1 EXHIBIT 10.15 PLEDGE AGREEMENT dated as of June 30, 1999, among DJ ORTHOPEDICS, LLC, a Delaware limited liability company (the "Borrower"), DONJOY, L.L.C., a Delaware limited liability company ("Holdings"), each subsidiary of the Borrower listed on...Pledge Agreement • September 10th, 1999 • Donjoy LLC • New York
1 DONJOY, L.L.C.Operating Agreement • September 10th, 1999 • Donjoy LLC • Delaware
1 EXHIBIT 10.16 SECURITY AGREEMENT dated as of June 30, 1999, among DJ ORTHOPEDICS, LLC, a Delaware limited liability company (the "Borrower"), DONJOY, L.L.C., a Delaware limited liability company ("Holdings"), each subsidiary of the Borrower listed...Security Agreement • September 10th, 1999 • Donjoy LLC • New York
INDENTUREDonjoy LLC • September 10th, 1999 • New York
1 EXHIBIT 10.3 SUPPLY AGREEMENT Dated as of June 30, 1999Supply Agreement • September 10th, 1999 • Donjoy LLC • Delaware
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)...Distribution Agreement • September 10th, 1999 • Donjoy LLC • Delaware
CONFORMED COPY CREDIT AGREEMENTCredit Agreement • September 10th, 1999 • Donjoy LLC • New York
EXHIBIT 10.25 * CONFIDENTIAL * Employee Retention Agreement Resulting from a Change in Control or Division Divestiture AGREEMENT made as of December 14, 1998, by and between Smith & Nephew, Inc. (the "Company") and Chuck Bastyr (the "Executive")....Donjoy LLC • September 10th, 1999 • California
made by D.J. Orthopedics, LLC, as Grantor to FIRST AMERICAN TITLE INSURANCE COMPANY, as TrusteeDonjoy LLC • September 10th, 1999 • New York
1 EXHIBIT 10.20 EMPLOYMENT AGREEMENT dated as of June 30, 1999 (the "Agreement"), between DJ Orthopedics, LLC, a Delaware limited liability company (the "Company") and a wholly owned subsidiary of DonJoy, L.L.C., a Delaware limited liability company...Employment Agreement • September 10th, 1999 • Donjoy LLC • Delaware
1 EXHIBIT 10.14 SUBSIDIARY GUARANTEE AGREEMENT dated as of June 30, 1999, among each of the subsidiaries listed on Schedule I hereto (each such subsidiary, individually, a "Subsidiary Guarantor" and, collectively, the "Subsidiary Guarantors") of DJ...Subsidiary Guarantee Agreement • September 10th, 1999 • Donjoy LLC • New York
MEMBERS' AGREEMENT dated as of June 30, 1999, among DONJOY, L.L.C., a Delaware limited liability company (the "Company"), and the Members that are parties hereto.Members' Agreement • September 10th, 1999 • Donjoy LLC • Delaware
1 EXHIBIT 10.12 INDEMNITY, SUBROGATION and CONTRIBUTION AGREEMENT dated as of June 30, 1999, among DJ ORTHOPEDICS, LLC, a Delaware limited liability company (the "Borrower"), each subsidiary of the Borrower listed on Schedule I hereto (the...Subrogation and Contribution Agreement • September 10th, 1999 • Donjoy LLC • New York
1 EXHIBIT 10.13 PARENT GUARANTEE AGREEMENT dated as of June 30, 1999, between DONJOY, L.L.C., a Delaware limited liability company (the "Guarantor"), and FIRST UNION NATIONAL BANK ("First Union"), as collateral agent (the "Collateral Agent") for the...Parent Guarantee Agreement • September 10th, 1999 • Donjoy LLC • New York
BY-LAWSDonjoy LLC • September 10th, 1999
1 EXHIBIT 3.1 AMENDED AND RESTATED OPERATING AGREEMENTOperating Agreement • September 10th, 1999 • Donjoy LLC • Delaware
1 EXHIBIT 10.1 =============================================================================== RECAPITALIZATION AGREEMENT Dated as of April 29, 1999Recapitalization Agreement • September 10th, 1999 • Donjoy LLC • Delaware
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...Registration Rights Agreement • September 10th, 1999 • Donjoy LLC • New York
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,...Transition Services Agreement • September 10th, 1999 • Donjoy LLC • Delaware
SUBLEASEDonjoy LLC • September 10th, 1999 • California
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...Group Research Centre Technology Agreement • September 10th, 1999 • Donjoy LLC • Delaware
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,...Cerf Laboratories Agreement • September 10th, 1999 • Donjoy LLC • Delaware
AMONG DONJOY, L.L.C. ANDPreferred Unit Purchase Agreement • September 10th, 1999 • Donjoy LLC • Delaware
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,...Donjoy LLC • September 10th, 1999
