac model 2080
101437 (10) Danninger 450 CPM
101439 Various Physical Therapy
101440 (12) Zol PD1400 Defib w/access
101441 4 Infrasonics Adult Star Vent
101442 (4) Bear 33 Ventilators
101443 1 Infrasonics 1010 Adult vent.
101444 (10) Sabratek 3030
101446 (1) Infrasonics Infant Star
101447 (1) IMEX LAB MODEL 8000 PVL
101448 (8) Travenol 6300 Infusion
101449 (10) Therarest Mattresses
101450 Digitcom Voice Mail Auto Atten
101451 (3) Danninger 500 CPM
101452 (2) Bear 1000 Ventilators
101453 (5) MICROAIR 1000T
101454 IMEX 9000 LAB
101455 (1) Sigma 6000 Plus
101456 2 Infrasonics Adult Star Vent
101458 6 Infrasonics Adult Star Vents
101459 (15) MOTOROLA 100 WATT RADIO
101460 (4) Plexi Pulse
101461 (10) Danninger 500 CPM
101462 Danninger (12) 500 CPM (1) 600
101463 (10) Danninger 400i CPM
101464 Various Equipment
101465 (1) BEAR 3 VENTILATORS
101467 (12) Sigma 6000+ prgrammable
101468 (4) Sigma 6000+ programmable
101469 (2) Sigma 6000+ pumps
101470 (20) 500 LEG CPM (1)600 SHOULD
101471 (15) DANNINGER 400I CPM
101472 (1) Bennett HFG x-ray generator
101473 VARIOUS
101474 VARIOUS
101475 (185) SIGMA 6000+ PUMPS
101476 (26) Sigma 6000 pumps
101477 PROPAQ OXIMETERS W/PRINTERS
101478 (3) CADD 5900 (16) MDD
101479 (14) KENDALL 5000 AVI PUMPS
101480 CUSTOMER SUPPORT FEE
101481 (3) First Step
101482 (2) Seabrook Dual Temp
101483 (14) SHERWOOD PET PUMPS
101484 (5) USED DANNINGER 450
101485 (4) SIGMA 6000+ PROGRAMMABLE
101487 (2) PDT Symbol Tech LTD 3805
101488 (1) RESPIRONICS BIPAP ST-d
101489 (1) Infrasonics Adult Star 200
101490 (28) NIDEK MARK CONCENTRATOR
101491 various
101492 (1) MEDISAFE SI 2000
101493 SPACELABS BEDSIDE EQUIP.
101494 (12) Plexi Pulse Pumps
101495 (10) Danninger 450 CPM
101496 PDCALL+ & VARIOUS
101497 (35) Ivac Model 2080
101498 (2) Arve Apnea Monitor 2400
101499 (8) SMS 6000, (1) DANN 600 CPM
101500 Various Danninger
101501 (1)Etalon,(1)Coherent Motel T
101502 (7) Danninger 600 Shoulder CPM
101503 (1) Lifepak 300 Mon/Defib
101504 LAB EQUIPMENT
101506 (10)PLEXI PLUSE PUMPS
101507 Various Equipment
101508 3 Sigma 6000 Plus Prog. Pumps
101509 Zoll Pace Maker/Battery Pack
101510 VARIOUS
101511 VARIOUS PDCADD
101512 (2) Vents.(2)MONITOR,(2) Computer
101513 (10)Mobilimb J1 TMJ CPM
101514 (55)Healthdyne Smart Mon 970
101515 ABBOTT PUMP, PULSE OXIMETER,
101516 ORCHARD, ABBOTT, DIAGNOSTIC
101517 Airway Pressure arm, remote box
101518 (2) First Step
