1 EXHIBIT 4.6 SECOND AMENDED AND RESTATED PLEDGE AGREEMENT dated as of July 7, 2000, among LESLIE H. CROSS ("Cross"), LESLIE H. CROSS & DEBORAH L. CROSS FAMILY TRUST (the "Pledgor"; and together with Cross, collectively, the "Obligors"), and DONJOY,...Pledge Agreement • July 21st, 2000 • Donjoy LLC • Orthopedic, prosthetic & surgical appliances & supplies • New York
1 EXHIBIT 10.1 AMENDMENT NO. 1 dated as of May 25, 2000 (this "Amendment Agreement"), among DONJOY, L.L.C., a Delaware limited liability company ("Holdings"), DJ ORTHOPEDICS, LLC, a Delaware limited liability company (the "Borrower"), the financial...Credit Agreement • July 21st, 2000 • Donjoy LLC • Orthopedic, prosthetic & surgical appliances & supplies • New York
DJ ORTHOPEDICS, LLC,Agreement • July 21st, 2000 • Donjoy LLC • Orthopedic, prosthetic & surgical appliances & supplies
ANDShareholders Agreement • May 15th, 2001 • Donjoy LLC • Orthopedic, prosthetic & surgical appliances & supplies • New South Wales
DONJOY, L.L.C.Operating Agreement • July 21st, 2000 • Donjoy LLC • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
1 EXHIBIT 10.16 SECURITY AGREEMENT dated as of June 30, 1999, among DJ ORTHOPEDICS, LLC, a Delaware limited liability company (the "Borrower"), DONJOY, L.L.C., a Delaware limited liability company ("Holdings"), each subsidiary of the Borrower listed...Security Agreement • September 10th, 1999 • Donjoy LLC • New York
amongAsset Purchase Agreement • July 21st, 2000 • Donjoy LLC • Orthopedic, prosthetic & surgical appliances & supplies • New York
EXHIBIT 10.25 * CONFIDENTIAL * Employee Retention Agreement Resulting from a Change in Control or Division Divestiture AGREEMENT made as of December 14, 1998, by and between Smith & Nephew, Inc. (the "Company") and Chuck Bastyr (the "Executive")....Donjoy LLC • September 10th, 1999 • California
SECOND AMENDED AND RESTATED PLEDGE AGREEMENT dated as of July 7, 2000, between MICHAEL R. MCBRAYER (the "Pledgor"), and DONJOY, L.L.C., a Delaware limited liability company (the "Company").Pledge Agreement • July 21st, 2000 • Donjoy LLC • Orthopedic, prosthetic & surgical appliances & supplies • New York
1 EXHIBIT 10.3 SUPPLY AGREEMENT Dated as of June 30, 1999Supply Agreement • September 10th, 1999 • Donjoy LLC • Delaware
Among DonJoy, L.L.C. And Smith & Nephew, Inc. Smith & Nephew GMBH, Austria Smith & Nephew GMBH, Germany Smith & Nephew OY, Finland Smith & Nephew Nederland BV, Holland Smith & Nephew K.K., Japan Smith & Nephew LDA., Portugal Smith & Nephew (Belgium)...Distribution Agreement • September 10th, 1999 • Donjoy LLC • Delaware
INDENTUREDonjoy LLC • September 10th, 1999 • New York
CONFORMED COPY CREDIT AGREEMENTCredit Agreement • September 10th, 1999 • Donjoy LLC • New York
1 EXHIBIT 4.3 SECURED PROMISSORY NOTEDonjoy LLC • July 21st, 2000 • Orthopedic, prosthetic & surgical appliances & supplies • New York
EXHIBIT 10.22 * CONFIDENTIAL * Employee Retention Agreement Resulting from a Change in Control or Division Divestiture AGREEMENT made as of December 14, 1998, by and between Smith & Nephew, Inc. (the "Company") and Les Cross (the "Executive")....Donjoy LLC • September 10th, 1999 • California
1 EXHIBIT 10.2 TRANSITION SERVICES AGREEMENT This Transition Services Agreement (this "Agreement") is made and entered into as of this 7th day of July, 2000, by and among DePuy Orthopaedic Technology, Inc., a Delaware corporation ("Seller"), DonJoy,...Transition Services Agreement • July 21st, 2000 • Donjoy LLC • Orthopedic, prosthetic & surgical appliances & supplies • New York
ARTICLE I PURCHASED UNITSUnit Purchase Agreement • July 21st, 2000 • Donjoy LLC • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
1 EXHIBIT 10.27 CONFIDENTIAL Employee Retention Agreement Resulting from a Change in Control or Division Divestiture AGREEMENT made as of December 14, 1998, by and between Smith & Nephew, Inc. (the "Company") and Kent Bachman (the "Executive")....Donjoy LLC • March 21st, 2000 • Orthopedic, prosthetic & surgical appliances & supplies • California
