Donjoy Llc Sample Contracts

Donjoy Llc – SHAREHOLDERS AGREEMENT (May 15th, 2001)

1 EXHIBIT 10.1 DJ ORTHOPEDICS LLC AND JOHN PETER NIELSEN AND DJ ORTHOPAEDICS PTY LTD SHAREHOLDERS AGREEMENT MINTER ELLISON Lawyers Rialto Towers 525 Collins Street MELBOURNE VIC 3000 DX 204 Melbourne Telephone (03) 9229 2000 Facsimile (03) 9229 2666 JFF 1371372 2 SHAREHOLDERS AGREEMENT AGREEMENT 5 April 2001 BETWEEN DJ O

Donjoy Llc – ASSET PURCHASE AGREEMENT (July 21st, 2000)

1 EXHIBIT 2.1 EXECUTION COPY ================================================================================ ASSET PURCHASE AGREEMENT dated as of July 7, 2000 among DEPUY ORTHOPAEDIC TECHNOLOGY, INC., as SELLER and DJ ORTHOPEDICS, LLC AND DONJOY, L.L.C. collectively, as BUYER ================================================================================ 2 TABLE OF CONTENTS PAGE

Donjoy Llc – SECURED PROMISSORY NOTE (July 21st, 2000)

1 EXHIBIT 4.10 AMENDED AND RESTATED SECURED PROMISSORY NOTE $210,541.11 New York, New York Originally Issued: June 30, 1999 Amended and Restated: June 28, 2000 SECTION 1.GENERAL. (a) For value received, Michael R. McBrayer (the "Payor") hereby promises to pay in cash to the order of DonJoy, L.L.C., a Delaware limited liability company, or its successors and assigns (the "Payee"), the principal amount of TWO HUNDRED TEN THOUSAND FIVE HUNDRED FORTY ONE DOLLARS AND ELEVEN CENTS ($210,541.11) or such greater or lesser principal amount which may be outstanding hereunder (including as a result of the exercise of the PIK Option), on June 30, 2006 (including any date upon which the Payor actually r

Donjoy Llc – SECURED PROMISSORY NOTE (July 21st, 2000)

1 EXHIBIT 4.13 SECURED PROMISSORY NOTE $88,644.58 New York, New York June 28, 2000 SECTION 1. GENERAL. For value received, the Leslie H. Cross & Deborah L. Cross Family Trust (the "Cross Trust") and Leslie H. Cross ("Cross"; and together with the Cross Trust, collectively, the "Payors") hereby promise to pay in cash to the order of DonJoy, L.L.C., a Delaware limited liability company, or its successors and assigns (the "Payee"), the principal amount of EIGHTY EIGHT THOUSAND SIX HUNDRED FORTY FOUR DOLLARS AND FIFTY EIGHT CENTS ($88,644.58) or such greater or lesser principal amount which may be outstanding hereunder (including as a result of the exercise of the PIK Option), on June 28, 2007 (including any date upon which either Payor actually re

Donjoy Llc – SECURED PROMISSORY NOTE (July 21st, 2000)

1 EXHIBIT 4.12 AMENDED AND RESTATED SECURED PROMISSORY NOTE $210,541.11 New York, New York Originally Issued: June 30, 1999 Amended and Restated: June 28, 2000 SECTION 1.GENERAL. (a) For value received, Cyril Talbot III (the "Payor") hereby promises to pay in cash to the order of DonJoy, L.L.C., a Delaware limited liability company, or its successors and assigns (the "Payee"), the principal amount of TWO HUNDRED TEN THOUSAND FIVE HUNDRED FORTY ONE DOLLARS AND ELEVEN CENTS ($210,541.11) or such greater or lesser principal amount which may be outstanding hereunder (including as a result of the exercise of the PIK Option), on June 30, 2006 (including any date upon which the Payor actually repa

Donjoy Llc – THIRD AMENDED AND RESTATED OPERATING AGREEMENT (July 21st, 2000)

1 EXHIBIT 3.1 DONJOY, L.L.C. (A DELAWARE LIMITED LIABILITY COMPANY) THIRD AMENDED AND RESTATED OPERATING AGREEMENT JULY 7, 2000 2 TABLE OF CONTENTS Page ---- ARTICLE I DEFINED TERMS..................................................................... 1 1.1 DEFINED TERMS....................................................................... 1 1.2 INTERPRETATION OF DEFINED TERMS..................................................... 7 ARTICLE II ORGANIZATION

Donjoy Llc – SECURED PROMISSORY NOTE (July 21st, 2000)

