ARTICLE I GENERALAgreement and Plan of Merger • October 29th, 2001 • Dj Orthopedics Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
EXHIBIT 10.60 SUPPLEMENT NO. 1 TO THE INDEMNITY, SUBROGATION AND CONTRIBUTION AGREEMENT SUPPLEMENT NO. 1 dated as of April 4, 2002 to the Indemnity, Subrogation and Contribution Agreement dated as of June 30, 1999 (as the same may be amended,...Dj Orthopedics Inc • August 13th, 2002 • Orthopedic, prosthetic & surgical appliances & supplies
AMONGRegistration Rights Agreement • October 29th, 2001 • Dj Orthopedics Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
AMENDMENT NO. 2 TO CREDIT AGREEMENT (this "Amendment"), dated as of October 29, 2002, among DJ ORTHOPEDICS, INC., a Delaware corporation ("Holdings"), DJ ORTHOPEDICS, LLC, a Delaware limited liability company (the "Borrower"), the financial...Credit Agreement • November 12th, 2002 • Dj Orthopedics Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
COMMON STOCKDj Orthopedics Inc • October 29th, 2001 • Orthopedic, prosthetic & surgical appliances & supplies • New York
WITNESSETH:First Supplemental Indenture • August 13th, 2002 • Dj Orthopedics Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
AMENDMENT NO. 3 TO CREDIT AGREEMENT (this "Amendment"), dated as of February 14, 2003, among DJ ORTHOPEDICS, INC., a Delaware corporation ("Holdings"), DJ ORTHOPEDICS, LLC, a Delaware limited liability company (the "Borrower"), the financial...Credit Agreement • March 28th, 2003 • Dj Orthopedics Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
FORM OF] MANAGEMENT CONSULTING AGREEMENT (the "AGREEMENT"), dated as of [October __, 2001], by and between DONJOY, L.L.C., a Delaware limited liability company ("DONJOY") and J.P. MORGAN FAIRFIELD PARTNERS, LLC, a Delaware limited liability company...Management Consulting Agreement • October 29th, 2001 • Dj Orthopedics Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
AGREEMENTAgreement • August 13th, 2002 • Dj Orthopedics Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
EXHIBIT 10.61 SUPPLEMENT NO. 1 TO SUBSIDIARY GUARANTEE AGREEMENT SUPPLEMENT NO. 1 dated as of April 4, 2002 to the Subsidiary Guarantee Agreement dated as of June 30, 1999, among each of the subsidiaries listed on Schedule I thereto (each such...Subsidiary Guarantee Agreement • August 13th, 2002 • Dj Orthopedics Inc • Orthopedic, prosthetic & surgical appliances & supplies
EXHIBIT 10.66 OUTSOURCING AGREEMENT DATED AS OF DECEMBER 30, 2002 BY AND BETWEEN CREDITEK MEDIFINANCIAL, INC.Outsourcing Agreement • March 28th, 2003 • Dj Orthopedics Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
AGREEMENT AND PLAN OF MERGER Among REABLE THERAPEUTICS FINANCE LLC, REACTION ACQUISITION MERGER SUB, INC. and DJO INCORPORATED Dated as of July 15, 2007Agreement and Plan of Merger • July 16th, 2007 • Djo Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of July 15, 2007, among ReAble Therapeutics Finance LLC, a Delaware limited liability company (“Parent”), Reaction Acquisition Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and DJO Incorporated, a Delaware corporation (the “Company”).
CREDIT AGREEMENT among DJ ORTHOPEDICS, LLC and CERTAIN OF ITS FOREIGN SUBSIDIARIES PARTY HERETO FROM TIME TO TIME, as Borrowers, DJ ORTHOPEDICS, INC., THE LENDERS NAMED HEREIN, WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent, BANK OF THE...Credit Agreement • April 13th, 2006 • Dj Orthopedics Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIS CREDIT AGREEMENT, dated as of the 7th day of April, 2006, is made among DJ ORTHOPEDICS, LLC, a Delaware limited liability company (the “Company”), each Foreign Subsidiary that, pursuant to a Joinder Agreement (as hereinafter defined), becomes a party hereto as a borrower (each, a “Foreign Borrower,” and together with the Company, the “Borrowers”), DJ ORTHOPEDICS, INC., a Delaware corporation (the “Parent”), the Lenders (as hereinafter defined), WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent for the Lenders, BANK OF THE WEST and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agents for the Lenders, and UNION BANK OF CALIFORNIA, N.A., as Documentation Agent for the Lenders.