1 EXHIBIT 10.20 EMPLOYMENT AGREEMENT dated as of June 30, 1999 (the "Agreement"), between DJ Orthopedics, LLC, a Delaware limited liability company (the "Company") and a wholly owned subsidiary of DonJoy, L.L.C., a Delaware limited liability company...Employment Agreement • September 10th, 1999 • Donjoy LLC • Delaware
1 EXHIBIT 10.14 SUBSIDIARY GUARANTEE AGREEMENT dated as of June 30, 1999, among each of the subsidiaries listed on Schedule I hereto (each such subsidiary, individually, a "Subsidiary Guarantor" and, collectively, the "Subsidiary Guarantors") of DJ...Subsidiary Guarantee Agreement • September 10th, 1999 • Donjoy LLC • New York
MEMBERS' AGREEMENT dated as of June 30, 1999, among DONJOY, L.L.C., a Delaware limited liability company (the "Company"), and the Members that are parties hereto.Members' Agreement • September 10th, 1999 • Donjoy LLC • Delaware
BY-LAWSDonjoy LLC • September 10th, 1999
made by D.J. Orthopedics, LLC, as Grantor to FIRST AMERICAN TITLE INSURANCE COMPANY, as TrusteeDonjoy LLC • September 10th, 1999 • New York
1 EXHIBIT 10.12 INDEMNITY, SUBROGATION and CONTRIBUTION AGREEMENT dated as of June 30, 1999, among DJ ORTHOPEDICS, LLC, a Delaware limited liability company (the "Borrower"), each subsidiary of the Borrower listed on Schedule I hereto (the...Subrogation and Contribution Agreement • September 10th, 1999 • Donjoy LLC • New York
1 EXHIBIT 10.13 PARENT GUARANTEE AGREEMENT dated as of June 30, 1999, between DONJOY, L.L.C., a Delaware limited liability company (the "Guarantor"), and FIRST UNION NATIONAL BANK ("First Union"), as collateral agent (the "Collateral Agent") for the...Parent Guarantee Agreement • September 10th, 1999 • Donjoy LLC • New York
EXHIBIT 10.8 AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION GUARANTY OF LEASE WHEREAS, Smith & Nephew, Inc., a Delaware corporation as Sublandlord, hereinafter "Sublandlord", and DJ Orthopedic, LLC, a Delaware limited liability company as Subtenant,...Donjoy LLC • September 10th, 1999
1 EXHIBIT 3.1 AMENDED AND RESTATED OPERATING AGREEMENTOperating Agreement • September 10th, 1999 • Donjoy LLC • Delaware
1 EXHIBIT 10.1 =============================================================================== RECAPITALIZATION AGREEMENT Dated as of April 29, 1999Recapitalization Agreement • September 10th, 1999 • Donjoy LLC • Delaware
RECITALSEmployment and Separation Agreement • March 21st, 2000 • Donjoy LLC • Orthopedic, prosthetic & surgical appliances & supplies • California
June 30, 1999 CHASE SECURITIES INC. 270 Park Avenue, 4th floor New York, New York 10017 Ladies and Gentlemen: DJ Orthopedics, LLC, a Delaware limited liability company (the "Company"), and DJ Orthopedics Capital Corporation ("DJ Capital", and together...Registration Rights Agreement • September 10th, 1999 • Donjoy LLC • New York
ARTICLE ICommon Unit Purchase Agreement • July 21st, 2000 • Donjoy LLC • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
1 EXHIBIT 10.4 TRANSITION SERVICES AGREEMENT This Transition Services Agreement (this "Agreement") is made and entered into as of this 30th day of June, 1999, by and between Smith & Nephew Inc., a Delaware corporation (hereinafter "S&N"), and DonJoy,...Transition Services Agreement • September 10th, 1999 • Donjoy LLC • Delaware
SUBLEASEDonjoy LLC • September 10th, 1999 • California
DONJOY, L.L.C.Donjoy LLC • September 10th, 1999
1 EXHIBIT 10.29 FIRST AMENDMENT TO TRANSITION AGREEMENT This First Amendment to Transition Services Agreement is made as of this 21st day of December, 1999 by and between Smith & Nephew, Inc. ("S&N") and DonJoy, L.L.C. ("DonJoy, L.L.C.") PRELIMINARY...Transition Agreement • March 21st, 2000 • Donjoy LLC • Orthopedic, prosthetic & surgical appliances & supplies