1 EXHIBIT 4.3 SECURED PROMISSORY NOTE $124,608.80 New York, New York July 7, 2000 SECTION 1. GENERAL. For value received, the Leslie H. Cross & Deborah L. Cross Family Trust (the "Cross Trust") and Leslie H. Cross ("Cross"; and together with the Cross Trust, collectively, the "Payors") hereby promise to pay in cash to the order of DonJoy, L.L.C., a Delaware limited liability company, or its successors and assigns (the "Payee"), the principal amount of ONE HUNDRED TWENTY FOUR THOUSAND SIX HUNDRED EIGHT DOLLARS AND EIGHTY CENTS ($124,608.80) or such greater or lesser principal amount which may be outstanding hereunder (including as a result of the exercise of the PIK Option), on July 7, 2007 (including any date upon which either Payor actuall

Donjoy Llc – TRANSITION SERVICES AGREEMENT (July 21st, 2000)

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, L.L.C., a Delaware limited liability company ("DonJoy, L.L.C."), and dj Orthopedics, LLC, a Delaware limited liability company wholly-owned by DonJoy, L.L.C. ("DJ", together with DonJoy, L.L.C., "Buyers"). WHEREAS, pursuant to the Asset Purchase Agreement, dated the date hereof (the "Purchase Agreement") by and among DePuy, Inc., a Delaware corporation, as guarantor of the obligations of Seller, DonJoy, L.L.C. and DJ, Buyers are purchasing from Seller certain of its assets, and assuming certain of its liabilities, related to the Business (as such term is defined in the Purchase Agreement); WHER

Donjoy Llc – SECURED PROMISSORY NOTE (July 21st, 2000)

1 EXHIBIT 4.14 SECURED PROMISSORY NOTE $17,728.91 New York, New York June 28, 2000 SECTION 1. GENERAL. For value received, Cyril Talbot III (the "Payor") hereby promises to pay in cash to the order of DonJoy, L.L.C., a Delaware limited liability company, or its successors and assigns (the "Payee"), the principal amount of SEVENTEEN THOUSAND SEVEN HUNDRED TWENTY EIGHT DOLLARS AND NINETY ONE CENTS ($17,728.91) or such greater or lesser principal amount which may be outstanding hereunder (including as a result of the exercise of the PIK Option), on June 28, 2007 (including any date upon which the Payor actually repays the obligations hereunder, the "Maturity Date"). All payments hereunder shall be made in such coin or currency of the United States

Donjoy Llc – SECURED PROMISSORY NOTE (July 21st, 2000)

1 EXHIBIT 4.4 SECURED PROMISSORY NOTE $24,924.67 New York, New York July 7, 2000 SECTION 1. GENERAL. For value received, Cyril Talbot III (the "Payor") hereby promises to pay in cash to the order of DonJoy, L.L.C., a Delaware limited liability company, or its successors and assigns (the "Payee"), the principal amount of TWENTY FOUR THOUSAND NINE HUNDRED TWENTY FOUR DOLLARS AND SIXTY SEVEN CENTS ($24,924.67) or such greater or lesser principal amount which may be outstanding hereunder (including as a result of the exercise of the PIK Option), on July 7, 2007 (including any date upon which the Payor actually repays the obligations hereunder, the "Maturity Date"). All payments hereunder shall be made in such coin or currency of the United Stat

Donjoy Llc – UNIT PURCHASE AGREEMENT, (July 21st, 2000)

1 EXHIBIT 4.9 UNIT PURCHASE AGREEMENT, dated as of June 28, 2000, among SMITH & NEPHEW DISPOSAL, INC., a Delaware corporation (the "Seller"), and THE PURCHASERS IDENTIFIED ON ANNEX I HERETO (collectively, the "Purchasers"). The Seller desires to sell to the Purchasers, and the Purchasers desire to purchase from the Seller, 54,000 Common Units (the "Purchased Units") of DonJoy, L.L.C., a Delaware limited liability company (the "Company"). In consideration of the mutual promises herein made and in consideration of the representations, warranties, and covenants herein contain

Donjoy Llc – SECURED PROMISSORY NOTE (July 21st, 2000)