101519 (1)Toitu Mon,(1)Critikon 1846
101520 (1) PROPAQ 102 EL
101521 (15) SIGMA 6000+ PROG PUMPS
101523 (1)Coherent I-400-200 Lasersys
101524 (9) Plexipulse Pumps
101525 (30) Medex EZ-1
101526 (10)Sigma 600+ pumps & service
101527 (2)Physio Control Lifepak 300
101528 X-RAY MACHINE
101529 (10) CSZ Blanketrol II, 222
101530 (3)Dann. 400i CPM, (7) 500 CPM
101531 (78)Sigma 6000+ pumps & poles
101532 (15) Danninger 400i CPM
101533 (1) Ricoh FT 4222 Copier
101534 (3) Block Medical Verifuse
101535 (1) FIRST STEP
101536 (3) Electri-Cool (6) Brachet,
101537 (1) Metrecom Lite Table Top
101538 (10) DANNINGER 400i
101539 LIFEPAK 10 W/ CARRYING CASE
101540 (1) Abbott Celldyn 1600
101542 (10) Danninger 460 CPM
101544 (1) Bear 1000 Ventilator
101545 Bennett X-Ray Machine
101546 (1)Drager Breathalyzer 7410
101547 (1) PLEXIPULSE PUMPS
101548 Various
101549 (1) Nihon Kodon EE6710B Enceph
101550 Dental Equipment, Schedule A
101551 (14)BAXTER AP II PCA PUMPS
101552 (1) Invivo 1445
101553 (2) Bear 1000 Vent w/graphics,
101554 (1)Bear 33 Ventilator
101555 (2)5900 Hyper/Hypothermia
101556 3 Passport 3 Accessory 3 color
101557 0040-4150 CLMD 40/60 Watt lasr
101558 (3) 0040-4150 CLMD 40/60
101559 (3)00040-4150 CLMD 40/60 watt
101560 (50)Kendall 5325, (50) 5378
101561 (1) Respironics BiPas S/T-D
101562 4)Mark 5 (10)Aspirator (4)Neb
101563 Various
101564 (10) Sigma 6000+programmable
101565 Various equipment
101566 (3)Dinamap 9710 (3)Printers..
101567 (10)Danninger 460 CPM
101568 (15) Healthdyne 500 Oxygen
101569 (60)Devilbiss 02 Concentrators
101570 (13) Danninger 400ix CPM
101571 (5) Aeros Asperator Model 5100
101572 (4) BEAR 3 VENTILATORS
101573 (6) Plexipulse Pumps
101574 PROPAQ 106 EL W/PULSE OXIMETER
101575 Schedule A
101576 (2) Seabrook SMS 600 Electro-
101577 (8)Seabrook SMS (1)Dann CPM
101578 VARIOUS MEDICAL EQUIPMENT
101579 (1) MestaMed Computer System
101581 (8) Bear 1000 Vent w/compressr
101582 (10) Bard PCA II Pumps
101584 (20) Graesby 3300 PCA pumps
101585 (2)CRITIKON DINAMAP 8110
101586 (1) First Step Mattress
101587 (1) ATL VM-5 Doppler Ultrasoud
101588 (25) CADD-PCA 5800
101589 (1) Vail 3000 bed enclosure
101590 Raymax X-Ray System w/accesories
101591 (10) Sigma 6000+ prog. pumps
101592 (2700) E Alum Medical Cylinder
101593 (30) P/B 590 O2 Concentrators
101594 VARIOUS
101595 VARIOUS
101596 (1)Propaq 102 EL pulse oximetr
101597 (BI-PAP S/T-D MONITOR
101598 (20) Life-Air 1000 O.R.
