Exhibit 10.1
AMENDMENT NO. 1, dated as of January 14, 2010 (this "Amendment"), to the Credit
Agreement dated as of November 20, 2007 (the
"Credit Agreement"), among DJO
FINANCE LLC (f/k/a REABLE THERAPEUTICS FINANCE LLC), a Delaware limited
liability company (the "Company"), DJO HOLDINGS LLC (f/k/a REABLE THERAPEUTICS
HOLDINGS LLC), a Delaware limited liability company ("Holdings"), CREDIT SUISSE
AG (f/k/a Credit Suisse), as Administrative Agent, Collateral Agent, Swing Line
Lender and an L/C Issuer and each lender from time to time party thereto
(collectively, the "Lenders" and individually, a "Lender").
A.
PURSUANT TO THE CREDIT AGREEMENT, THE LENDERS HAVE EXTENDED CREDIT
TO THE COMPANY.
B.
THE COMPANY HAS REQUESTED THAT THE LENDERS AGREE TO AMEND THE
CREDIT AGREEMENT IN THE MANNER SET FORTH HEREIN.
Accordingly, in consideration of the premises contained herein and other good
and valuable consideration, the sufficiency and receipt of which are hereby
acknowledged, the parties hereto agree as follows:
SECTION 1.
DEFINITIONS.
CAPITALIZED TERMS USED BUT NOT DEFINED IN THIS
AMENDMENT HAVE THE MEANINGS ASSIGNED THERETO IN THE CREDIT AGREEMENT.
THE
PROVISIONS OF SECTION 1.02 OF THE CREDIT AGREEMENT ARE HEREBY INCORPORATED BY
REFERENCE HEREIN, MUTATIS MUTANDIS.
SECTION 2.
AMENDMENT.
THE DEFINITION OF THE TERM "SENIOR UNSECURED NOTES" SET
FORTH IN SECTION 1.01 OF THE CREDIT AGREEMENT IS HEREBY AMENDED AND RESTATED IN
ITS ENTIRETY TO READ AS FOLLOWS:
"SENIOR UNSECURED NOTES" MEANS (A) $575,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF
THE COMPANY'S 10.875% SENIOR UNSECURED NOTES DUE 2014, CO-ISSUED WITH DJO
FINANCE CORPORATION ON THE CLOSING DATE; AND (B) UP TO AN ADDITIONAL
$150,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF THE COMPANY'S SENIOR UNSECURED
NOTES TO BE CO-ISSUED WITH DJO FINANCE CORPORATION ON OR PRIOR TO MARCH 1, 2010,
SO LONG AS (I) NO SCHEDULED PAYMENTS OF PRINCIPAL OF SUCH NOTES ARE REQUIRED
PRIOR TO NOVEMBER 15, 2014, AND (II) THE NET CASH PROCEEDS OF THE NOTES ISSUED
PURSUANT TO THIS CLAUSE (B), LESS THE COSTS, FEES AND EXPENSES INCURRED IN
CONNECTION WITH AMENDMENT NO. 1 TO THIS AGREEMENT, ARE USED BY THE COMPANY
WITHIN FIVE BUSINESS DAYS OF THE RECEIPT THEREOF TO MAKE A VOLUNTARY PREPAYMENT
OF THE TERM LOANS PURSUANT TO SECTION 2.05(A) OF THIS AGREEMENT.
SECTION 3.
REPRESENTATIONS AND WARRANTIES.
TO INDUCE THE OTHER PARTIES HERETO
TO ENTER INTO THIS AMENDMENT, THE COMPANY REPRESENTS AND WARRANTS TO EACH OF THE
LENDERS AND THE ADMINISTRATIVE AGENT THAT, AFTER GIVING EFFECT TO THIS
AMENDMENT, (A) THE REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND EACH OTHER
LOAN PARTY CONTAINED IN ARTICLE V OF THE CREDIT AGREEMENT OR IN ANY OTHER LOAN
DOCUMENT SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF THE
AMENDMENT EFFECTIVE DATE (AS DEFINED BELOW); PROVIDED THAT, TO THE EXTENT THAT
SUCH REPRESENTATIONS AND WARRANTIES EXPRESSLY
RELATE TO A SPECIFIED EARLIER DATE, THEY SHALL BE TRUE AND CORRECT IN ALL
MATERIAL RESPECTS AS OF SUCH EARLIER DATE; PROVIDED, FURTHER, THAT, ANY
REPRESENTATION AND WARRANTY THAT IS QUALIFIED AS TO "MATERIALITY," "MATERIAL
ADVERSE EFFECT" OR SIMILAR LANGUAGE SHALL BE TRUE