S-4

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As filed with the Securities and Exchange Commission on April 18, 2007

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

ReAble Therapeutics Finance LLC
ReAble Therapeutics Finance Corporation
(Exact name of registrant issuer as specified in its charter)
SEE TABLE OF ADDITIONAL REGISTRANTS

Delaware Delaware	3842 3842	20-5653965 20-5653825
(State or other jurisdiction of incorporation)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

9800 Metric Boulevard
Austin, Texas 78758
(512) 832-9500
(Address, including zip code, and telephone number, including area code, of registrants' principal executive offices)

Harry L. Zimmerman, Esq.
Executive Vice President and General Counsel
9800 Metric Boulevard
Austin, Texas 78758
(512) 832-9500
(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a copy to:
Richard A. Fenyes, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017-3954
(212) 455-2000

Approximate date of commencement of proposed exchange offer: As soon as practicable after this Registration Statement is declared effective.

        If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, please check the following box.    o

        If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

        If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Note	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee
113/4% Senior Subordinated Notes due 2014	$200,000,000	100%	$200,000,000	$6,140
Guarantees of 113/4% Senior Subordinated Notes due 2014(2)	N/A(3)	(3)	(3)	(3)

(1)

Estimated solely for the purpose of calculating the registration fee under Rule 457(f) of the Securities Act of 1933, as amended (the "Securities Act").

(2)

See inside facing page for additional registrant guarantors.

(3)

Pursuant to Rule 457(n) under the Securities Act, no separate filing fee is required for the guarantees.

The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Table of Additional Registrant Guarantors

Exact Name of Registrant Guarantor as Specified in its Charter	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number	Address, Including Zip Code and Telephone Number, Including Area Code, of Registrant Guarantor's Principal Executive Offices
ReAble Therapeutics LLC	Delaware	20-5653240	9800 Metric Boulevard Austin, Texas 78759 512-832-9500
Encore Medical, L.P.	Delaware	74-2863979	9800 Metric Boulevard Austin, Texas 78759 512-832-9500
Encore Medical Asset Corporation	Nevada	74-3020851	701 North Green Valley Parkway Suite 209 Henderson, Nevada 89074 512-832-9500
Encore Medical GP, Inc.	Nevada	74-3020852	9800 Metric Boulevard Austin, Texas 78759 512-832-9500
Encore Medical Partners, Inc.	Nevada	20-0295933	9800 Metric Boulevard Austin, Texas 78759 512-832-9500
Empi, Inc.	Minnesota	41-1310335	599 Cardigan Road St. Paul, Minnesota 55126 512-832-9500
Empi Corp.	Minnesota	41-1933682	599 Cardigan Road St. Paul, Minnesota 55126 512-832-9500
Empi Sales, LLC	Minnesota	41-1947725	599 Cardigan Road St. Paul, Minnesota 55126 512-832-9500
Compex Technologies, LLC	Minnesota	41-0985318	599 Cardigan Road St. Paul, Minnesota 55126 512-832-9500
EmpiCare, Inc.	Kentucky	31-1538883	11802 Brinley Avenue Suite 102 Louisville, Kentucky 40243 512-832-9500

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED APRIL 18, 2007

PRELIMINARY PROSPECTUS

ReAble Therapeutics Finance LLC
ReAble Therapeutics Finance Corporation

Offer to Exchange

$200,000,000 aggregate principal amount of its 11³/4% Senior Subordinated Notes due 2014, which have been registered under the Securities Act of 1933, for any and all of its outstanding 11³/4% Senior Subordinated Notes due 2014.

We are conducting the exchange offer in order to provide you with an opportunity to exchange your unregistered notes for freely tradable notes that have been registered under the Securities Act.

The Exchange Offer

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We will exchange all outstanding notes that are validly tendered and not validly withdrawn for an equal principal amount of exchange notes that are freely tradable.



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You may withdraw tenders of outstanding notes at any time prior to the expiration date of the exchange offer.



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The exchange offer expires at 12:00 a.m. midnight, New York City time, on                        , 2007, unless extended. We do not currently intend to extend the expiration date.



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The exchange of outstanding notes for exchange notes in the exchange offer will not be a taxable event for United States federal income tax purposes.



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The terms of the exchange notes to be issued in the exchange offer are substantially identical to the outstanding notes, except that the exchange notes will be freely tradable.

Results of the Exchange Offer

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The exchange notes may be sold in the over-the-counter market, in negotiated transactions or through a combination of such methods. We do not plan to list the exchange notes on a national market.

        All untendered outstanding notes will continue to be subject to the restrictions on transfer set forth in the outstanding notes and in the indenture. In general, the outstanding notes may not be offered or sold, unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Other than in connection with the exchange offer, we do not currently anticipate that we will register the outstanding notes under the Securities Act.

See "Risk Factors" beginning on page 22 for a discussion of certain risks that you should consider before participating in the exchange offer.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the exchange notes to be distributed in the exchange offer or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is                        , 2007.

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different information. The prospectus may be used only for the purposes for which it has been published and no person has been authorized to give any information not contained herein. If you receive any other information, you should not rely on it. We are not making an offer of these securities in any state where the offer is not permitted.

TABLE OF CONTENTS

	Page
Market, Ranking and Other Industry Data	1
Trademarks	1
Forward-Looking Statements	1
Prospectus Summary	3
Summary Historical and Unaudited Pro Forma Condensed Consolidated Financial Data	19
Risk Factors	22
The Transactions	43
Use of Proceeds	46
Capitalization	47
Unaudited Pro Forma Condensed Combined Financial Information	48
Selected Historical Consolidated and Combined Financial Data	53
Management's Discussion and Analysis of Financial Condition and Results of Operations	56
Business	81
Management	99
Security Ownership of Certain Beneficial Owners	115
Certain Relationships and Related Party Transactions and Director Independence	117
Description of Other Indebtedness	119
The Exchange Offer	122
Description of Notes	133
United States Federal Income Tax Consequences of the Exchange Offer	193
Plan of Distribution	194
Legal Matters	195
Experts	195
Where You Can Find More Information	196
Index to Consolidated Financial Statements	F-1

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MARKET, RANKING AND OTHER INDUSTRY DATA

        The data included in this prospectus regarding the markets and the industry in which we operate, including the size of certain markets and our position and the position of our competitors within these markets, are based on reports of government agencies, independent industry sources and our own estimates relying on our management's knowledge and experience in the markets in which we operate. Our management's knowledge and experience is based on information obtained from our customers, distributors, suppliers, trade and business organizations and other contacts in the markets in which we operate.

TRADEMARKS

        This prospectus contains some of our trademarks, trade names and service marks, including the following: "Encore®, OTI Osteoimplant Technology, Inc®, Cefar®, Empi®, Ormed® Chattanooga Group™, Spectrabrace™, Compex®, ReAble™, EMG-EZ™, Cyclone®, and Flexion™." Each one of these trademarks, trade names or service marks is either (i) our registered trademark, (ii) a trademark for which we have a pending application, (iii) a trade name or service mark for which we claim common law rights or (iv) a registered trademark or application for registration which we have been licensed by a third party to use. All other trademarks, trade names or service marks of any other company appearing in this prospectus belong to their respective owners.

FORWARD-LOOKING STATEMENTS

        This prospectus contains forward-looking statements. Generally, you can identify these statements because they contain words like "anticipates," "believes," "estimates," "expects," "forecasts," "future," "intends," "plans" and similar terms. These statements reflect only our current expectations. Forward-looking statements include statements concerning our plans, objectives, goals, strategies, future events, capital expenditures, future results, our competitive strengths, our business strategy, the trends in our industry, and the benefits of our recent acquisitions.

        Although we do not make forward-looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy, and actual results may differ materially from those we anticipated due to a number of uncertainties, including, among others, the risks we face as described under the "Risk Factors" section and elsewhere in this prospectus. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this prospectus. These forward-looking statements are within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, and are intended to be covered by the safe harbors created thereby. To the extent that such statements are not recitations of historical fact, such statements constitute forward-looking statements that, by definition, involve risks and uncertainties. In any forward-looking statement where we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and is believed to have a reasonable basis, but there can be no assurance that such future results or events expressed by the statement of expectation or belief will be achieved or accomplished. Our actual results, performance or achievements could differ materially from those expressed in, or implied by, forward-looking statements. We can give you no assurance that any of the events anticipated by forward-looking statements will occur or, if any of them do, what impact they will have on our results of operations and financial condition.