101599 (3) Siemens Serro 900 C Vents
101600 Schedule A
101601 (8) NuTech Plexi Pulse
101602 Various
101603 (2)Infant Warmer, (7)HP 78833
101604 (7) Infrasonics 2000 Ventilator
101605 (2) Danninger 500 CPM
101606 (5) Plexipulse pumps
101607 Bear 33 Ventilator
101608 (20) Sigma 6000+ I.V. pumps
101609 (30)Baxter TR (25)Sims Deltec
101610 (10) Baxter BD 300XL
101611 (20) Sigma 6000+ IV pumps
101612 Schedule A
101613 (6) Dinamap 8110 Monitor
101614 (1)Infrasonics 2000 Ventilator
101615 (2) Infrasonics Adult 2000
101616 Various
101617 (7) IVAC MED SYSTEM 3 PUMPS
101618 Schedule A
101619 (3)Bear 3 Ventilator,
101620 (8) Bear 1000 Ventilators
101621 (30) Sigma 6000+ prog pumps
101622 VARIOUS
101623 (2) Toronto H2 hand CPM
101624 (1) Plexi Pulse pump
101625 (3) Plexi Pulse Pumps
101626 (1) Plexi Pulse pump
101627 Zoll D-900 Defibrillator
101629 (20)Sigma 6000 (refurbished)
101630 Schedule A
101631 (1) Dinamap 8100
101632 Dinamap 8100-99 Refurbished
101633 (1) Infrasonics Star 1010 vent
101634 (1) Resporonics BI-PAP STD
101635 (6) Bi-core Pulmonary Monitor
101636 (10) Danninger CPM 8-460 2-500
101637 (1) Bear 1000 Ventilator
101638 (58) Danninger (12) Stryker
101639 (15) Sigma 6000+T program pump
101640 (2) Physio Control defibrillat
101641 (20) Sigma 6000+ I.V. pumps
101643 (100) Sigma 6000+ pumps
101644 (5) Plexi Pulse
101645 (6) Dinamap 9710 Monitor
101646 (8) Plexipulse pumps
101647 (10) DanniFlex 400ix CPM
101648 Lifepak 10 defib/pacemaker
101649 (10) Danninger 460 CPM
101650 (5) Sigma 6000+ pumps
101651 (3) 486 DX2 66mhz Computer
101652 (4) Plexi Pulse Pumps
101653 (2) Imed Gemini PC1 T
101654 (405)RS-2 Rate Saver (255)UF-1
101655 (30) Sabratek 303000 Pumps
600001 (5) Danninger 200 CPM
600002 (1) Danninger 500 CPM
600003 (3) Danninger 500 CPM
600004 (2) 500 CPM, (1) 900 CPM
600005 (8) 900 Hand CPM (5) 500 CPM
600010 (6) Danninger 460 CPM
600011 (6) 450 CPM
600012 (6) 500 CPM
600013 (6) 500 CPM
600014 (6) 500 CPM
600015 (6) 400i CPM
600018 (1) 460 CPM
600019 (2) 900 Hand CPM
600020 (2) Danninger 400i
600021 (2) 900 Hand CPM
600022 (1) 460 CPM (1) 400i CPM
600023 (3) Danninger 900 CPM
600024 (11) Danninger 500 CPM
600025 (1) 440 CPM
600027 (5) 100 Therapy Thermal Unit
600028 (6) Danninger 460 CPM
600029 (1) 440 CPM
600030 VARIOUS
600031 (3) 400i CPM
600032 VARIOUS
600033 (5) 500 CPM
600034 (3) Danninger 460 CPM
600036 (6) Danninnger 460 CPM
600037 (10) Danninger 400i CPM
600038 O264) Danninger CPMs
600039 (20) Danninger 460 CPM
600040 (3) Danniflex 400i CPM
600041 (8) Danniflex 500 CPM
600042 (1) Danninflex 460 CPM
600049 (4) Danninger 500 CPM
600050 (1) Danninger 460 CPM
600051 (20) Danninger CPM's
600052 (25) DANNINGER CPM'S
600055 Danninger TTUs and CPMs
600056 (3) Danninger 460 CPM
600056A (1) Danniflex 460 COM
600057 (2) Danninger 900 Hand CPM
600059 (3) Danniflex 900 Hand CPM
600060 (10) 500 CPM
600062 (5) Danniflex 500 CPM
600063 (12) Artromot CPMs
600064 (5) Danninger 500 CPM
600065 (6) Danniflex 400i CPM
600066 (6) Danniflex 400i CPM
600067 (6) Danniflex 460 CPM
600069 (19) Danniflex CPM
600072 (5) Danninger 4001 CPM
600073 (12) Danninger 500 CPM