EXHIBIT 10.59 SUPPLEMENT NO. 1 TO SECURITY AGREEMENT SUPPLEMENT NO. 1 dated as of April 4, 2002 to the Security Agreement dated as of June 30, 1999, among DJ ORTHOPEDICS, LLC, a Delaware limited liability company (the "Borrower"), DJ ORTHOPEDICS,...Security Agreement • August 13th, 2002 • Dj Orthopedics Inc • Orthopedic, prosthetic & surgical appliances & supplies
RECITALSConsent and Termination Agreement • November 9th, 2001 • Dj Orthopedics Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
CREDIT AGREEMENT among DJ ORTHOPEDICS, LLC, as Borrower, DJ ORTHOPEDICS, INC., THE LENDERS NAMED HEREIN, WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agent, and BANK OF AMERICA,...Credit Agreement • December 3rd, 2003 • Dj Orthopedics Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIS CREDIT AGREEMENT, dated as of the 26th day of November, 2003, is made among DJ ORTHOPEDICS, LLC, a Delaware limited liability company (the “Borrower”), DJ ORTHOPEDICS, INC., a Delaware corporation (the “Parent”), the Lenders (as hereinafter defined), WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent for the Lenders, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agent for the Lenders, and BANK OF AMERICA, N.A., BANK OF THE WEST and UNION BANK OF CALIFORNIA, N.A., as Documentation Agents for the Lenders.
7,500,000 Shares dj Orthopedics, Inc. Common Stock UNDERWRITING AGREEMENTDj Orthopedics Inc • February 19th, 2004 • Orthopedic, prosthetic & surgical appliances & supplies • New York
dj Orthopedics, Inc., a Delaware corporation (the "Company"), and certain stockholders of the Company named in Schedule 2 (each, a "Selling Stockholder" and collectively, the "Selling Stockholders") propose, subject to the terms and conditions contained herein, to sell an aggregate of 7,500,000 shares (the "Firm Stock") of the Company's Common Stock, par value $0.01 per share (the "Common Stock"). Of the 7,500,000 shares of the Firm Stock, 2,750,000 are being sold by the Company and 4,750,000 severally by the Selling Stockholders. In addition, each of the Company and each of J.P. Morgan DJ Partners, LLC ("JPMDJ") and J.P. Morgan Partners (23A SBIC), L.P. ("JPMP 23A"), two Selling Stockholders, proposes, subject to the terms and conditions contained herein, to grant to the Underwriters named in Schedule 1 hereto (the "Underwriters") an option to purchase up to an additional aggregate of 1,125,000 shares of the Common Stock on the terms and for the purposes set forth in Section 3 (the "O
CHANGE IN CONTROL SEVERANCE AGREEMENT (NON-CEO OFFICER VERSION)Change in Control Severance Agreement • September 25th, 2007 • Djo Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
This CHANGE IN CONTROL SEVERANCE AGREEMENT (this “Agreement”) is entered into as of the day of , 2007 (the “Effective Date”), by and between DJO Incorporated, a Delaware corporation (the “Company”), and (“Executive”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • March 12th, 2007 • Djo Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
THIS NOTE PURCHASE AGREEMENT (the “Agreement”) is made as of the 6th day of March, 2007 (the “Effective Date”) by and between FULL90 SPORTS, INC., a Delaware corporation (the “Company”), and DJO, LLC, a Delaware limited liability company (the “Purchaser”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 10th, 2005 • Dj Orthopedics Inc • Orthopedic, prosthetic & surgical appliances & supplies • Texas
This Asset Purchase Agreement (the “Agreement”) is entered into as of August 8, 2005 (the “Effective Date”), by and between Encore Medical, L.P., a Delaware limited partnership (“Seller”), and dj Orthopedics, LLC, a Delaware limited liability company (“Buyer”).
OPERATING AGREEMENT OF IOMED, LLCOperating Agreement • April 21st, 2008 • DJO Opco Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
THIS AGREEMENT is by and among IOMED, LLC, a Utah limited liability company (the "Company"), and EMPI Corp., a Minnesota corporation (the "Member").
