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EXHIBIT 10.25
RCBA PURCHASER I, L.P. FREMONT PURCHASER II, INC.
909 MONTGOMERY STREET, SUITE 400 50 FREMONT STREET, SUITE 3700
SAN FRANCISCO, CA 94133-4625 SAN FRANCISCO, CA 94105-1895
FAX: (415) 434-3130 FAX: (415) 284-5191
TELEPHONE: (415) 434-1111 TELEPHONE: (415) 284-8972
November 5, 1997
Kinetic Concepts, Inc.
8023 Vantage Drive
San Antonio, TX 78230
Ladies and Gentleman:
Reference is made to the Transaction Agreement (the "Transaction
Agreement"), dated as of October 2, 1997, among Fremont Purchaser II, Inc. ("F
Purchaser"), RCBA Purchaser I, L.P. ("B Purchaser," and, together with F
Purchaser, "Purchasers") and Kinetic Concepts, Inc. (the "Company"). All
capitalized terms not otherwise defined herein shall have the meanings ascribed
thereto in the Transaction Agreement.
The Transaction Agreement in Section 3.06(c) provides, among other things,
that the 6,064,155 Shares held by and registered in the name of the Shareholder
and the 3,837,890 Shares held by and registered in the names of the listed
entities shall not be cancelled at the Effective Time, but shall remain
outstanding. The Parties hereby agree to adjust the numbers of Shares not
subject to cancellation such that the Shareholder and the listed parties shall
have 5,939,220 Shares and 3,871,752 Shares, respectively, which shall not be
cancelled at the Effective Time, but shall remain outstanding. The parties
further agree that the Shares held by and registered in the name of The Common
Fund for Non-Profit Organizations, Stinson Capital Partners II, L.P. and
RCBA-KCI Capital Partners, L.P. shall not be cancelled at the Effective Time,
but shall remain outstanding. The parties further acknowledge that Fremont
Partners L.P., FP Advisors, L.L.C., Fremont Group, L.L.C. and Fremont Investors
Inc. do not hold any Shares.
The Transaction Agreement provides in Section 5.06, among other things,
that the amount of Equity Financing may be subject to certain adjustments. The
parties hereby agree that F Purchaser will have available $135,325,998.50 and B
Purchaser will have available $14,865,966.50 for purposes of consummating the
Closing and, notwithstanding Section 5.06, such amounts shall not be subject to
adjustment.
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Please indicate by signing below that you acknowledge and agree to the
above described terms.
Very truly yours,
FREMONT PURCHASER II, INC.
By /s/ JAMES FARRELL
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Name:
Title:
RCBA PURCHASER I, L.P.
By: Richard C. Blum & Associates,
L.P.,
its General Partner
By /s/ MURRAY A. INDICK
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Name:
Title:
Acknowledged and Agreed:
KINETIC CONCEPTS, INC.
By /s/ DENNIS E. NOLL
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Name:
Title:
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