Exhibit 10.55
DJ ORTHOPEDICS, INC.
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November 20, 2001
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NOTES AND PLEDGE AGREEMENTS
Dear Cy:
Reference is hereby made to the following: (i) a Promissory
Note originally issued by you to DonJoy, L.L.C. (the "COMPANY") on June 30,
1999, and amended and restated on June 28, 2000, in the original principal
amount, as so amended and restated, of $210,541.11, (the "JUNE 1999 NOTE"); (ii)
a Promissory Note issued by you to the Company on June 28, 2000, in the original
principal amount of $17,728.91 (the "JUNE 2000 Note"); (iii) a Promissory Note
issued by you to the Company on July 7, 2000, in the original principal amount
of $24,924.67 (the "JULY 2000 NOTE"); (iv) a Promissory Note originally issued
by you to the Company on June 11, 2001, in the original principal amount of
$30,121.74 (the "JUNE 2001 NOTE" and collectively with the June 1999 Note, the
June 2000 Note and the July 2000 Note, the "NOTES"); (v) a Third Amended and
Restated Pledge Agreement between you and the Company, dated as of June 11, 2001
(the "PLEDGE AGREEMENT") and (vi) the Agreement and Plan of Merger (the "MERGER
AGREEMENT"), dated as of October 26, 2001, among dj Orthopedics, Inc. (the
"PARENT"), the Company, and DJ Acquisition Corporation, a wholly-owned
subsidiary of the Parent (the "MERGER SUB").
You hereby acknowledge that pursuant to Merger Agreement (i)
the Merger Sub was merged with and into the Company and the previous holders of
units of the Company received shares of the Parent Common Stock (as defined in
the Merger Agreement) in exchange for their units of the Company and (ii) the
Company assigned all of its right, title and interest in and to, and the Parent
assumed all of the Company's obligations under the Notes and the Pledge
Agreement. Accordingly, you hereby acknowledge that: (i) all references to the
Payee in the Notes shall refer to the Parent; (ii) all references to the Company
in the Pledge Agreement shall refer to the Parent; and (iii) all references to
"Pledged Securities" in the Pledge Agreement shall refer to the Parent Common
Stock that was issued to you pursuant to the Merger Agreement.
Please acknowledge your agreement with the foregoing by
signing a copy of this letter where indicated.
Very truly yours,
DJ ORTHOPEDICS, INC.
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President and Chief Executive Officer
ACKNOWLEDGED AS OF
NOVEMBER 20, 2001:
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