1 EXHIBIT 4.5 SECURED PROMISSORY NOTE $24,924.67 New York, New York July 7, 2000 SECTION 1. GENERAL. For value received, Michael R. McBrayer (the "Payor") hereby promises to pay in cash to the order of DonJoy, L.L.C., a Delaware limited liability company, or its successors and assigns (the "Payee"), the principal amount of TWENTY FOUR THOUSAND NINE HUNDRED TWENTY FOUR DOLLARS AND SIXTY SEVEN CENTS ($24,924.67) or such greater or lesser principal amount which may be outstanding hereunder (including as a result of the exercise of the PIK Option), on July 7, 2007 (including any date upon which the Payor actually repays the obligations hereunder, the "Maturity Date"). All payments hereunder shall be made in such coin or currency of the United S

Donjoy Llc – SECURED PROMISSORY NOTE (July 21st, 2000)

1 EXHIBIT 4.11 AMENDED AND RESTATED SECURED PROMISSORY NOTE $1,052,705.56 New York, New York Originally Issued: June 30, 1999 Amended and Restated: June 28, 2000 SECTION 1. GENERAL. (a) For value received, the Leslie H. Cross & Deborah L. Cross Family Trust (the "Cross Trust") and Leslie H. Cross ("Cross"; and together with the Cross Trust, collectively, the "Payors") hereby promise to pay in cash to the order of DonJoy, L.L.C., a Delaware limited liability company, or its successors and assigns (the "Payee"), the principal amount of ONE MILLION FIFTY TWO THOUSAND SEVEN HUNDRED FIVE DOLLARS AND FIFTY SIX CENTS ($1,052,705.56) or such greater or lesser principal amount which may be outstandin

Donjoy Llc – SECURED PROMISSORY NOTE (July 21st, 2000)

1 EXHIBIT 4.15 SECURED PROMISSORY NOTE $17,728.91 New York, New York June 28, 2000 SECTION 1. GENERAL. For value received, Michael R. McBrayer (the "Payor") hereby promises to pay in cash to the order of DonJoy, L.L.C., a Delaware limited liability company, or its successors and assigns (the "Payee"), the principal amount of SEVENTEEN THOUSAND SEVEN HUNDRED TWENTY EIGHT DOLLARS AND NINETY ONE CENTS ($17,728.91) or such greater or lesser principal amount which may be outstanding hereunder (including as a result of the exercise of the PIK Option), on June 28, 2007 (including any date upon which the Payor actually repays the obligations hereunder, the "Maturity Date"). All payments hereunder shall be made in such coin or currency of the United Sta

Donjoy Llc – EMPLOYMENT AND SEPARATION AGREEMENT (March 21st, 2000)

1 EXHIBIT 10.28 EMPLOYMENT AND SEPARATION AGREEMENT THIS EMPLOYMENT AND SEPARATION AGREEMENT ("Agreement") is made and entered into as of October 25, 1999, (the "Date of this Agreement") by and between Chuck Bastyr ("Employee") and dj Orthopedics, LLC ("Company"). RECITALS A. WHEREAS, the Company and Employee wish to specify the terms of their continued employment relationship and termination of his employment; B. WHEREAS, the Company would like to give Employee an incentive to remain in its employ through October 25, 2000. AGREEMENT NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereto agree as follows:

Donjoy Llc – FIRST AMENDMENT TO TRANSITION AGREEMENT (March 21st, 2000)

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 STATEMENTS A. S&N and DonJoy, L.L.C. entered into a certain Transition Services Agreement dated as of June 30, 1999 ("Transition Services Agreement"). B. S&N and DonJoy, L.L.C. mutually desire to amend the Transition Services Agreement. NOW THEREFORE, the parties hereto agree as follows: Item 9 of Exhibit A to the Transition Services Agreement is hereby deleted in its entirely and the following shall be substituted in lieu thereof: "S&N will act as the sole authorized European representative for CE regulation through December 31, 1999. The parties acknowledge that DonJoy, L.L.C. has retained

Donjoy Llc – EMPLOYMENT AND SEPARATION AGREEMENT (November 19th, 1999)

1 EXHIBIT 10.1 EMPLOYMENT AND SEPARATION AGREEMENT THIS EMPLOYMENT AND SEPARATION AGREEMENT ("Agreement") is made and entered into as of October 25, 1999, (the "Date of this Agreement") by and between Chuck Bastyr ("Employee") and dj Orthopedics, LLC ("Company"). RECITALS A. WHEREAS, the Company and Employee wish to specify the terms of their continued employment relationship and termination of his employment; B. WHEREAS, the Company would like to give Employee an incentive to remain in its employ through October 25, 2000. AGREEMENT NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereto agree as follows:

Donjoy Llc – CERF LABORATORIES AGREEMENT (September 10th, 1999)