        We believe it is important to communicate our expectations to our investors. There may be events in the future, however, that we are unable to predict accurately or over which we have no control. The risk factors described under the "Risk Factors" section in this prospectus, as well as any cautionary language in this prospectus, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements.

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Some of the key factors that could cause actual results or events to differ materially from those anticipated are:

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general economic, financial and business conditions;



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the success and costs of advertising and promotional efforts;



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changes in and compliance with governmental healthcare and other regulations;



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changes in tax laws;



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the ability to obtain financing for one or more acquisitions;



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the ability to successfully complete and integrate one or more acquisitions;



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technological obsolescence of one or more products;



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changes in product strategies;



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the availability and retention of management personnel and other important employees; and



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the costs and effects of legal proceedings.

        We caution you that in light of the risks and uncertainties described in the "Risk Factors" section and elsewhere in this prospectus, the matters referred to in the forward-looking statements contained in this prospectus may not in fact occur. We undertake no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

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PROSPECTUS SUMMARY

This summary highlights selected information in this prospectus and may not contain all of the information that is important to you. You should carefully read this entire prospectus, including the information set forth under the heading "Risk Factors" and the financial statements included elsewhere in this prospectus, before making an investment decision.

On November 3, 2006, ReAble Therapeutics, Inc., formerly known as Encore Medical Corporation ("RTI"), pursuant to an agreement and plan of merger (the "Merger Agreement"), dated June 30, 2006, with Grand Slam Holdings, LLC, a newly formed Delaware limited liability company ("Grand Slam Holdings"), and Grand Slam Acquisition Corp., a newly formed Delaware corporation and wholly owned subsidiary of Grand Slam Holdings ("Merger Sub"), completed a going private transaction pursuant to which Merger Sub merged with and into RTI, with RTI continuing as the surviving corporation and a wholly owned subsidiary of Grand Slam Holdings (the "Merger"). Grand Slam Holdings is controlled by investment funds affiliated with The Blackstone Group ("Blackstone"). ReAble Therapeutics Finance LLC, formerly known as Encore Medical Finance LLC, a Delaware limited liability company ("RTFL"), and ReAble Therapeutics Finance Corporation, formerly known as Encore Medical Finance Corp., a Delaware corporation ("Finco"), are the co-issuers of the outstanding notes. RTFL is a wholly owned subsidiary of RTI, and Finco is a wholly owned subsidiary of RTFL.

Unless the context otherwise requires, references in this prospectus to "we," "our," "us," and "our Company" refer to RTFL and its consolidated subsidiaries (including Finco), which include all of RTI's operations prior to the Merger, or the historical financial results and operations of RTI and its consolidated subsidiaries prior to the Merger. In addition, when the context so requires, we use the term the "Predecessor" to refer to the historical financial results and operations of RTI, our indirect parent, prior to the Merger and the term the "Successor" to refer to the historical financial results and operations of RTFL after the Merger.

Unless the context indicates otherwise, all share information in this prospectus reflects the 62.8 to 1 share recomputation that occurred in connection with the Merger and the subsequent 25 for 1 stock split that was effected on November 8, 2008, following the closing of the Merger, as further described under the "Management's Discussion and Analysis of Financial Condition and Results of Operations—The Merger" section. We refer to these adjustments as the "share adjustments" in this prospectus.

Our Company

        We are a diversified orthopedic device company that develops, manufactures and distributes a comprehensive range of high-quality orthopedic devices used for rehabilitation, pain management and physical therapy. We also develop, manufacture and distribute a wide range of surgical reconstructive implant products. Our products are used by orthopedic specialists, physicians, physical therapists, and other healthcare professionals to treat patients with musculoskeletal conditions resulting from degenerative diseases, deformities, traumatic events and sports-related injuries. In addition, many of our non-invasive medical devices and related accessories are used primarily by patients for at-home physical therapy. We currently develop, manufacture and distribute our products through the following two operating divisions:

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Orthopedic Rehabilitation Division. We market our orthopedic rehabilitation products through two domestic brands: Chattanooga Group and Empi; and through three international brands: Cefar, Compex and Ormed. These products are non-invasive medical devices that are used before and after surgery to assist in the repair and rehabilitation of soft tissue and bone and to protect against injury, such as at-home and clinical electrotherapy, patient care and continuous passive motion devices ("CPM") used to treat pain and restore muscle function, physical therapy tables, home and clinical traction products, iontophoretic devices and chiropractic treatment tables used to treat joint and spine conditions. Our Orthopedic Rehabilitation Division accounted for

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approximately 83.7% of our net sales and 80.1% of our gross profit on a combined basis for the year ended December 31, 2006.

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Surgical Implant Division. Our Surgical Implant Division develops, manufactures and markets a wide variety of products that serve the orthopedic reconstructive joint implant market. These products include knee, hip and shoulder reconstructive implant products, along with the instruments used by surgeons to perform orthopedic reconstructive surgery. Our Surgical Implant Division accounted for approximately 16.3% of our net sales and 19.9% of our gross profit on a combined basis for the year ended December 31, 2006.

Our Market Opportunity

        According to a 2004 survey conducted by Business Communications Co., Inc., estimated sales of orthopedic implants and devices in the United States were approximately $8.7 billion in 2003 and are expected to grow to $17.9 billion by 2009, which represents a compounded annual growth rate of 12.5%. Several factors are driving growth in the orthopedic products industry, including, but not limited to:

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Favorable demographics. An aging population is driving growth in the orthopedic products market. Many conditions that require rehabilitative treatment or orthopedic surgery affect people in middle age or later in life. According to a 2005 U.S. Census Bureau projection, as a result of the aging baby boomer generation, the percentage of the U.S. population aged 65 and over is expected to grow from 12.4% in 2000 to 13.0% in 2010 and to 19.7% by 2030. In addition, according to the National Center for Health Statistics of the Centers for Disease Control, the average life expectancy in the United States increased from 75.4 years in 1990 to 77.9 years in 2004. As life expectancy increases, we believe people will remain active longer, and that the number of injuries requiring orthopedic rehabilitation and reconstructive implants will likely increase.



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Shift toward non-invasive rehabilitation devices and at-home physical therapy. We believe the growing awareness and clinical acceptance by healthcare professionals of the benefits of non-invasive, non-systemic treatment and rehabilitation products, combined with the increasing interest by patients in rehabilitative solutions that minimize risk and recuperation time and provide greater convenience, will continue to drive demand for these products. Our orthopedic rehabilitative products are non-invasive and many are designed for at-home use, which we believe should allow us to benefit from the market shift toward these treatment alternatives.



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Cost containment initiatives by third-party payors. With the cost of healthcare rising in the United States and internationally, third-party payors are seeking more cost-effective therapies without reducing the quality of care. For example, third-party payors seek to reduce clinic visits and accommodate patients' preference for therapies that can be conveniently administered at home. We believe that some of our orthopedic rehabilitation products offer cost-effective alternatives to surgery and traditional forms of physical therapy and pain management.



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Expanding the application of orthopedic medical devices through improving technologies. Advances in technologies and procedures have expanded the scope and efficacy of products and applications in the orthopedic products market. For example, transcutaneous electrical nerve stimulation ("TENS") and neuromuscular electrical nerve stimulation ("NMES") devices are increasingly being recognized as effective solutions to pain management and rehabilitative therapy. In addition, new technologies that prolong the expected life of orthopedic implants, such as Keramos, a ceramic-on-ceramic acetabular hip system that minimizes wear, create opportunities for joint reconstruction on younger and more active patients.

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Increased need for rehabilitation due to increased orthopedic surgical volume. The combination of an increased number of sports-related injuries with factors such as an aging population and improvements in orthopedic surgical technologies has contributed to an increased number of orthopedic surgeries performed. We believe that orthopedic surgical volume should continue to increase, which should result in a corresponding increase in the need for orthopedic rehabilitation, pain management and physical therapy products to assist in patient recovery.

