1
Exhibit G
▇▇▇▇▇▇▇ ▇. ▇▇▇▇ & ASSOCIATES, L.P. THE FREMONT GROUP
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Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
October 2, 1997
Kinetic Concepts, Inc.
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Ladies and Gentleman:
Reference is made to the Confidentiality Agreement (the "Confidentiality
Agreement"), dated as of March 10, 1997, between Kinetic Concepts, Inc. (the
"Company") and Fremont Group L.L.C. ("Fremont") and the Transaction Agreement
(the "Transaction Agreement"), dated as of October 2, 1997, among Fremont
Purchaser II, Inc., RCBA Purchaser I, L.P. and the Company.
The Confidentiality Agreement provides, among other things, pursuant to
the first full paragraph on page 3, that for a period of two years from the date
of the Confidentiality Agreement, Fremont and its affiliates will not purchase
any assets or securities of the Company or assist any other party in effecting
such a transaction (the "Standstill Provision"). The parties hereby agree that
in the event the Transaction Agreement is terminated pursuant to Section
8.01(c)(ii) or 8.01(d)(ii) thereof, the Company shall have no rights, and
Fremont shall have no further obligations to the Company, under the Standstill
Provision and there shall be no restrictions (other than restrictions under law)
on the ability of Fremont or ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ & Associates, L.P. or their
respective affiliates to purchase any assets or securities of the Company.
Please indicate by signing below that you acknowledge and agree to the
above described terms.
Very truly yours,
FREMONT GROUP L.L.C.
/s/ ▇.▇. ▇▇▇▇
By__________________
Name: ▇.▇. ▇▇▇▇
Title: Authorized Person
▇▇▇▇▇▇▇ ▇. ▇▇▇▇ &
ASSOCIATES, L.P.
/s/ N. ▇▇▇▇▇ ▇▇▇▇
By__________________
Name: N. ▇▇▇▇▇ ▇▇▇▇
Title: Managing Director
Acknowledged and Agreed:
KINETIC CONCEPTS, INC.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
By____________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President and Chief Executive Officer