600074 (10) Danniflex 460 CPM
600076 O3) Kendal M8 AV impulse
600078 (2) Danninger 900 Hand CPM
600080 (6) Danninger 460 CPM
600081 (3) Kendall AV Impulse P5000
600082 Various Danninger Equipment
600083 (1) Danninger 900 Hand CPM
600085 Various Artromot CPM
600086 (6) Danninger 460 CPM
600087 (5) Danniflex 400i CPM
600088 2 DANNIFLEX 460 LOWER LIMB CPM
600089 (3) Kinetec 8091 Portable CPM
600090 (5) DANNINGER 100 TTU
600091 (5) Danninger 400i CPM
600092 (4) Richards Model 8091 CPM
600093 (5) Richards Portable Hand CPM
600094 (1) Artromot, (2)Richards CPMs
600100 (1) DANNINGER 600 SHOULDER CPM
800006 DATASCOPE PASSPORT MON IR-EL
800011 O20) BARD PCAII
800016 (1) Siemens SV300
800017 (1) 400CPM (1) Hand CPM H-2
800020 (2) Datascope Vital Signs Mon
800025 (1) PROPAQ 104/EL MONITOR
800033 (3) Grand Air 2 Liquid 02 Sys
800038 (2) OECO 8A-40%
800040 (4) Danninger 460 CPM
800041 (1) Oeco 8A-30% (1) Oeco 8A40%
800042 (9) Danniflex 460 (6) 400i CPM
800043 (3) Danniflex 460 (2) 400i CPM
800045 (2) Siechrist Invant Vent 100B
800050 (3) Artromot Shoulder CPM #SRE
800051 (12) Danninger 400i CPM
800052 (2) Artromot Shoulder CPM SRE
800055 (5) Artromot SRE Shoulder CPM
800056 (12) Danninger 400i CPM
800057 (5) Danninger 400i CPM
800059 (4) Lifecare PLV 102 Vents
800060 Various Medical Equipment
800061 (6) Bear 3 Vents (1) N-1000
800062 (3) Artromot Shoulder CPM #SRE
800063 (10) Travenol IV6200, 1 IV6200
800064 (8) Aequitron Mon Apnea 9500
800065 (12) Aequitron Portable Vents
800066 (2) Lifecare PLV102 Vents
800067 (10) Breast Pump (1) Pump 6030
800069 Various Equipment
800070 (1) Aequitron Monitor 9500
800071 (4) Invivo pulse oximeter
800072 Various Medical Equipment
800074 (10) Travenol 6200 IV pump
800075 (3) Stryker Instacare 921
800076 (10) Danninger 400i Leg CPM
800077 (1) Nellcor N-10 Pulse Oximetr
800078 (6) Lifecare Vents PLV100
800079 (4) Aequitron Mon. Apnea 9500
800080 Various Equipment
800081 (2) Pharmacia 5800 (2) 5700
800082 (5) 400i (5) 7081 CPM
800083 (1) RESPIRONICS BI-PAP STD
800084 AMSCO OR TABLE
800085 (10) BAXTER TRAVENOL 6200 PUMP
800086 (1) N-200 PULSE OXIMETER
800087 (2) AEQUITRON LP6 VENT W/HUMID
800088 (5) BAXTER TRAVENOL 6200 PUMP
800089 (4) AEQUITRON 9500 (2)NELLCOR
800090 Various Equipment
800091 (2) BAXTER TRAVENOL IV6201
800092 (2) Aequitron 9500 Apnea Mon
800093 (5) RICHARDS CPM LEG 4071
800094 OHMEDA PULSE OXIMETERS 3700 &3740
800096 (3) Aequitron Portable Vent
800097 (1) Critikon Dinampap 8100 mon
800098 (5) RICHARDS CPM LEG 4071
800099 (1) Baxter Travenol 6200
800100 (15) 6200 pumps, (35) 6300 pump
800101 (2) Danninger 400i CPM
800102 CHAUFFEUR #230 & #245
800103 (6) ECG/Resp. 90623A P.O. opt.
800104 (6) Chauffeur 1)Teller 1) Quantm
800105 (1) Aequitron Monitor Apnea
800106 (1) Aequitron Apnea 9550 Mon
800107 (2) Nellcor N-200 (1)Gomco 6037
800108 (20) DANNINGER 400i CPM
800109 (2) Gayman MTA 4700 Hypothermia
800110 (2) Pharmacia (2)Baxter (1)Imed
800111 (3) Graseby Syringe pumps MS16A
800112 (10) Imed Gemini PC1 I.V.
800114 (2) Danninger CPM Leg 400i
800115 (1) HP 8040A (4)Infant Bassinet
800116 (2) CHAUFFEUR, (1) QUANTUM,
800117 (11) AVI Guardian 400A I.V.
