AGREEMENT AND PLAN OF MERGERMerger Agreement • April 18th, 2007 • Encore Medical, L.P. • Electromedical & electrotherapeutic apparatus • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 30, 2006, by and among Grand Slam Holdings, LLC, a Delaware limited liability company (“Parent”), Grand Slam Acquisition Corp., a Delaware corporation (“Merger Sub”), and Encore Corporation, a Delaware corporation (the “Company”).
REGISTRATION RIGHTS AGREEMENT by and amongRegistration Rights Agreement • April 18th, 2007 • Encore Medical, L.P. • Electromedical & electrotherapeutic apparatus • New York
This Agreement is made pursuant to the Purchase Agreement, dated as of October 30, 2006 (the “Purchase Agreement”), by and among Grand Slam Acquisition Corp. and the Initial Purchasers, as amended by the Joinder Agreement to the Purchase Agreement, dated as of the date hereof, by the Issuers and the Guarantors, (i) for the benefit of the Initial Purchasers and (ii) for the benefit of the holders from time to time of the Notes (as hereinafter defined) (including the Initial Purchasers). In order to induce the Initial Purchasers to purchase the Initial Notes, the Issuers and the Guarantors have agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 5(g) of the Purchase Agreement.
CREDIT AGREEMENT Dated as of November 3, 2006 among ENCORE MEDICAL FINANCE LLC, as Borrower, ENCORE MEDICAL HOLDINGS LLC, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, THE OTHER LENDERS PARTY HERETO, CREDIT SUISSE...Credit Agreement • April 18th, 2007 • Encore Medical, L.P. • Electromedical & electrotherapeutic apparatus • New York
This CREDIT AGREEMENT (“Agreement”) dated as of November 3, 2006, among ENCORE MEDICAL FINANCE LLC, a Delaware limited liability company, (the “Company”), ENCORE MEDICAL HOLDINGS LLC, a Delaware limited liability company (“Holdings”), BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANC OF AMERICA SECURITIES LLC, as Arranger and Book Runner, CREDIT SUISSE SECURITIES (USA) LLC, as Arranger, Book Runner and Syndication Agent, and GENERAL ELECTRIC CAPITAL CORPORATION, as Documentation Agent.
LIMITED LIABILITY COMPANY AGREEMENT OF ENCORE MEDICAL LLCLimited Liability Company Agreement • April 18th, 2007 • Encore Medical, L.P. • Electromedical & electrotherapeutic apparatus • Delaware
This Company Agreement (this “Agreement”) is hereby adopted as of September 28, 2006 by Encore Medical Corporation, the initial sole Member of the Company.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • April 18th, 2007 • Encore Medical, L.P. • Electromedical & electrotherapeutic apparatus • Texas
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made the 3rd day of November, 2006, by and between ENCORE MEDICAL CORPORATION, a Delaware corporation, with its principal office located at 9800 Metric Boulevard, Austin, Texas 78758 (the “Company”) and PAUL D. CHAPMAN, an individual residing at 1006 Hanover Street, Chattanooga, TN 37405 (the “Employee”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • April 18th, 2007 • Encore Medical, L.P. • Electromedical & electrotherapeutic apparatus • Texas
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made the 3rd day of November, 2006, by and between ENCORE MEDICAL CORPORATION, a Delaware corporation, with its principal office located at 9800 Metric Boulevard, Austin, Texas 78758 (the “Company”) and JACK F. CAHILL (the “Employee”).
ContractTransaction and Monitoring Fee Agreement • April 18th, 2007 • Encore Medical, L.P. • Electromedical & electrotherapeutic apparatus • New York
THIS TRANSACTION AND MONITORING FEE AGREEMENT (this “Agreement”) is dated as of November 3, 2006 and is between Encore Medical Corporation, a Delaware corporation (the “Company”), and Blackstone Management Partners V L.L.C., a Delaware limited liability company (“BMP”).
FORM OF NONSTATUTORY STOCK OPTION AGREEMENTNonstatutory Stock Option Agreement • April 18th, 2007 • Encore Medical, L.P. • Electromedical & electrotherapeutic apparatus • Delaware
This AGREEMENT (this “Agreement”) is made as of , 2006 by and between Encore Medical Corporation, a Delaware corporation (the “Company”), and [ ] (“Optionee”) to become effective at the effective time, as defined in Section 1.1 of the Merger Agreement (the “Effective Time”). As a condition precedent to the Company’s grant of the Option (as defined in Section 2 of this Agreement) to Optionee, Optionee is executing and delivering a counterpart of the Stockholders Agreement and thereby agrees to be bound by the Stockholders’ Agreement.