Our Competitive Strengths

        We believe we have a number of competitive strengths that will enable us to further enhance our position in the orthopedic device market.

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Leading market positions. We derived approximately 70% of our net sales in 2006 from certain products, including electrotherapy, iontophoresis, home traction and CPM devices, that we believe have leading market positions. Our physical therapy rehabilitation products marketed under the Chattanooga Group and Empi brands have a reputation for quality, durability and reliability among healthcare professionals and have been offered for over 50 years and 25 years, respectively. We believe these brands have allowed us to establish a presence in a fragmented industry and that they will help us to capture a larger share of a growing market. In addition, the Compex and Cefar brands are recognized as the leaders in the electrotherapy market in Europe.



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Comprehensive range of orthopedic rehabilitation and surgical reconstructive implant products. We offer a diverse range of orthopedic devices, including orthopedic rehabilitation, pain management and physical therapy products and surgical reconstructive implant products, to orthopedic specialists and patients for at-home therapy. Our broad product offering meets many of the needs of rehabilitation therapists and enables us to maintain brand loyalty with our customer and distributor base. Our surgical implant product offering covers all major joint implant requirements and includes innovative products such as the Reverse Shoulder Prosthesis.



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Extensive and diverse distribution network. We use multiple channels to distribute our products to our diverse customer base. We use approximately 6,000 dealers and a direct sales force of over 275 representatives to supply our rehabilitation products to approximately 70% of the physical therapy clinics in the United States. We believe that our distribution network provides us with a significant competitive advantage in selling our existing rehabilitation products and in introducing new orthopedic rehabilitation products. Our surgical implant products are distributed through independent sales representatives in the United States and distributor relationships outside the United States.



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Strong relationships with managed care organizations and national rehabilitation providers. Our market positions in our core orthopedic rehabilitation product lines and the breadth of our orthopedic rehabilitation product offerings have enabled us to secure important preferred provider and managed care contracts. We currently have contracts with over 600 managed care providers, including over 60 preferred provider arrangements with regional and national operators of physical therapy clinics.



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Proprietary third-party billing system. We have developed a third-party billing system that manages over 8,200 payor claim centers, including 600 active payor contracts, that covers over 110 million patient lives. This billing system reduces the duration of payment cycles, improves relationships with payors, such as insurance companies and managed care organizations, and tracks patients to improve quality of care and create subsequent selling opportunities.



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New product development capabilities. We have experienced research and development teams in both our Orthopedic Rehabilitation and Surgical Implant Divisions with proven expertise in the

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design and development of new products as well as in the enhancement of existing products with the latest technology and updated designs. We seek to develop new technologies to improve durability, performance and effectiveness of existing products. In addition to our own research and development, we acquire, license and commercialize technologies and new product ideas from orthopedic surgeons and other orthopedic specialists. In 2006, we introduced four new orthopedic rehabilitation products, including the EMG-EZ, a new traction unit and a new Flexion table. We expect additional new product releases by our Orthopedic Rehabilitation Division during 2007.

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Experienced management team. Our senior management team has extensive experience in the medical device industry, including experience with industry participants such as Maxxim Medical Inc., Stryker Corporation, Johnson & Johnson Corporation, Centerpulse Ltd. and Cholestech Corporation. Our senior management team also has significant experience in identifying, acquiring and integrating complementary companies and business lines.

Our Strategy

        Our objective is to strengthen our position as a provider of a comprehensive range of orthopedic devices, sports medicine equipment and related products to orthopedic surgeons, physical therapists, athletic trainers and other orthopedic specialists operating in a variety of treatment settings and for the home physical therapy market. To achieve this objective, we intend to:

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Integrate strategic acquisitions. We will continue to seek to identify and capitalize upon strategic acquisition opportunities similar to those presented to us by our prior acquisitions, such as Empi, Compex and Cefar, to further penetrate the orthopedic devices market, reduce operating costs and improve operating efficiencies in our company.



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Develop and launch new products. We plan to continue to develop and launch new products through both internal development and acquisitions. In our Orthopedic Rehabilitation Division, we intend to maintain our leadership position through continued innovation and development of our electrotherapy, patient care, physical therapy and chiropractic treatment table and continuous passive motion and other product offerings. In our Surgical Implant Division, we intend to continue to emphasize our reconstructive joint products and technology to continue to meet the needs of orthopedic surgeons and to cover additional types of surgical procedures.



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Expand our distribution channels. We intend to continue to actively recruit new sales representatives who have established relationships with orthopedic surgeons to increase market penetration and geographic coverage in the orthopedic rehabilitation and surgical implant product markets. A network of over 5,700 dealers supports our clinical orthopedic rehabilitation products. A direct sales force of over 200 field representatives in the United States and over 75 international sales representatives support our home therapy orthopedic rehabilitation products. An internal sales force of 314 domestic and international representatives work with patients to handle insurance and third-party reimbursement. We utilize domestic independent sales representatives for our surgical implant products. The combination of a direct sales force, independent sales representatives, and dealers will allow us to deepen our penetration into our existing markets as well as to expand our domestic and international geographic reach.



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Pursue strategic acquisitions. We will continue to pursue selective acquisitions of complementary businesses, technologies or product lines in the orthopedic products market that enhance, or are complementary with or related to, our product mix, sales and distribution, or manufacturing capabilities.

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The Transactions

        On June 30, 2006, RTI entered into the Merger Agreement with Grand Slam Holdings and Merger Sub, formed by investment funds affiliated with Blackstone pursuant to which the parties agreed to consummate the Merger, subject to the terms and conditions therein, with RTI continuing as the surviving corporation and a wholly owned subsidiary of Grand Slam Holdings.

        The Merger was approved at the special shareholders' meeting of RTI held on November 2, 2006, by shareholders holding at least a majority of RTI's outstanding common stock. The Merger became effective on November 3, 2006. As a result of the Merger, investment funds affiliated with Blackstone control RTI.

        Upon the consummation of the Merger, the former stockholders of RTI received an aggregate of $476.8 million in cash (or $16.46 ($6.55 before giving effect to the share adjustments) in cash for each share of common stock of RTI they then held). In addition, except for the management rollover options described below, each outstanding option to purchase shares of RTI's common stock which was vested or which by its terms would have become vested at the effective time of the Merger was cancelled in exchange for the right to receive, for each share of RTI's common stock issuable upon exercise of such option, cash in the amount equal to the excess, if any, of $16.46 ($6.55 before giving effect to the share adjustments) over the exercise price per share of any such option, multiplied by the number of shares of RTI's common stock for which such option was exercisable immediately prior to the effective time of the Merger. Former holders of options to purchase RTI's common stock received an aggregate of $5.7 million in cash in exchange for their options after the effective time of the Merger. Options to purchase shares of common stock of RTI owned by RTI's executive officers which had not been exercised at or prior to the effective time of the Merger continued to remain as options to purchase approximately 805,000 of the outstanding shares of RTI's common stock after the Merger. We refer to these options as the "management rollover options" and these executive officers as the "management participants" in this prospectus. The fair value assigned to the management rollover options in purchase accounting was $6.9 million.

        In addition, we adopted a new stock option plan in connection with the Merger, pursuant to which our executive officers and certain other employees have been granted new options. See "Management—Executive Compensation" for a description of the new stock option plan.

        In connection with the Merger, we caused cash to be paid to RTI's former stockholders and holders of stock options (other than the management rollover options) as described above. In addition, we repaid RTI's indebtedness under its existing senior secured credit facilities (the "old senior credit facilities"), repurchased the existing 9.75% senior subordinated notes due 2012 (the "9.75% notes") issued by a then existing subsidiary of RTI, Encore Medical IHC, Inc. ("Encore IHC"), pursuant to a tender offer and consent solicitation (the "9.75% notes tender offer"), and paid related fees and expenses. The Merger, the repayment of indebtedness and the payment of related fees and expenses were financed by a cash equity contribution from affiliates of Blackstone, cash on hand of RTI, borrowings under our new senior secured credit facilities that we entered into at the closing of the Merger and net proceeds from the issuance of the outstanding notes. See "—Sources and Uses."

