AGREEMENT AND PLAN OF MERGER dated as of November 7, 2001 (the "AGREEMENT"), between DJ ORTHOPEDICS, INC., a Delaware corporation (the "PARENT") and DONJOY, L.L.C., a Delaware limited liability company and a wholly owned subsidiary of the Parent (the...Merger Agreement • December 12th, 2001 • Dj Orthopedics Capital Corp • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
DJ ORTHOPEDICS, INC. 2985 Scott Street Vista, CA 92083Promissory Note • December 12th, 2001 • Dj Orthopedics Capital Corp • Orthopedic, prosthetic & surgical appliances & supplies
Reference is hereby made to the following: (i) a Promissory Note originally issued by each of you and the Leslie H. Cross and Deborah L. Cross 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 betw
ASSIGNMENT AND ASSUMPTION AGREEMENT dated as of November 20, 2001 (this "AGREEMENT"), between DONJOY, L.L.C., a Delaware limited liability company (the "COMPANY"), and DJ ORTHOPEDICS, INC., a Delaware corporation (the "Parent"). Reference is made to...Assignment and Assumption Agreement • December 12th, 2001 • Dj Orthopedics Capital Corp • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
AMONGRegistration Rights Agreement • December 12th, 2001 • Dj Orthopedics Capital Corp • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
ARTICLE I GENERALMerger Agreement • December 12th, 2001 • Dj Orthopedics Capital Corp • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
Exhibit 10.51 MANAGEMENT CONSULTING AGREEMENT (the "AGREEMENT"), dated as of November 7, 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 • December 12th, 2001 • Dj Orthopedics Capital Corp • Orthopedic, prosthetic & surgical appliances & supplies • New York
RECITALSConsent and Termination Agreement • December 12th, 2001 • Dj Orthopedics Capital Corp • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
DJ ORTHOPEDICS, INC. 2985 Scott Street Vista, CA 92083Notes and Pledge Agreements • December 12th, 2001 • Dj Orthopedics Capital Corp • Orthopedic, prosthetic & surgical appliances & supplies
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 "MERG