AMENDED AND RESTATED SALES REPRESENTATIVE AGREEMENTSales Representative Agreement • March 4th, 2005 • Dj Orthopedics Inc • Orthopedic, prosthetic & surgical appliances & supplies • Illinois
THIS AMENDED AND RESTATED SALES REPRESENTATIVE AGREEMENT (“Agreement”) is made effective as of January 24, 2005, by and between dj Orthopedics, LLC, a Delaware limited liability company (hereinafter referred to as “DJO”), with its principal place of business at 2985 Scott Street, Vista, CA 92081, and DePuy Spine, Inc., an Ohio corporation (hereinafter referred to as “DePuy Spine”), with its principal place of business at 325 Paramount Drive, Raynham, Massachusetts 02767.
3,072,379 Shares dj Orthopedics, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 4th, 2004 • Dj Orthopedics Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 4th, 2004 • Dj Orthopedics Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIS SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of the 28th day of September, 2004 (this “Amendment”), is made among DJ ORTHOPEDICS, LLC, a Delaware limited liability company (the “Borrower”), DJ ORTHOPEDICS, INC., a Delaware corporation (the “Parent”), the other Guarantors (as defined in the Credit Agreement referred to below) identified on the signature pages hereto, the Lenders (as defined in the Credit Agreement referred to below) identified on the signature pages hereto, and WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent (in such capacity, the “Administrative Agent”).
AMENDMENT TO SALES REPRESENTATIVE AGREEMENTSales Representative Agreement • March 12th, 2004 • Dj Orthopedics Inc • Orthopedic, prosthetic & surgical appliances & supplies
This Amendment to Sales Representative Agreement (the “Amendment”) is made and entered into effective as of March 1, 2002 by and between OrthoLogic Corp., a Delaware corporation, with its principal place of business at 1275 West Washington Street, Tempe, AZ 85281 (“OrthoLogic”), and DePuy AcroMed, Inc., an Ohio corporation, with its principal place of business at 325 Paramount Drive, Raynham, MA 02767 (“DePuy AcroMed”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 14th, 2005 • Dj Orthopedics Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
This Asset Purchase Agreement (the “Agreement”) is entered into as of March 10, 2005, by and among Superior Medical Equipment, LLC, a Connecticut limited liability company (“SME”), John Flynn, an individual and the owner of all outstanding membership units of SME (“Owner”), (SME and Owner are hereinafter collectively referred to as “Seller”), and dj Orthopedics, LLC, a Delaware limited liability company (“Buyer”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • September 28th, 2004 • Dj Orthopedics Inc • Orthopedic, prosthetic & surgical appliances & supplies
This Stock Purchase Agreement (the “Agreement”) is entered into as of August 30, 2004 (the “Effective Date”), by and between KD Holdings, a Denmark corporation (“Holdings”), Kirsten Damgaard, an individual and the sole shareholder of Holdings (“Stockholder”) (Holdings and Stockholder are hereinafter collectively referred to as “Seller”), and dj Orthopedics, LLC, a Delaware limited liability company (“Buyer”).
ContractOutsourcing Agreement • May 11th, 2006 • Dj Orthopedics Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
This OUTSOURCING AGREEMENT (“Agreement”), dated as of January 15, 2006 (the “Agreement Date”), is by and between Creditek LLC, Inc., a New Jersey corporation having its principal place of business at 9 Sylvan Way, Suite 165, Parsippany, NJ 07054 (“OUTSOURCER”), and dj Orthopedics, LLC, having its principal place of business at 2985 Scott Street, Vista, CA 92083 (“CLIENT”).
TRUST AGREEMENT Between dj Orthopedics, LLC And FIDELITY MANAGEMENT TRUST COMPANY dj Orthopedics Executive Deferred Compensation Plan TRUST Dated as of October 1, 2005Trust Agreement • August 2nd, 2005 • Dj Orthopedics Inc • Orthopedic, prosthetic & surgical appliances & supplies • Massachusetts
TRUST AGREEMENT, dated as of October 1, 2005, between dj Orthopedics, LLC a Delaware corporation, having an office at 2985 Scott Street, Vista, CA 92081 (the “Sponsor”), and FIDELITY MANAGEMENT TRUST COMPANY, a Massachusetts trust company, having an office at 82 Devonshire Street, Boston, Massachusetts 02109 (the “Trustee”).