        The Merger, the equity contribution by affiliates of Blackstone, the initial borrowings under our new senior secured credit facilities, the offering of the outstanding notes, the repayment of RTI's existing senior secured credit facilities, the 9.75% notes tender offer and the payment of the related fees and expenses are collectively referred to in this prospectus as the "Transactions." For a more complete description of the Transactions, see "—Corporate Structure" and "The Transactions."

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Sources and Uses

        The sources and uses of the funds for the Transactions are shown in the table below.

Sources					Uses
(in millions)
Cash(1)			$	4.4	Purchase of equity(4)	$	482.5
New senior secured credit facilities(2):					Repayment of existing indebtedness(5)		338.6
	Revolving credit facility			—
	Term loan facility			340.0	Fees and expenses(6)		80.3
Outstanding notes				200.0
Equity contribution(3)				357.0
		Total sources	$	901.4	Total uses	$	901.4

(1)

Represents approximately $4.0 million of cash on hand and $0.4 million of cash from unwinding of interest rate swaps due to the repayment of RTI's existing senior credit facilities.

(2)

Upon the closing of the Transactions, we entered into new senior secured credit facilities, consisting of a $50.0 million revolving credit facility, with a six-year maturity, and a $350.0 million term loan facility, with a seven-year maturity (which includes the $10.0 million of term loan borrowings we incurred at the closing of the Transactions to finance a portion of the cash purchase price for the acquisition of Cefar AB ("Cefar") (the "Cefar Acquisition")) described under "Management's Discussion and Analysis of Financial Condition and Results of Operations—Recent Acquisitions and Dispositions—Acquisitions." We did not have any outstanding borrowings under the revolving credit facility on the closing date of the Transactions. See "Description of Other Indebtedness—New Senior Secured Credit Facilities."

(3)

Represents cash equity contributed by investment funds affiliated with Blackstone.

(4)

Reflects the amount of total consideration paid to former holders of outstanding shares of RTI's common stock and holders of outstanding options to acquire shares of RTI's common stock (other than the management rollover options) in the Merger.

(5)

Reflects the amount of RTI's existing indebtedness repaid and consisted of $170.2 million of outstanding borrowings under the old senior credit facilities and $165.0 million aggregate principal amount of the 9.75% notes, all of which were repurchased in the 9.75% notes tender offer, and aggregate accrued interest relating to the indebtedness that was repaid of $3.4 million.

(6)

Reflects the amount of fees and expenses associated with the Transactions and includes fees paid to affiliates of Blackstone at the closing under the transaction and monitoring fee agreement described under "Certain Relationships and Related Party Transactions and Director Independence—Transaction and Monitoring Fee Agreement," management retention bonus payments made to our executive officers at the closing of the Merger described under "Management—Executive Compensation," tender premium and consent fees paid in connection with the repurchase of the 9.75% notes, placement and other financing fees, advisory fees and other transaction costs.

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Corporate Structure

        The following diagram illustrates our current corporate structure. As a result of the consummation of the Transactions, RTFL indirectly owns all of the operating assets of RTI prior to the Merger. See "The Transactions."

(1)

Represents cash equity contributed by investment funds affiliated with Blackstone. In addition, management participants contributed approximately $6.9 million of equity in the form of management rollover options, which is calculated based on options to acquire approximately 805,000 shares of RTI's common stock with a weighted average exercise price of $12.22 per share. Additionally, as a result of the Cefar Acquisition, the shareholders of Cefar received approximately $9.5 million in shares of RTI's common stock as part of the purchase price. See "Management—Executive Compensation" for additional information regarding the management rollover options and "Management's Discussion and Analysis of Financial Condition and Results of Operations—Recent Acquisitions and Dispositions—Acquisitions" for additional information regarding the Cefar Acquisition.

(2)

The obligations under our new senior secured credit facilities are guaranteed by ReAble Therapeutics Holdings LLC and all of RTFL's existing and future direct and indirect wholly owned domestic subsidiaries, subject to certain exceptions. The outstanding notes are guaranteed by all of

9

RTFL's subsidiaries, other than Finco, that guarantee the obligations under our new senior secured credit facilities. See "Description of Other Indebtedness—New Senior Secured Credit Facilities."

(3)

Upon the closing of the Transactions, we entered into new senior secured credit facilities, consisting of a $50.0 million revolving credit facility, with a six-year maturity, and a $350.0 million term loan facility, with a seven-year maturity, which includes the $10.0 million of term loan borrowings we incurred at the closing of the Transactions to finance a portion of the cash purchase price for the Cefar Acquisition. We did not have any outstanding borrowings under the revolving credit facility on the closing date of the Transactions. See "Description of Other Indebtedness—New Senior Secured Credit Facilities."

(4)

RTFL is a co-issuer, along with Finco, of the outstanding notes. Finco was formed solely to act as a co-issuer of the outstanding notes, has only nominal assets and does not conduct any operations. See "Description of Notes."

10

The Blackstone Group

        The Blackstone Group, a global private investment and advisory firm, was founded in 1985. The firm has raised more than $60 billion for alternative asset investing since its formation, of which over $30 billion has been for private equity investing. The Private Equity Group is currently investing its fifth general private equity fund with commitments of $15.6 billion, and has over 60 experienced professionals with broad sector expertise. Blackstone's other core businesses include Private Real Estate Investing, Corporate Debt Investing, Hedge Funds, Mutual Fund Management, Private Placement, Marketable Alternative Asset Management and Investment Banking Advisory Services.

        ReAble Therapeutics Finance LLC and ReAble Therapeutics Finance Corporation were incorporated under the laws of the State of Delaware in September 2006. ReAble Therapeutics Inc. was incorporated under the laws of the State of Delaware in March 1995 (as Healthcare Acquisition Corporation). Our principal executive offices are located at 9800 Metric Boulevard, Austin, Texas 78758. Our telephone number is (512) 832-9500.

11

The Exchange Offer

In this prospectus, the term "outstanding notes" refers to the $200 million aggregate principal amount of 11³/4% Senior Subordinated Notes due 2014 that were issued in a private offering as part of the Transactions on November 3, 2006. The term "exchange notes" refers to the 11³/4% Senior Subordinated Notes due 2014, as registered under the Securities Act of 1933, as amended (the "Securities Act"). The term "notes" refers collectively to the outstanding notes and the exchange notes.

General	In connection with the private offering, RTFL and Finco and the guarantors of the outstanding notes entered into a registration rights agreement with the initial purchasers in which they agreed, among other things, to deliver this prospectus to you and to complete the exchange offer within 360 days after the date of original issuance of the outstanding notes. You are entitled to exchange in the exchange offer your outstanding notes for the exchange notes which are identical in all material respects to the outstanding notes except:
	•	the exchange notes have been registered under the Securities Act;
	•	the exchange notes are not entitled to any registration rights which are applicable to the outstanding notes under the registration rights agreement; and
	•	the liquidated damages provisions of the registration rights agreement are no longer applicable.
The Exchange Offer	RTFL and Finco are offering to exchange $200 million aggregate principal amount of 113/4% Senior Subordinated Notes due 2014 which have been registered under the Securities Act for any and all of their outstanding 113/4% Senior Subordinated Notes due 2014.
	You may only exchange outstanding notes in denominations of $2,000 and integral multiples of $1,000, in excess thereof.
Resale	Based on an interpretation by the staff of the Securities and Exchange Commission (the "SEC") set forth in no-action letters issued to third parties, we believe that the exchange notes issued pursuant to the exchange offer in exchange for outstanding notes may be offered for resale, resold and otherwise transferred by you (unless you are our "affiliate" within the meaning of Rule 405 under the Securities Act) without compliance with the registration and prospectus delivery provisions of the Securities Act; provided that:
	•	you are acquiring the exchange notes in the ordinary course of your business; and
	•	you have not engaged in, do not intend to engage in, and have no arrangement or understanding with any person to participate in, a distribution of the exchange notes.