1 EXHIBIT 10.6 CERF LABORATORIES AGREEMENT This CERF Laboratories 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, L.L.C., a Delaware limited liability company (hereinafter "DonJoy, L.L.C."). WHEREAS, pursuant to the Recapitalization Agreement, dated as of April 29, 1999 (the "Recapitalization Agreement") by and among S&N, DonJoy, L.L.C. and Chase DJ Partners, LLC ("Investor"), DonJoy, L.L.C. is selling to Investor 645,500 Common Units of DonJoy, L.L.C. and DonJoy, L.L.C. is redeeming 2,000,000 Common Units from S&N, such that upon consummation of the transactions contemplated by the Recapitalization Agreement Investor will own approximately a ninety percent (90%) membership interest in DonJoy, L.L.C. (capitalized terms not otherwise d

Donjoy Llc – SUPPLY AGREEMENT (September 10th, 1999)

1 EXHIBIT 10.3 SUPPLY AGREEMENT Dated as of June 30, 1999 Between DonJoy, L.L.C. And Smith & Nephew, Inc. 2 SUPPLY AGREEMENT (this "Agreement"), dated as of June 30, 1999 between DonJoy, L.L.C., a Delaware limited liability company ("DonJoy, L.L.C.") and Smith & Nephew, Inc., a Delaware corporation ("S&N"). WHEREAS, pursuant to a Recapitalization Agreement dated April 29, 1999 (the "Recapitalization Agreement") among DonJoy, L.L.C., S&N and Chase DJ Partners, LLC ("Investor"), DonJoy, L.L.C. is selling Investor 645,500 Common Units of DonJoy, L.L.C. and DonJoy, L.L.C. is redeeming 2,000,000 Common Units from S&N, such that upon consummation of the transactions contemplated by the R

Donjoy Llc – INDENTURE (September 10th, 1999)

1 EXECUTION COPY EXHIBIT 4.1 =============================================================================== DJ ORTHOPEDICS, LLC DJ ORTHOPEDICS CAPITAL CORPORATION 12_% Senior Subordinated Notes due 2009 ----------------- INDENTURE Dated as of June 30, 1999 ----------------- THE BANK OF NEW YORK, as Trustee 2 =============================================================================== 3 TABLE OF CONTENTS PAGE

Donjoy Llc – TRANSITION SERVICES AGREEMENT (September 10th, 1999)

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, L.L.C., a Delaware limited liability company (hereinafter "DonJoy, L.L.C."). WHEREAS, pursuant to the Recapitalization Agreement, dated as of April 29, 1999 (the "Recapitalization Agreement") by and among S&N, DonJoy, L.L.C. and Chase DJ Partners, LLC ("Investor"), DonJoy, L.L.C. is selling to Investor 645,000 Common Units of DonJoy, L.L.C. and DonJoy, L.L.C. is redeeming 2,000,000 Common Units from S&N, such that upon consummation of the transactions contemplated by the Recapitalization Agreement Investor will own approximately a ninety percent (90%) membership interest in DonJoy, L.L.C. (capitalized terms not otherwise defi

Donjoy Llc – AND ASSIGNMENT OF LEASES AND RENTS (September 10th, 1999)

1 EXHIBIT 10.17 EXECUTION COPY LEASEHOLD DEED OF TRUST, SECURITY AGREEMENT, AND ASSIGNMENT OF LEASES AND RENTS ================================================================================ made by D.J. Orthopedics, LLC, as Grantor to FIRST AMERICAN TITLE INSURANCE COMPANY, as Trustee for the benefit of FIRST UNION NATIONAL BANK, as Collateral Agent, as Beneficiary ================================================================================ Prepared Out of State by and,

Donjoy Llc – GUARANTY OF LEASE (September 10th, 1999)

1 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, hereinafter "Subtenant", are about to execute a document entitled "Sublease" dated as of June 30, 1999 concerning the premises commonly known as Parcels H, I, & J of Parcel Map 16, 028 in the City of Vista, San Diego County, CA wherein Sublandlord will lease the premises to Subtenant, and WHEREAS, DonJoy, LLC, a Delaware limited liability company, hereinafter "Guarantors" have a financial interest in Subtenant, and WHEREAS, Sublandlord would not execute the Sublease if Guarantors did not execute and deliver to Sublandlord this Guarantee of Lease. NOW THEREFORE, in consideration of

Donjoy Llc – EXCHANGE AND REGISTRATION RIGHTS AGREEMENT (September 10th, 1999)

