This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 20, 2007, by and among ReAble Therapeutics Finance LLC, a Delaware limited liability company (“ReAble LLC”), and ReAble Therapeutics Finance Corporation, a...Registration Rights Agreement • November 27th, 2007 • ReAble Therapeutics Finance LLC • Orthopedic, prosthetic & surgical appliances & supplies • New York
This Agreement is made pursuant to the Purchase Agreement, dated as of November 7, 2007 (the “Purchase Agreement”), by and among Reaction Acquisition Corp., the Issuers, the Guarantors and the Initial Purchasers, as amended by the Joinder Agreement to the Purchase Agreement, dated as of the date hereof, by the DJO Guarantors (as defined in the Purchase Agreement), (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(h) of the Purchase Agreement.
CREDIT AGREEMENT Dated as of November 20, 2007 among REABLE THERAPEUTICS FINANCE LLC (to be renamed DJO FINANCE LLC), as Borrower, REABLE THERAPEUTICS HOLDINGS LLC (to be renamed DJO HOLDINGS LLC), as Holdings, CREDIT SUISSE, as Administrative Agent,...Credit Agreement • November 27th, 2007 • ReAble Therapeutics Finance LLC • Orthopedic, prosthetic & surgical appliances & supplies • New York
This CREDIT AGREEMENT (“Agreement”) dated as of November 20, 2007, among REABLE THERAPEUTICS FINANCE LLC (to be renamed DJO Finance LLC), a Delaware limited liability company, (the “Company”), REABLE THERAPEUTICS HOLDINGS LLC (to be renamed DJO Holdings LLC), a Delaware limited liability company (“Holdings”), CREDIT SUISSE, as Administrative Agent, Collateral Agent, Swing Line Lender and an L/C Issuer and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
INDENTURE Dated as of November 20, 2007 Among REABLE THERAPEUTICS FINANCE LLC, REABLE THERAPEUTICS FINANCE CORPORATION, THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO and THE BANK OF NEW YORK, a New York banking corporation, as Trustee 107/8%...Indenture • November 27th, 2007 • ReAble Therapeutics Finance LLC • Orthopedic, prosthetic & surgical appliances & supplies • New York
INDENTURE, dated as of November 20, 2007, among ReAble Therapeutics Finance LLC, a Delaware limited liability company (the “Company”), ReAble Therapeutics Finance Corporation, a Delaware corporation wholly owned by the Company (the “Co-Issuer” and, together with the Company, the “Issuers”), the Guarantors (as defined herein) listed on the signature pages hereto and The Bank of New York, a New York banking corporation, as Trustee.
SECURITY AGREEMENT dated as ofSecurity Agreement • November 27th, 2007 • ReAble Therapeutics Finance LLC • Orthopedic, prosthetic & surgical appliances & supplies • New York
SECURITY AGREEMENT dated as of November 20, 2007 among REABLE THERAPEUTICS FINANCE LLC (to be renamed DJO FINANCE LLC), a Delaware limited liability company (the “Borrower”), REABLE THERAPEUTICS HOLDINGS LLC (to be renamed DJO HOLDINGS LLC), a Delaware limited liability company (“Holdings”), the Subsidiaries of Holdings from time to time party hereto and CREDIT SUISSE, as Collateral Agent.
FIRST AMENDMENT TO MANAGEMENT STOCKHOLDERS AGREEMENTManagement Stockholders Agreement • November 27th, 2007 • ReAble Therapeutics Finance LLC • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIS FIRST AMENDMENT TO MANAGEMENT STOCKHOLDERS AGREEMENT (this “Amendment”) is made as of the 20th day of November, 2007, by and among REABLE THERAPEUTICS, INC. (f/k/a, Encore Medical Corporation), a Delaware corporation which, following the consummation of certain transactions set forth in the Agreement and Plan of Merger, dated July 15, 2007, by and between ReAble Therapeutics, Inc. and certain other parties, intends to change its name to “DJO Incorporated” (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, BFIP V, BFIP V-A and any of Blackstone L.P. or its Affiliates that may from time to time hold Sponsor Interests, col
ContractTransaction and Monitoring Fee Agreement • November 27th, 2007 • ReAble Therapeutics Finance LLC • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIS AMENDED AND RESTATED TRANSACTION AND MONITORING FEE AGREEMENT (this “Agreement”) is dated as of November 20, 2007, and is by and between ReAble Therapeutics, Inc. (f/k/a, Encore Medical Corporation), a Delaware corporation which, following the consummation of the Transactions (as defined in Paragraph 3 of the Background, below), intends to change its name to “DJO Incorporated” (the “Company”), and Blackstone Management Partners V L.L.C., a Delaware limited liability company (“BMP”).
DJO INCORPORATED RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • November 27th, 2007 • ReAble Therapeutics Finance LLC • Orthopedic, prosthetic & surgical appliances & supplies • New York
This RESTRICTED STOCK AWARD AGREEMENT, dated as of November 20, 2007 (the “Date of Grant”), is delivered by ReAble Therapeutics, Inc., a Delaware corporation which, following the consummation of certain transactions set forth in the Agreement and Plan of Merger, dated July 15, 2007, intends to change its name to “DJO Incorporated” (the “Company”), to Peter Baird (the “Grantee”).
GUARANTYReAble Therapeutics Finance LLC • November 27th, 2007 • Orthopedic, prosthetic & surgical appliances & supplies • New York
GUARANTY dated as of November 20, 2007 among REABLE THERAPEUTICS FINANCE LLC (to be renamed DJO FINANCE LLC), a Delaware limited liability company (the “Borrower”), REABLE THERAPEUTICS HOLDINGS LLC (to be renamed DJO HOLDINGS LLC), a Delaware limited liability company (“Holdings”), the Subsidiaries of Holdings from time to time party hereto and CREDIT SUISSE, as Collateral Agent.
RETENTION BONUS AGREEMENTRetention Bonus Agreement • November 27th, 2007 • ReAble Therapeutics Finance LLC • Orthopedic, prosthetic & surgical appliances & supplies • New York