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	If you are a broker-dealer and receive exchange notes for your own account in exchange for outstanding notes that you acquired as a result of market-making activities or other trading activities, you must acknowledge that you will deliver this prospectus in connection with any resale of the exchange notes. See "Plan of Distribution."
	Any holder of outstanding notes who:
	•	is our affiliate;
	•	does not acquire exchange notes in the ordinary course of its business; or
	•	tenders its outstanding notes in the exchange offer with the intention to participate, or for the purpose of participating, in a distribution of exchange notes
	cannot rely on the position of the staff of the SEC enunciated in Morgan Stanley & Co. Incorporated (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the SEC's letter to Shearman & Sterling, dated available July 2, 1993, or similar no-action letters and, in the absence of an exemption therefrom, must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes.
Expiration Date	The exchange offer will expire at 12:00 a.m. midnight, New York City time, on                        , 2007, unless extended by RTFL and Finco. RTFL and Finco do not currently intend to extend the expiration date.
Withdrawal	You may withdraw the tender of your outstanding notes at any time prior to the expiration of the exchange offer. RTFL and Finco will return to you any of your outstanding notes that are not accepted for any reason for exchange, without expense to you, promptly after the expiration or termination of the exchange offer.
Conditions to the Exchange Offer	The exchange offer is subject to customary conditions, which RTFL and Finco may waive. See "The Exchange Offer — Conditions to the Exchange Offer."
Procedures for Tendering Outstanding Notes	If you wish to participate in the exchange offer, you must complete, sign and date the applicable accompanying letter of transmittal, or a facsimile of such letter of transmittal, according to the instructions contained in this prospectus and the letter of transmittal. You must then mail or otherwise deliver the applicable letter of transmittal, or a facsimile of such letter of transmittal, together with the outstanding notes and any other required documents, to the exchange agent at the address set forth on the cover page of the letter of transmittal.

13

	If you hold outstanding notes through The Depository Trust Company ("DTC") and wish to participate in the exchange offer, you must comply with the Automated Tender Offer Program procedures of DTC by which you will agree to be bound by the letter of transmittal. By signing, or agreeing to be bound by, the letter of transmittal, you will represent to us that, among other things:
	•	you are not our "affiliate" within the meaning of Rule 405 under the Securities Act;
	•	you do not have an arrangement or understanding with any person or entity to participate in the distribution of the exchange notes;
	•	you are acquiring the exchange notes in the ordinary course of your business; and
	•	if you are a broker-dealer that will receive exchange notes for your own account in exchange for outstanding notes that were acquired as a result of market-making activities, that you will deliver a prospectus, as required by law, in connection with any resale of such exchange notes.
Special Procedures for Beneficial Owners	If you are a beneficial owner of outstanding notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, and you wish to tender those outstanding notes in the exchange offer, you should contact the registered holder promptly and instruct the registered holder to tender those outstanding notes on your behalf. If you wish to tender on your own behalf, you must, prior to completing and executing the applicable letter of transmittal and delivering your outstanding notes, either make appropriate arrangements to register ownership of the outstanding notes in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time and may not be able to be completed prior to the expiration date.
Guaranteed Delivery Procedures	If you wish to tender your outstanding notes and your outstanding notes are not immediately available or you cannot deliver your outstanding notes, the applicable letter of transmittal or any other required documents, or you cannot comply with the procedures under DTC's Automated Tender Offer Program for transfer of book-entry interests, prior to the expiration date, you must tender your outstanding notes according to the guaranteed delivery procedures set forth in this prospectus under "The Exchange Offer — Guaranteed Delivery Procedures."

14

Effect on Holders of Outstanding Notes	As a result of the making of, and upon acceptance for exchange of all validly tendered outstanding notes pursuant to the terms of the exchange offer, RTFL and Finco and the guarantors of the notes will have fulfilled a covenant under the registration rights agreement. Accordingly, there will be no increase in the interest rate on the outstanding notes under the circumstances described in the registration rights agreement. If you do not tender your outstanding notes in the exchange offer, you will continue to be entitled to all the rights and limitations applicable to the outstanding notes as set forth in the indenture; however, RTFL and Finco and the guarantors of the notes will not have any further obligation to you to provide for the exchange and registration of the outstanding notes under the registration rights agreement. To the extent that the outstanding notes are tendered and accepted in the exchange offer, the trading market for the outstanding notes could be adversely affected.
Consequences of Failure to Exchange	All untendered outstanding notes will continue to be subject to the restrictions on transfer set forth in the outstanding notes and in the indenture. In general, the outstanding notes may not be offered or sold, unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Other than in connection with the exchange offer, RTFL and Finco and the guarantors of the notes do not currently anticipate that they will register the outstanding notes under the Securities Act.
United States Federal Income Tax Consequences	The exchange of outstanding notes in the exchange offer will not be a taxable event for United States federal income tax purposes. See "United States Federal Income Tax Consequences of the Exchange Offer."
Use of Proceeds	We will not receive any cash proceeds from the issuance of the exchange notes in the exchange offer. See "Use of Proceeds."
Exchange Agent	The Bank of New York is the exchange agent for the exchange offer. The addresses and telephone numbers of the exchange agent are set forth under the "The Exchange Offer—Exchange Agent" section.

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The Exchange Notes

        The summary below describes the principal terms of the exchange notes. Certain of the terms and conditions described below are subject to important limitations and exceptions. The "Description of Notes" section of this prospectus contains a more detailed description of the terms and conditions of the outstanding notes and the exchange notes. The exchange notes will have terms identical in all material respects to the outstanding notes, except that the exchange notes will not contain terms with respect to transfer restrictions, registration rights and additional interest for failure to observe certain obligations in the registration rights agreement.

Issuers	RTFL, a newly formed indirect wholly owned subsidiary of RTI, and Finco, a newly formed wholly owned subsidiary of RTFL, jointly and severally issued the outstanding notes.
	Finco was formed solely to act as a co-issuer of the outstanding notes, has only nominal assets and does not conduct any operations.
Securities Offered	$200 million aggregate principal amount of 113/4% Senior Subordinated Notes due 2014.
Maturity	The exchange notes will mature on November 15, 2014, unless earlier redeemed or repurchased.
Interest Rate	The exchange notes will bear interest at a rate of 113/4% per annum.
Interest Payment Dates	May 15 and November 15 of each year, beginning on May 15, 2007. Interest will accrue from the issue date of the notes.
Ranking	The exchange notes will be the issuers' senior subordinated obligations. Accordingly, they will:
	•	be subordinated in right of payment to our existing and future senior debt, including the borrowings under our new senior secured credit facilities;
	•	be effectively subordinated in right of payment to all of our existing and future secured debt (including our new senior secured credit facilities), to the extent of the value of the assets securing such debt, and be structurally subordinated to all obligations of each of our subsidiaries that is not a guarantor of the exchange notes;
	•	rank equally in right of payment to all of our existing and future senior subordinated debt; and
	•	rank senior in right of payment to all of our future debt and other obligations that are, by their terms, expressly subordinated in right of payment to the exchange notes.
	Similarly, the guarantees (as described below) of the exchange notes will be unsecured senior subordinated obligations of the guarantors and will:
	•	be subordinated in right of payment to all of each guarantor's existing and future senior debt, including such guarantor's guarantee under our new senior secured credit facilities;