1 Exhibit 4.3 EXECUTION COPY DJ ORTHOPEDICS, LLC DJ ORTHOPEDICS CAPITAL CORPORATION $100,000,000 12 5/8% SENIOR SUBORDINATED NOTES DUE 2009 EXCHANGE AND REGISTRATION RIGHTS AGREEMENT 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 with the Company, the "Issuers"), propose to issue and sell to Chase Securities Inc. ("CSI" or the "Initial Purchaser"), upon the terms and subject to the conditions set forth in a purchase agreement dated

Donjoy Llc – CREDIT AGREEMENT (September 10th, 1999)

1 EXHIBIT 10.11 CONFORMED COPY ================================================================================ CREDIT AGREEMENT dated as of June 30, 1999 among DJ ORTHOPEDICS, LLC as Borrower DONJOY, L.L.C., as Parent The Lenders Party Hereto, FIRST UNION NATIONAL BANK, as Administrative Agent and Collateral Agent and THE CHASE MANHATTAN BANK, as Syndication Agent, Issuing Bank and Swingline Lender -------

Donjoy Llc – RECAPITALIZATION AGREEMENT (September 10th, 1999)

1 EXHIBIT 10.1 =============================================================================== RECAPITALIZATION AGREEMENT Dated as of April 29, 1999 Among CHASE DJ PARTNERS, LLC, SMITH & NEPHEW, INC. And DONJOY, L.L.C. =============================================================================== 2 TABLE OF CONTENTS PAGE ----

Donjoy Llc – PREFERRED UNIT PURCHASE AGREEMENT (September 10th, 1999)

1 EXHIBIT 10.9 EXECUTION COPY PREFERRED UNIT PURCHASE AGREEMENT DATED AS OF JUNE 30, 1999 AMONG DONJOY, L.L.C. AND THE PURCHASERS NAMED HEREIN 2 TABLE OF CONTENTS Page ARTICLE I DEFINED TERMS; RULES OF CONSTRUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1.1 Defined Terms. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 --- ------------- 1.2 Rules of

Donjoy Llc – DISTRIBUTION AGREEMENT (September 10th, 1999)

1 EXHIBIT 10.5 DISTRIBUTION AGREEMENT Dated as of June 30, 1999 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) S.A. - N.V., Belgium Smith & Nephew FZE, Dubai Smith & Nephew Medical Limited, India Smith & Nephew Limited, Korea Smith & Nehpew (Malaysia) Ltd., Mala

Donjoy Llc – SUBLEASE (September 10th, 1999)

1 EXHIBIT 10.7 SUBLEASE This Sublease is made as of the 30th day of June, 1999, by and between SMITH & NEPHEW, INC., a Delaware corporation (the "Sublandlord") and DJ ORTHOPEDIC, LLC, a Delaware limited liability company (the "Subtenant"). RECITALS A. Pursuant to a recapitalization agreement dated as of April 30, 1999 (the "Recapitalization Agreement") among DonJoy, L.L.C., Sublandlord and Chase DJ Partners, LLC ("Investor"), DonJoy L.L.C. is selling to Investor 657,000 Units of DonJoy, L.L.C. and DonJoy, L.L.C. is redeeming 2,000,000 Units from Sublandlord, such that upon consummation of the transactions contemplated by the Recapitalization Agreement, Investor will own approximately a ninety percent (90%) interest in DonJoy, L.L.C.; B. Sublandlord is the tenant under that certain Lease Agreement dated as of

Donjoy Llc – GROUP RESEARCH CENTRE TECHNOLOGY AGREEMENT (September 10th, 1999)

1 EXHIBIT 10.2 GROUP RESEARCH CENTRE TECHNOLOGY AGREEMENT THIS GROUP RESEARCH CENTRE TECHNOLOGY AGREEMENT ("Agreement") dated as of June 30, 1999 ("Effective Date") between DonJoy, L.L.C., a Delaware limited liability company ("DonJoy, L.L.C.") and Smith & Nephew, Inc., a Delaware corporation ("S&N"). WHEREAS, pursuant to a Recapitalization Agreement dated April 29, 1999 (the "Recapitalization Agreement") among DonJoy, L.L.C., S&N and Chase DJ Partners, LLC ("Investor"), DonJoy, L.L.C. is selling Investor 645,500 Common Units of DonJoy, L.L.C. and DonJoy, L.L.C. is redeeming 2,000,000 Common Units from S&N, such that upon consummation of the transactions contemplated by the Recapitalization Agreement, Investor will own approximately a ninety percent (90%) membership interest in DonJoy, L.L.C.; WHEREAS, it is a condition to Investor's obligations under the Recapitalization Ag