SHARE PURCHASE AGREEMENT BY AND AMONG DJ ORTHOPEDICS, LLCShare Purchase Agreement • December 16th, 2005 • Dj Orthopedics Inc • Orthopedic, prosthetic & surgical appliances & supplies
This Share Purchase Agreement (“Agreement”), dated as of the 15th day of December 2005 is entered into by and among dj Orthopedics, LLC, a Delaware, USA, limited liability company (“Purchaser”), MBO Partenaires, a French société par actions simplifiée, having its registered offices at 75 bis, avenue Marceau, 75116 Paris, registered with the Registry of Commerce and Companies under number 443 024 237 RCS Paris, acting in its capacity as the management company of MBO Capital, a Fonds Commun de Placements à Risque, Alain Cassam-Chenaï, an individual residing at 98, rue de l’Abbé Groult, 75015 Paris (MBO Capital and Mr. Cassam-Chenaï sometimes hereinafter referred to collectively as the “MBO Stockholders”), Alain Avril, an individual residing at Chemin de Jacquemin, 64100 Bayonne, Charles Dubourg, an individual residing at 32, place du pavé, 18200 Meillant, Sophie Dubourg, an individual residing at 32, place du pavé, 18200 Meillant, and Edmond Flacks, an individual residing at 5, square de
STOCK PURCHASE AGREEMENT by and among DJ ORTHOPEDICS, LLC, the TAILWIND STOCKHOLDERS, the DLJ STOCKHOLDERS, the CREDIT OPPORTUNITIES STOCKHOLDER and TAILWIND MANAGEMENT LP (as Stockholder Representative) Dated as of February 27, 2006Stock Purchase Agreement • April 13th, 2006 • Dj Orthopedics Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of February 27, 2006, by and among dj Orthopedics, LLC, a Delaware limited liability company (the “Purchaser”); Tailwind Management LP, a Delaware limited partnership (the “Stockholder Representative”); TWCP, L.P., a Delaware limited partnership (“TWCP”), and its Affiliates listed on Schedule A hereto (TWCP and such Affiliates, the “Tailwind Stockholders”); DLJ Growth Capital Partners, L.P., a Delaware limited partnership (“DLJ”), GCP Plan Investors, L.P., a Delaware limited partnership (“GCP” and, together with DLJ, the “DLJ Stockholders”); and GSO Credit Opportunities Fund (Helios), L.P., a Cayman Islands limited partnership (the “Credit Opportunities Stockholder”). The Tailwind Stockholders, the DLJ Stockholders and the Credit Opportunities Stockholder are sometimes referred to herein individually as a “Seller” and, collectively, as the “Sellers”. Capitalized terms used herein are defined in Article IX.
Amendment Number One to Outsourcing AgreementOutsourcing Agreement • March 12th, 2004 • Dj Orthopedics Inc • Orthopedic, prosthetic & surgical appliances & supplies
This Amendment Number One to Outsourcing Agreement (“Amendment”) is entered into as of this 12th day of December 2003 by and between Creditek MediFinancial, Inc., a Delaware corporation (“OUTSOURCER”), and dj Orthopedics, LLC, a Delaware limited liability company (“CLIENT”).
LEASE AGREEMENTLease Agreement • October 26th, 2004 • Dj Orthopedics Inc • Orthopedic, prosthetic & surgical appliances & supplies
In consideration of the rents and covenants hereinafter set forth, Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, the Premises described in Paragraph 2 of the Fundamental Lease Provisions on the terms and conditions set forth in this Lease Agreement (the “Lease”).
Generation II Orthopedics Inc. and S Generation II USA Inc. S S Plaintiffs, S S S v. S S Case No. 2-02CV-123-TJW (Ward) S S DJ Orthopedics, Inc., S DJ Orthopedics, LLC, and S Smith & Nephew, Inc. S S S Defendants. SNon-Exclusive License and Settlement Agreement • August 12th, 2003 • Dj Orthopedics Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 5th, 2004 • Dj Orthopedics Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of the 7th day of July, 2004 (this “Amendment”), is made among DJ ORTHOPEDICS, LLC, a Delaware limited liability company (the “Borrower”), DJ ORTHOPEDICS, INC., a Delaware corporation (the “Parent”), the other Guarantors (as defined in the Credit Agreement referred to below) identified on the signature pages hereto, the Lenders (as defined in the Credit Agreement referred to below) identified on the signature pages hereto, and WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent (in such capacity, the “Administrative Agent”).