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	•	be effectively subordinated in right of payment to all of each guarantor's existing and future secured debt (including such guarantor's guarantee under our new senior secured credit facilities), to the extent of the value of the assets securing such debt, and be structurally subordinated to all obligations of any subsidiary of a guarantor if that subsidiary is not also a guarantor of the exchange notes;
	•	rank equally in right of payment to all of each guarantor's existing and future senior subordinated debt; and
	•	rank senior in right of payment to all of the applicable guarantor's future subordinated debt and other obligations that are, by their terms, expressly subordinated in right of payment to the exchange notes.
	As of December 31, 2006, (1) the outstanding notes and the related guarantees ranked effectively junior to approximately $349.8 million of senior secured indebtedness, including $349.1 million of senior secured indebtedness under our new senior secured credit facilities, and (2) we had an additional $50.0 million of available borrowings under our revolving credit facility. In addition, our non-guarantor subsidiaries had approximately $22.2 million of indebtedness and liabilities (excluding intercompany indebtedness and deferred tax liabilities) to which the outstanding notes were structurally subordinated.
Guarantees	Each of our existing and future direct and indirect wholly owned domestic subsidiaries that guarantees the obligations under our new senior secured credit facilities will jointly and severally, unconditionally guarantee the exchange notes on an unsecured senior subordinated basis.
Optional Redemption	Prior to November 15, 2010, we will have the option to redeem some or all of the exchange notes for cash at a redemption price equal to 100% of their principal amount plus an applicable make-whole premium (as described in "Description of Notes—Optional Redemption") plus accrued and unpaid interest to the redemption date. Beginning on November 15, 2010, we may redeem some or all of the exchange notes at the redemption prices listed under "Description of Notes—Optional Redemption" plus accrued and unpaid interest on the exchange notes to the date of redemption.
Optional Redemption After Certain Equity Offerings	Additionally, from time to time, before November 15, 2009, we may redeem up to 35% of the exchange notes at a redemption price equal to 111.75% of the principal amount thereof, in each case, with proceeds that we raise, or a direct or indirect parent company raises, in certain equity offerings, as long as at least 65% of the aggregate principal amount of the exchange notes issued remains outstanding. See "Description of Notes—Optional Redemption."

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Change of Control Offer	Upon the occurrence of a change of control, you will have the right, as holders of the exchange notes, to require us to repurchase some or all of your exchange notes at 101% of their principal amount, plus accrued and unpaid interest to the repurchase date. See "Description of Notes—Repurchase at the Option of Holders—Change of Control."
	We may not be able to pay you the required price for exchange notes you present to us at the time of a change of control because:
	•	we may not have enough funds at that time; or
	•	the terms of our senior debt may prevent us from making such payment.
Certain Covenants	The indenture governing the exchange notes contains covenants limiting our ability and the ability of our restricted subsidiaries to:
	•	incur additional debt or issue certain preferred and convertible shares;
	•	pay dividends on or make distributions in respect of our capital stock or make other restricted payments;
	•	make certain investments;
	•	sell certain assets;
	•	create liens on certain assets to secure debt;
	•	consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;
	•	enter into certain transactions with our affiliates; and
	•	designate our subsidiaries as unrestricted subsidiaries.
	These covenants are subject to a number of important limitations and exceptions. See "Description of Notes."
No Public Market	The exchange notes will be freely transferable but will be new securities for which there will not initially be a market. Accordingly, we cannot assure you whether a market for the exchange notes will develop or as to the liquidity of any market. The initial purchasers in the private offering of the outstanding notes have advised us that they intend to make a market in the exchange notes. The initial purchasers are not obligated, however, to make a market in the exchange notes, and any such market-making may be discontinued by the initial purchasers in their discretion at any time without notice.

Risk Factors

        You should carefully consider all the information in the prospectus prior to exchanging your outstanding notes. In particular, we urge you to carefully consider the factors set forth under the "Risk Factors" section.

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SUMMARY HISTORICAL AND UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED FINANCIAL DATA

        Set forth below is summary historical consolidated and combined financial data and summary unaudited pro forma combined financial data of our business, at the dates and for the periods indicated. The summary historical financial data as of and for the years ended December 31, 2004 and 2005 and for the period from January 1, 2006 through November 3, 2006 have been derived from the Predecessor's historical consolidated financial statements included elsewhere in this prospectus and the summary historical financial data for the period from November 4 through December 31, 2006 and as of December 31, 2006 have been derived from the Successor's historical consolidated financial statements included elsewhere in this prospectus. These historical financial statements of the Predecessor and the Successor included elsewhere in this prospectus have been audited by KPMG LLP, an independent registered public accounting firm.

        During the periods presented below, we have made various acquisitions, including most recently, the acquisition of Compex Technologies, Inc. (the "Compex Acquisition") completed on February 24, 2006 and the Cefar Acquisition completed on November 7, 2006, and the results for the acquired businesses are included in our historical financial statements from the date of their respective acquisitions. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Recent Acquisitions and Dispositions—Acquisitions" for a description of our recent acquisitions.

        The summary unaudited pro forma statements of operations data and other financial data for the fiscal year ended December 31, 2006 have been prepared to give effect to the Compex Acquisition and the Transactions as if they had occurred on January 1, 2006. The pro forma adjustments are based upon available information and certain assumptions that we believe are reasonable. The summary unaudited pro forma condensed consolidated financial data are for informational purposes only and do not purport to represent what our results of operations or financial position actually would have been if the Compex Acquisition and the Transactions had occurred at any date, and such data do not purport to project the results of operations for any future period.

        The Transactions were accounted for using the purchase method of accounting. The total purchase price was allocated to our net tangible and identifiable intangible assets based on their estimated fair values as of November 3, 2006. The excess of the purchase price over the net tangible and identifiable intangible assets was recorded as goodwill. The preliminary allocation of the purchase price was based upon preliminary valuation and other data and the estimates and assumptions are subject to change, based on the finalization of the asset and liability valuation analyses.

        The summary historical and unaudited pro forma condensed consolidated financial data should be read in conjunction with "The Transactions," "Unaudited Pro Forma Condensed Consolidated Financial Information," "Selected Historical Consolidated and Combined Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and related notes appearing elsewhere in this prospectus.

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		Predecessor									Successor			Combined			Pro Forma
		Year ended December 31,
								January 1 through November 3, 2006			November 4 through December 31, 2006
														Year Ended December 31, 2006(1)(4)			Year Ended December 31, 2006
		2004(2)			2005(3)
								(Dollars in thousands)						(unaudited)			(unaudited)
Statement of Operations Data:
Net sales		$	148,081		$	293,726		$	304,383		$	57,902		$	362,285		$	375,279
Cost of sales			65,942			114,780			126,754			26,724			153,478			154,807
	Gross margin		82,139			178,946			177,629			31,178			208,807			220,472
Operating expenses:
	Selling, general and administrative		60,296			125,682			185,655			45,197			230,852			233,634
	Research and development		7,276			9,577			14,772			28,128			42,900			14,508
Operating income (loss)			14,567			43,687			(22,798	)		(42,147	)		(64,945	)		(27,670	)
Other income (expense):
	Interest income		429			393			527			312			839			839
	Interest expense		(7,068	)		(28,509	)		(26,008	)		(8,611	)		(34,619	)		(54,976	)
	Other income (expense), net		574			(23	)		(23	)		133			110			115
	Loss on early extinguishment of debt		—			—			(9,154	)		—			(9,154	)		—
Income (loss) from continuing operations before income taxes and minority interests			8,502			15,548			(57,456	)		(50,313	)		(107,769	)		(81,692	)
Provision (benefit) for income taxes			3,279			6,061			(11,452	)		(8,756	)		(20,208	)		(21,308	)
Minority interests			95			140			158			39			197			197
Income (loss) from continuing operations			5,128			9,347			(46,162	)		(41,596	)		(87,758	)		(60,581	)
Discontinued operations:
	Gain on disposal of discontinued operations (net of income tax expense)(5)		—			2,445			—			—			—			—
	Income (loss) from discontinued operations (net of income tax expense (benefit))		399			538			(614	)		(38	)		(652	)		—
Net income (loss)(6)		$	5,527		$	12,330		$	(46,776	)	$	(41,634	)	$	(88,410	)	$	(60,581	)
Statement of Cash Flows Data:
Net cash provided by (used in):
	Operating activities	$	294		$	19,560		$	16,675		$	(15,829	)	$	846
	Investing activities		(288,291	)		(20,364	)		(13,571	)		(536,411	)		(549,982	)
	Financing activities		297,448			(1,238	)		12,261			550,439			562,700
Other Financial Data:
EBITDA(7) (unaudited)		$	21,472		$	60,256		$	(17,943	)	$	(35,687	)	$	(53,630	)
Depreciation and amortization			6,027			13,749			14,804			6,404			21,208
Capital expenditures			5,752			8,010			12,304			1,331			13,635
Balance Sheet Data (at period end):
Cash and cash equivalents		$	19,889		$	17,200					$	31,679
Total assets			552,139			552,037						1,060,636
Long-term debt, net of current portion			307,207			307,794						548,037
Stockholders' equity/membership equity			160,317			167,107						335,208

(1)

The unaudited combined results for the fiscal year ended December 31, 2006 represent the combination of the Predecessor period from January 1, 2006 through November 3, 2006 and the Successor period from November 4, 2006 through December 31, 2006. This combination does not comply with GAAP or with the rules for unaudited pro forma presentation, but is presented because we believe it provides the most meaningful comparison of our results.

