CREDIT AGREEMENT among DJ ORTHOPEDICS, LLC and CERTAIN OF ITS FOREIGN SUBSIDIARIES PARTY HERETO FROM TIME TO TIME, as Borrowers, DJ ORTHOPEDICS, INC., THE LENDERS NAMED HEREIN, WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent, BANK OF THE...Credit Agreement • April 13th, 2006 • Dj Orthopedics Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIS CREDIT AGREEMENT, dated as of the 7th day of April, 2006, is made among DJ ORTHOPEDICS, LLC, a Delaware limited liability company (the “Company”), each Foreign Subsidiary that, pursuant to a Joinder Agreement (as hereinafter defined), becomes a party hereto as a borrower (each, a “Foreign Borrower,” and together with the Company, the “Borrowers”), DJ ORTHOPEDICS, INC., a Delaware corporation (the “Parent”), the Lenders (as hereinafter defined), WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent for the Lenders, BANK OF THE WEST and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agents for the Lenders, and UNION BANK OF CALIFORNIA, N.A., as Documentation Agent for the Lenders.
STOCK PURCHASE AGREEMENT by and among DJ ORTHOPEDICS, LLC, the TAILWIND STOCKHOLDERS, the DLJ STOCKHOLDERS, the CREDIT OPPORTUNITIES STOCKHOLDER and TAILWIND MANAGEMENT LP (as Stockholder Representative) Dated as of February 27, 2006Stock Purchase Agreement • April 13th, 2006 • Dj Orthopedics Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of February 27, 2006, by and among dj Orthopedics, LLC, a Delaware limited liability company (the “Purchaser”); Tailwind Management LP, a Delaware limited partnership (the “Stockholder Representative”); TWCP, L.P., a Delaware limited partnership (“TWCP”), and its Affiliates listed on Schedule A hereto (TWCP and such Affiliates, the “Tailwind Stockholders”); DLJ Growth Capital Partners, L.P., a Delaware limited partnership (“DLJ”), GCP Plan Investors, L.P., a Delaware limited partnership (“GCP” and, together with DLJ, the “DLJ Stockholders”); and GSO Credit Opportunities Fund (Helios), L.P., a Cayman Islands limited partnership (the “Credit Opportunities Stockholder”). The Tailwind Stockholders, the DLJ Stockholders and the Credit Opportunities Stockholder are sometimes referred to herein individually as a “Seller” and, collectively, as the “Sellers”. Capitalized terms used herein are defined in Article IX.