800118 (1) Marquette EKG (1)BurdickEKG
800119 (1) Physio Control Lifepak 9p
800121 (4) Protocol 106 (5)Sigma 600+
800122 2 Dann CPM 450, 2 Nellcor N100
800123 (10) Abbott PCA Plus II 4100
800124 (12) AVI Guardian 480 IV pumps
800125 (2) Hepa Care Air Filtration
800126 (4) Baxter Travenol 6200 IV
800127 (5) Baxter Travenol 6200 pumps
800128 (5) Baxter Travenol 6200 IV
800129 Ohmeda Warmer, HP Fetal Mon,
800130 VARIOUS
800131 (4) Protocol Monitor(25)pumps
800132 (2) Infumed 300 with Bar Alarm
800133 (3) Kendall Pump SCD 5320
800134 (9) Danninger 400i Leg CPM
800137 (1) Nellcor N180 Pulse Oximetr
800138 (5) Nellcor N-180 Pulse Oximet
800140 (1) Ohmeda Pulse Oximeter 3740
800142 (3) Sigma 6000+ pumps
800143 (8) Gaymar (5)Dann (7)Kendall
800144 (17) 7200E (3)7200AE (4)BearCub
800145 (2) Kendall 5325 SCD Pumps
800146 (2) AVI 400A Guardian pumps
800147 (3) P.B. 7200 E. Ventilator
800148 (1) Pharmacia 5400 (1) AVI 400A
800149 (1) TSA-2001
800150 (1) Danninger 400i Leg CPM
800154 (1) Edentec Apnea Monitor 400
800155 (1) Danninger 460 Leg CPM
800156 (2) Danninger 400i Leg CPM
800157 (10) Sigma 6000+ prog. IV pump
800158 (3) Graesby 16A Syringe pump
SECTION 2.5
No Restrictions
(a) No Conflicts
(b) No Conflicts
(c) The consummation of the transactions contemplated in the
Stock Purchase Agreement would be an event of default under the
following contracts or require the consent of the other parties
thereto:
1. Norwest Leasing.
a. Master Assignment of Equipment Rental Agreements dated
November 8, 1991, between Company, and Norwest Financial
Leasing, Inc., and addendum.
b. Corporate Guaranty by Kinetic Concepts, Inc., dated
November 8, 1991, guaranteeing the obligations of
Financial Services in number 1 above.
c. Master Assignment of Equipment Rental Agreements dated
August 27, 1991, between KCI Financial Services, a
division of KCI Medical Services, Inc., and Norwest
Financial Leasing, Inc., and two addenda.
d. Master Assignment of Equipment Rental Agreements dated
April 4, 1989, between CURA Financial Group, a division
of Company, and Norwest Financial Leasing, Inc. and
addendum.
2. First Security Leasing.
a. Finance and Security Agreement dated December 22, 1992,
together with Promissory Note of same date between
Company and First Security Leasing Company.
b. Finance and Security Agreement dated June 30, 1993
together with Promissory Note of same date between
Company and First Security Leasing Company.
c. Master Assignment of Equipment Rental Agreements dated
July 16, 1993, between Company, and First Security
Leasing Company.
3. General Electric Capital Corporation.
a. Master Security Agreement dated February 5, 1990,
between CURA Financial Group, and General Electric
Capital Corporation, which was assigned to KCI Medical
Services, Inc., dba KCI Financial Services on September
18, 1990, and subsequently assigned to Company on
November 8, 1991.
b. Master Security Agreement dated December 14, 1993,
between Company, and General Electric Capital
Corporation.
4. Bank One, Utah.
a. Five Million Dollar Amended and Restated Line of Credit
Loan Agreement dated June 21, 1993, between Company, and
Bank One, Utah, National Association, and amendments to
loan agreement dated April 20, 1994 and July 26, 1994.
b. Keep Well Agreement dated June 21, 1993, between
Company, and Kinetic Concepts, Inc.
c. Acknowledgment Letter dated June 16, 1993, from Kinetic
Concepts, Inc., to Bank One, Utah.
d. Certified Resolution of Company dated June 16, 1993.
e. Three Million Dollar Line of Credit Agreement dated
November 8, 1991, between Company, and Bank One, Utah,
National Association.
f. Security Agreement-Assignment of Leases dated November
8, 1991, between Company, and Bank One, Utah, National
Association.
g. Keep Well Agreement dated November 8, 1991, between
Company, and Kinetic Concepts, Inc.
h. Assumption of Liabilities dated November 6, 1991,
between Company, and KCI Medical Services, Inc.