(2)

The 2004 data includes $41.4 million in sales related to the Orthopedic Rehabilitation Division as a result of the acquisition of Empi, Inc. ("Empi") on October 4, 2004 (the "Empi Acquisition").

(3)

The 2005 data includes $5.3 million in sales related to the Surgical Implant Division as a result of the acquisition of assets of Osteoimplant Technology, Inc. ("OTI") on February 22, 2005 (the "OTI Acquisition").

(4)

The 2006 (combined basis) data includes $34.3 million in sales related to the Orthopedic Rehabilitation Division as a result of the Compex Acquisition on February 24, 2006 for the period from February 24, 2006 through July 31, 2006. Subsequent to July 31, 2006, Compex sales were combined with Empi sales. The 2006 (combined basis) data also includes $2.9 million in sales related to the

20

Orthopedic Rehabilitation Division as a result of the Cefar Acquisition on November 7, 2006. See Notes 16 and 17 of the consolidated financial statements for additional information related to these acquisitions.

(5)

On August 8, 2005, we completed the sale of our orthopedic soft goods product line and received a cash payment of approximately $9.5 million. In 2005, we reported a $2.4 million gain on sale from the disposition of such operations. On June 30, 2006, we completed the sale of Slendertone, which was acquired in the Compex Acquisition, for a cash payment of $2.4 million, plus the cost of inventory acquired. For accounting purposes, the gain on sale from the disposition of our orthopedic soft goods product line and the operating results of our orthopedic soft goods product line and Slendertone have been classified as discontinued operations in the Predecessor's consolidated statements of operations for the periods presented in the table above.

(6)

Amounts for net income (loss) include results of our orthopedic soft goods and Slendertone product lines through the date of their respective disposition. See Note 21 of the consolidated financial statements for additional information related to these dispositions.

(7)

EBITDA, a measure used by our management to measure operating performance, is defined as net income (loss) plus interest expense, net, provision (benefit) for income taxes and depreciation and amortization. EBITDA is not a recognized term under GAAP and does not purport to be an alternative to net income as a measure of operating performance or to cash flows from operating activities as a measure of liquidity. Additionally, EBITDA is not intended to be a measure of free cash flow available for management's discretionary use, as it does not consider certain cash requirements such as interest payments, tax payments and debt service requirements. We believe EBITDA is helpful in highlighting trends because EBITDA provides additional information regarding our cash earnings from ongoing operations but can differ significantly from company to company. In addition, EBITDA provides more comparability between the historical results of RTI and results that reflect purchase accounting relating to the Compex Acquisition and the Transactions and the new capital structure resulting from the Transactions. Management compensates for the limitations of using non-GAAP financial measures by presenting them together with GAAP results to provide a more complete understanding of the factors and trends affecting the business than GAAP results alone. Because not all companies use identical calculations, these presentations of EBITDA may not be comparable to other similarly titled measures of other companies.

EBITDA is calculated as follows:

	Predecessor							Successor			Combined
	Year ended December 31,				January 1 through November 3, 2006			November 4 through December 31, 2006
											Year Ended December 31, 2006
	2004		2005
			(Dollars in thousands)								(unaudited)
Net income (loss)	$	5,527	$	12,330	$	(46,776	)	$	(41,634	)	$	(88,410	)
Interest expense, net		6,639		28,116		25,481			8,299			33,780
Provision (benefit) for income taxes		3,279		6,061		(11,452	)		(8,756	)		(20,208	)
Depreciation and amortization		6,027		13,749		14,804			6,404			21,208
EBITDA (unaudited)	$	21,472	$	60,256	$	(17,943	)	$	(35,687	)	$	(53,630	)

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RISK FACTORS

You should carefully consider the following risk factors and all other information contained in this prospectus before deciding to tender your outstanding notes in the exchange offer. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently deem immaterial, also may become important factors that affect us.

If any of the following risks occur, our business, financial condition or results of operations could be materially and adversely affected. In that case, the trading price of the exchange notes could decline or we may not be able to make payments of interest and principal on the exchange notes, and you may lose some or all of your investment.

Risks Related to the Exchange Offer

There may be adverse consequences if you do not exchange your outstanding notes.

        If you do not exchange your outstanding notes for exchange notes in the exchange offer, you will continue to be subject to restrictions on transfer of your outstanding notes as set forth in the prospectus distributed in connection with the private offering of the outstanding notes. In general, the outstanding notes may not be offered or sold unless they are registered or exempt from registration under the Securities Act and applicable state securities laws. Except as required by the registration rights agreement, we do not intend to register resales of the outstanding notes under the Securities Act. You should refer to "Summary—The Exchange Offer" and "The Exchange Offer" for information about how to tender your outstanding notes.

        The tender of outstanding notes under the exchange offer will reduce the outstanding amount of the outstanding notes, which may have an adverse effect upon, and increase the volatility of, the market price of the outstanding notes due to a reduction in liquidity.

Risks Relating to Our Indebtedness

Our substantial leverage could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry, expose us to interest rate risk to the extent of our variable rate debt and prevent us from meeting our obligations under the notes.

        As a result of the completion of the Transactions, we became highly leveraged. As of December 31, 2006, our total indebtedness was $554.5 million. At December 31, 2006, we had an additional $50.0 million available for borrowing under our revolving credit facility.

        Our high degree of leverage could have important consequences for you, including:

•

making it more difficult for us to make payments on the notes and our other debt;



•

increasing our vulnerability to general economic and industry conditions;



•

requiring a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, therefore reducing our ability to use our cash flow to fund our operations, capital expenditures and future business opportunities;



•

exposing us to the risk of increased interest rates as certain of our borrowings, including borrowings under our new senior secured credit facilities, will be at variable rates of interest;



•

limiting our ability to make strategic acquisitions or causing us to make non-strategic divestitures;



•

limiting our ability to obtain additional financing for working capital, capital expenditures, product development, debt service requirements, acquisitions and general corporate or other purposes; and

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•

limiting our ability to adjust to changing market conditions and placing us at a competitive disadvantage compared to our competitors who are less highly leveraged.

        We and our subsidiaries may be able to incur substantial additional indebtedness in the future, subject to the restrictions contained in our new senior secured credit facilities and the indenture governing the notes. For example, we are permitted, subject to the receipt of additional commitments from participating lenders and certain other conditions, to incur up to an additional $150.0 million of borrowings under our new senior secured credit facilities. If new indebtedness is added to our current debt levels, the related risks that we now face could intensify.

        Our pro forma cash interest expense for the year ended December 31, 2006 was $51.0 million compared to our cash interest expense of $25.5 million for the year ended December 31, 2005. As of December 31, 2006, we had $353.9 million of debt subject to floating interest rates, including $349.1 million under our new senior secured credit facilities. A 1% increase in these floating interest rates would increase our cash annual interest expense by approximately $3.5 million. Any additional borrowings we make under our new senior secured credit facilities, whether under the revolving credit facility or as part of the additional $150.0 million incremental borrowing capacity described above, will also be subject to floating interest rates.

Our debt agreements contain restrictions that limit our flexibility in operating our business.

        Our new senior secured credit facilities and the indenture governing the notes contain various covenants that limit our ability to engage in specified types of transactions. These covenants limit our and our restricted subsidiaries' ability to, among other things:

•

incur additional indebtedness or issue certain preferred shares;



•

pay dividends on, repurchase or make distributions in respect of our capital stock or make other restricted payments;



•

make certain investments;



•

sell certain assets;



•

create liens;



•

consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;



•

enter into certain transactions with our affiliates; and



•

designate our subsidiaries as unrestricted subsidiaries.

