Exhibit 10.54
DJ ORTHOPEDICS, INC.
0000 Xxxxx Xxxxxx
Xxxxx, XX 00000
November 20, 2001
Xxxxxx X. Xxxxx & Xxxxxxx X. Xxxxx
Family Trust
c/o Xxxxxx X. Xxxxx
0000 Xxxxxxxx Xxxxxxxx
Xxx Xxx, XX 00000
NOTES AND PLEDGE AGREEMENTS
Dear Les:
Reference is hereby made to the following: (i) a Promissory
Note originally issued by each of you and the Xxxxxx X. Xxxxx and Xxxxxxx X.
Xxxxx Family Trust (collectively, the "BORROWER") 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 $1,052,705.56, (the
"JUNE 1999 NOTE"); (ii) a Promissory Note issued by the Borrower to the Company
on June 28, 2000, in the original principal amount of $88,644.58 (the "JUNE 2000
NOTE"); (iii) a Promissory Note issued by the Borrower to the Company on July 7,
2000, in the original principal amount of $124,608.80 (the "JULY 2000 NOTE");
(iv) a Promissory Note originally issued by the Borrower to the Company on June
11, 2001, in the original principal amount of $150,610.29 (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
the Borrower 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 the Borrower 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.
By: /s/ Xxxxx Xxxxxx III
---------------------------------------
Xxxxx Xxxxxx III
Senior Vice President - Finance,
Chief Financial Officer & Secretary
ACKNOWLEDGED AS OF
NOVEMBER 20, 2001:
/s/ Xxxxxx X. Xxxxx
------------------------------
Xxxxxx X. Xxxxx
XXXXXX X. XXXXX AND XXXXXXX X. XXXXX
FAMILY TRUST
By: /s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx
Co-Trustee