SECTION 2.6
Litigation
Lease # 100746 $15,415.24
American Mobility Systems Corporation.
Judgement has been obtained against the four guarantors of the
lease and it is currently being executed by legal counsel.
Lessees's original claim was for deficiency of equipment as basis
for terminating lease.
SECTION 2.7
Taxes
(1) In connection with its audit of the consolidated corporate tax
returns for the years ended December 31, 1989 and 1990 filed by
KCI (on behalf of itself and each of its subsidiaries,
including Company), the Internal Revenue Service ("IRS") issued
a Notice of Deficiency on December 22, 1993. KCI filed a
petition in the United States Tax Court on March 25, 1994
(styled Kinetic Concepts, Inc. and Subsidiaries vs.
Commissioner of Internal Revenue, United States Tax Court Docket
#5028-94) and is actively contesting the claims of the IRS.
Company was not in existence during the years covered by such
consolidated tax returns.
(2) The consolidated corporate tax returns filed by KCI (on behalf
of itself and each of its subsidiaries) for years ended December
31, 1991 and December 31, 1992 are presently subject to an IRS
audit.
(3) KCI is part of the IRS's Coordinated Examination Program and thus
the consolidated tax returns of KCI and its subsidiaries for
the year ended December 31, 1993 and future years are expected to
be examined by the IRS.
(4) The examination of the consolidated tax returns filed with the IRS
for the years ended 1991 and 1992 will yield tax effect of
$150,000 which has been fully reserved by KCI.
(5) KCI files a consolidated tax return with the IRS on behalf of
itself and its subsidiaries, including the Company.
SECTION 2.8
Compliance with Laws
(a) Company is delinquent in filing its annual reports in the
following state (filing is in process):
Michigan
SECTION 2.10
Insurance
See Attached Insurance Policy Summaries.
(Omitted)
SECTION 2.13
Absence of Undisclosed and Unknown Liabilities
None
SECTION 2.14
Title to Assets
(a) 1. All assets of Company subject to a lease/rental
agreement are also subject to the possessory rights provided
to the lessees/users of the equipment.
2. Certain leases/rental agreements, and the equipment related
thereto, are assigned as collateral for the financing of
those transactions. The attached schedule lists all leases
assigned to the following lenders:
a. Norwest Financial Leasing, Inc. pursuant to a Master
Agreement.
b. GE Capital Corporation pursuant to a Master Agreement
and specific Promissory Notes involving lease/rental
agreement numbers:
100447 100483 100490 100520
100521 100541 100542 100551
100576 100597 100638 100959
101081 101165 101475 101496
c. First Security Bank (Recourse) pursuant to specific
agreements covering each of two lease/rental agreements.
d. First Security Bank (Nonrecourse) pursuant to a Master
Agreement.
e. Bank One, Utah, NA pursuant to those agreements
described in Section 2.5 to this Disclosure Statement.