SECURITY AGREEMENT dated as of November 3, 2006 among ENCORE MEDICAL FINANCE LLC, as Borrower ENCORE MEDICAL HOLDINGS LLC, as Holdings CERTAIN SUBSIDIARIES OF HOLDINGS IDENTIFIED HEREIN, and BANK OF AMERICA, N.A., as Collateral AgentSecurity Agreement • April 18th, 2007 • Encore Medical, L.P. • Electromedical & electrotherapeutic apparatus • New York
SUPPLEMENT NO. dated as of [ ], to the Security Agreement dated as of November 3, 2006 (as amended, supplemented or otherwise modified from time to time, the “Security Agreement”) among ENCORE MEDICAL HOLDINGS LLC (“Holdings”), ENCORE MEDICAL FINANCE LLC (the “Borrower”), the Subsidiaries of Holdings from time to time party thereto, and BANK OF AMERICA, N.A., as Collateral Agent for the Secured Parties.
GUARANTYGuaranty • April 18th, 2007 • Encore Medical, L.P. • Electromedical & electrotherapeutic apparatus • New York
GUARANTY dated as of November 3, 2006 among ENCORE MEDICAL HOLDINGS LLC (“Holdings”), the Subsidiaries of Holdings from time to time party hereto and BANK OF AMERICA, N.A., as Collateral Agent.
INTELLECTUAL PROPERTY SECURITY AGREEMENT dated as of November 3, 2006 among ENCORE MEDICAL FINANCE LLC, as Borrower ENCORE MEDICAL HOLDINGS LLC, as Holdings CERTAIN SUBSIDIARIES OF HOLDINGS IDENTIFIED HEREIN, and BANK OF AMERICA, N.A., as Collateral AgentIntellectual Property Security Agreement • April 18th, 2007 • Encore Medical, L.P. • Electromedical & electrotherapeutic apparatus • New York
INTELLECTUAL PROPERTY SECURITY AGREEMENT dated as of November 3, 2006 among ENCORE MEDICAL HOLDINGS LLC (“Holdings”), ENCORE MEDICAL FINANCE LLC (the “Borrower”), the Subsidiaries of Holdings from time to time party hereto, and BANK OF AMERICA N.A., as Collateral Agent (the “Collateral Agent”).
AMENDMENT AND CONSENT NO. 1 TO AGREEMENT OF LIMITED PARTNERSHIP OF ENCORE MEDICAL, L.P. A Delaware Limited PartnershipAgreement of Limited Partnership • April 18th, 2007 • Encore Medical, L.P. • Electromedical & electrotherapeutic apparatus • Delaware
This AMENDMENT AND CONSENT NO. 1 TO AGREEMENT OF LIMITED PARTNERSHIP (this “Amendment”) is made effective as of the 4th day of October, 2004, by the undersigned sole general partner (the “General Partner”) of Encore Medical, L.P., a Delaware limited partnership (the “Partnership”), and the undersigned sole limited partner (the “Limited Partner”) of the Partnership.
MANAGEMENT STOCKHOLDERS AGREEMENT BY AND AMONG ENCORE MEDICAL CORPORATION AND THE OTHER PARTIES NAMED HEREINManagement Stockholders Agreement • April 18th, 2007 • Encore Medical, L.P. • Electromedical & electrotherapeutic apparatus • New York
This MANAGEMENT STOCKHOLDERS AGREEMENT (this “Agreement”) is dated as of November 3, 2006, by and among Encore Medical Corporation, a Delaware corporation (the “Company”), Blackstone Capital Partners V L.P., a Cayman Islands limited partnership (“BCP V”), Blackstone Family Investment Partnership V L.P., a Cayman Islands limited partnership (“BFIP V”), Blackstone Family Investment Partnership V-A L.P., a Cayman Islands limited partnership (“BFIP V-A”), Blackstone Participation Partnership V L.P., a Cayman Islands limited partnership (“BPP V” and, together with BCP V, BFIPV, BFIP V-A and any of Blackstone L.P. or its Affiliates that may from time to time hold Sponsor Interests (as hereinafter defined), collectively, the “Sponsors” and each, a “Sponsor”), Grand Slam Holdings, LLC, a Delaware limited liability company (“Holdco” and, together with any of Blackstone L.P. or its Affiliates that may from time to time directly hold shares of Common Stock, the “Blackstone Encore Stockholders”),