See Section 2.5 of this Disclosure Statement for more specific
description of each of the agreements referred to in this Section
2.14(a)(2)
(b) NONE
KCI FINANCIAL SERVICES
NOTES PAYABLE PRINCIPAL PAYMENTS 5/15/95
1995 PAY 1996 PAY 1997 PAY 1998 PAY TOTAL
LEASE NO. MO. PAYT AMOUNT AMOUNT AMOUNT AMOUNT AMOUNT
NORWEST NON RECOURSE:
100382 $695.95 $2,709.99 $2,709.99
100461 $1,425.00 $9,352.69 $2,804.33 $12,157.02
100623 $495.00 $2,980.80 $4,205.87 $7,186.67
100865 $3,549.17 $6,984.63 $6,984.63
100868 $1,004.40 $1,975.40 $1,975.40
100893 $698.16 $3,737.29 $7,128.72 $5,312.81 $16,178.82
100894 $720.00 $2,110.57 $2,110.57
100934 $1,386.70 $5,394.24 $5,394.24
100937 $1,749.30 $5,132.00 $5,132.00
100938 $980.45 $3,813.94 $3,813.94
100941 $1,094.00 $3,209.51 $3,209.51
100953 $1,908.00 $11,488.50 $17,990.73 $29,479.23
101010 $3,410.00 $21,903.67 $13,278.44 $35,182.11
100976 $3,460.25 $16,752.88 $16,752.88
100948 $1,158.75 $4,507.51 $4,507.51
101028 $2,700.00 $18,106.92 $18,106.92
100631 $631.50 $3,802.41 $5,954.48 $9,756.89
100726 $5,182.00 $33,840.11 $15,240.19 $49,080.30
100856 $1,037.50 $5,997.05 $11,215.32 $5,047.84 $22,260.21
100885 $1,119.44 $6,887.24 $8,534.25 $15,421.49
101034 $888.00 $5,939.76 $879.93 $6,819.69
101079 $1,826.11 $10,749.84 $20,103.71 $5,379.41 $36,232.96
101086 $1,401.00 $7,258.26 $13,573.97 $15,144.73 $6,816.40 $42,793.36
101103 $3,026.50 $19,877.91 $8,915.56 $28,793.47
101109 $926.00 $6,026.68 $3,620.65 $9,647.33
101124 $720.00 $4,728.92 $2,121.00 $6,849.92
$43,193.18 $225,268.72 $135,567.15 $30,884.79 $6,816.40 $398,537.06
NORWEST RECOURSE:
100426 $586.99 $3,894.32 $580.71 $4,475.03
100450 $936.00 $6,209.79 $925.97 $7,135.76
100892 $1,478.60 $7,915.03 $15,097.57 $11,251.75 $34,264.35
100960 $2,481.00 $16,426.35 $2,453.39 $18,879.74
101056 $1,600.00 $8,108.35 $15,405.32 $17,531.75 $3,148.75 $44,194.17
100659 $495.00 $2,948.56 $5,107.08 $8,055.64
101033 $921.00 $5,352.96 $5,352.96
101035 $10,739.28 $58,235.05 $108,907.62 $121,510.27 $288,652.94
101039 $722.00 $3,915.14 $7,321.84 $8,169.11 $19,406.09
$19,959.87 $113,005.55 $155,799.50 $158,462.88 $3,148.75 $430,416.68
GE CAPITAL RECOURSE:
36971-2 $58,978.89 $55,158.39 $114,137.28
36971-3 $150,160.46 $142,685.34 $292,845.80
43337-1 $93,477.48 $41,351.73 $134,829.21
46642-1 $103,856.40 $103,856.40
21718-1 $116,548.48 $216,673.44 $142,830.41 $476,052.33
20233-1 $33,188.37 $60,852.17 $40,497.16 $29,065.66 $163,603.36
$556,210.08 $516,721.07 $183,327.57 $29,065.66 $1,285,324.38
1ST SECURITY RECOURSE:
600038 $18,587.50 $54,959.08 $54,959.08
100942 $28,111.45 $110,339.65 $110,339.65
$165,298.73 $165,298.73
1ST SECURITY NON RECOURSE:
101104 $5,800.00 $38,872.32 $11,474.35 $50,346.67
101076 $7,984.00 $53,122.41 $23,606.90 $76,729.31
101205 $2,359.75 $15,216.58 $16,033.64 $31,250.22
$107,211.31 $51,114.89 $158,326.20
BANK ONE TERM RECOURSE:
TERM #1 $376,422.18 $444,671.12 $264,505.99 $25,499.53 $1,111,098.82
TERM #2 $169,508.15 $214,484.42 $90,219.38 $54,958.41 $529,170.36
$545,930.33 $659,155.54 $354,725.37 $80,457.94 $1,640,269.18
TOTAL RECOURSE $1,380,444.69 $1,331,676.11 $696,515.82 $112,672.35 $3,521,308.97
TOTAL NON RECOURSE $332,480.03 $186,682.04 $30,884.79 $6,816.40 $556,863.26
GRAND TOTAL $1,712,924.72 $1,518,358.15 $727,400.61 $119,488.75 $4,078,172.23
SECTION 2.16
Absence of Certain Changes and Events
None
SECTION 3.3
Restrictions on Purchase of Stock
None