        In addition, under the new senior secured credit facilities, we are required to satisfy and maintain specified financial ratios and other financial condition tests. These covenants could materially and adversely affect our ability to finance our future operations or capital needs. Furthermore, they may restrict our ability to conduct and expand our business and pursue our business strategies. Our ability to meet these financial ratios and financial condition tests can be affected by events beyond our control, including changes in general economic and business conditions, and we cannot assure you that we will meet these ratios and tests in the future or at all.

        A breach of any of these covenants could result in a default under the new senior secured credit facilities. Upon the occurrence of an event of default under the new senior secured credit facilities, the lenders could elect to declare all amounts outstanding under the new senior secured credit facilities to be immediately due and payable and terminate all commitments to extend further credit. If we were unable to repay those amounts, the lenders under the new senior secured credit facilities could proceed against the collateral granted to them to secure that indebtedness. We have pledged a significant portion of our assets as collateral under the new senior secured credit facilities. If the lenders under the new senior secured credit facilities accelerate the repayment of borrowings, we cannot assure you

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that we will have sufficient assets to repay the amounts borrowed under the new senior secured credit facilities, as well as our unsecured indebtedness, including the notes.

Risks Related to Our Business

We may not be able to successfully integrate Compex, Cefar or other businesses we may acquire in the future, and we may not be able to realize the anticipated cost savings, revenue enhancements or other synergies from such acquisitions.

        The process of integrating Compex, Cefar or any other businesses we may acquire in the future, with our company involves risks. These risks include, but are not limited to:

•

demands on management related to the significant increase in the size of our business;



•

diversion of management's attention from the management of daily operations to the integration of newly acquired operations;



•

difficulties in the assimilation of different corporate cultures, practices and sales and distribution methodologies;



•

increased exposure to risks relating to business operations outside the United States;



•

difficulties and unanticipated expenses related to the integration of departments, information technology systems, including accounting systems, technologies, books and records and procedures, and maintaining uniform standards, such as internal accounting controls, procedures and policies; and



•

costs and expenses associated with any undisclosed or potential liabilities.

        Failure to successfully integrate Compex, Cefar or any other acquired businesses may result in reduced levels of revenue, earnings or operating efficiency than we have achieved or might have achieved if we had not acquired such businesses, loss of customers of the acquired business, loss of employees who may be vital to the acquired or existing operations, loss of business opportunities, and other adverse consequences that could affect our financial condition and results of operations.

        Furthermore, even if we are able to integrate successfully the operations of Compex, Cefar or any other acquired business, we may not be able to realize the potential cost savings, synergies and revenue enhancements that were anticipated from the acquisition, either in the amount or within the time frame that we expect, and the costs of achieving these benefits may be higher than, and the timing may differ from, what we expect. Our ability to realize anticipated cost savings, synergies and revenue enhancements may be affected by a number of factors, including, but not limited to, the following:

•

the use of more cash or other financial resources on integration and implementation activities than we expect;



•

increases in other expenses unrelated to the acquisition, which may offset the cost savings and other synergies from the acquisition;



•

our ability to eliminate effectively duplicative back office overhead and overlapping and redundant selling, general and administrative functions, rationalize manufacturing capacity and shift production to more economical facilities; and



•

our ability to avoid labor disruptions in connection with any integration, particularly in connection with any headcount reduction.

We operate in a highly competitive business environment, and our inability to compete effectively could adversely affect our business prospects and results of operations.

        We operate in highly competitive markets. Our Orthopedic Rehabilitation Division competes with both large and small companies, including several large, diversified companies with significant market

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share and numerous smaller niche companies in the physical therapy products market. Our Surgical Implant Division competes with a small number of very large companies that dominate the market, as well as other companies similar to our size. We may not be able to offer products similar to, or more desirable than, those of our competitors or at a price comparable to that of our competitors. Compared to us, many of our competitors have:

•

greater financial and other resources;



•

more widely accepted products;



•

a larger number of endorsements from healthcare professionals;



•

a larger product portfolio;



•

superior ability to maintain new product flow;



•

greater research and development and technical capabilities;



•

patent portfolios that may present an obstacle to the conduct of our business;



•

stronger name recognition;



•

larger sales and distribution networks; and/or



•

international manufacturing facilities that enable them to avoid the transportation costs and foreign import duties associated with shipping our products manufactured in the United States to international customers.

        Accordingly, we may be at a competitive disadvantage with respect to our competitors. These factors may materially impair our ability to develop and sell our products.

If we are unable to develop or license new products or product enhancements or find new applications for our existing products, we will not remain competitive.

        The markets for our products are characterized by continued new product development and the obsolescence of existing products. Our future success and our ability to increase revenues and make payments on our indebtedness will depend, in part, on our ability to develop, license, acquire and distribute new and innovative products, enhance our existing products with new technology and find new applications for our existing products. However, we may not be successful in developing or introducing new products, enhancing existing products or finding new applications for our existing products. We also may not be successful in manufacturing, marketing and distributing products in a cost-effective manner, establishing relationships with marketing partners, obtaining coverage of and satisfactory reimbursement for our future products or product enhancements or obtaining required regulatory clearances and approvals in a timely fashion or at all. If we fail to keep pace with continued new product innovation or enhancement or fail to successfully commercialize our new or enhanced products, our competitive position, financial condition and results of operations could be materially and adversely affected.

        In addition, if any of our new or enhanced products contain undetected errors or design defects, especially when first introduced, or if new applications that we develop for existing products do not work as planned, our ability to market these and other products could be substantially delayed, and we could ultimately become subject to product liability litigation, resulting in lost revenues, potential damage to our reputation and/or delays in regulatory clearance. In addition, approval of our products or obtaining acceptance of our products by physicians, physical therapists and other professionals that recommend and prescribe our products could be adversely affected.

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If adequate levels of reimbursement from third-party payors for our products are not obtained, healthcare providers and patients may be reluctant to use our products, and our sales may decline.

        Our sales depend largely on whether levels of reimbursement from government healthcare programs, such as Medicare and Medicaid, and private payors will be adequate. We believe that surgeons, hospitals, physical therapists and other healthcare providers may not use, purchase or prescribe our products and patients may not purchase our products if these third-party payors do not provide satisfactory reimbursement for the costs of our products or the procedures involving the use of our products. Consequently, we may be unable to sell our products on a profitable basis if third-party payors deny coverage or reduce their current levels of reimbursement.

        Changes in the coverage of, and reimbursement for, our products by these third-party payors could have a material adverse effect on our results of operations. Third-party payors continue to review their coverage policies carefully for existing and new therapies and can, without notice, deny coverage for treatments that include the use of our products. They may attempt to control costs by (i) authorizing fewer elective surgical procedures, including joint reconstructive surgeries, (ii) requiring the use of the least expensive product available or (iii) reducing the reimbursement for or limiting the number of authorized visits for rehabilitation procedures. For example, in the United States, Medicare frequently engages in efforts to contain costs, which may result in a reduction of coverage of, and reimbursement for, our products. See "—Recent changes in coverage and reimbursement policies for our products by Medicare or reductions in reimbursement rates for our products could adversely affect our business and results of operations." Because many private payors model their coverage and reimbursement policies on Medicare policies, third-party payors' coverage of, and reimbursement for, our products could be negatively impacted by legislative, regulatory or other measures that reduce Medicare coverage and reimbursement generally.

        Our international sales also depend in part upon the eligibility for reimbursement of our products through third-party payors, the amount of reimbursement and the allocation of payments between the patient and third-party payors. Reimbursement practices vary significantly by country, with certain countries requiring products to undergo a lengthy regulatory review in order to be eligible for third-party reimbursement. In addition, healthcare cost containment efforts similar to those we face in the United States are prevalent in many of the foreign countries in which our products are sold, and these efforts are expected to continue in the future, possibly resulting in the adoption of more stringent reimbursement standards. For example, in Germany, our largest foreign country market, new regulations generally require adult patients to pay a portion of the cost of each medical technical device purchased. This may adversely affect our sales and profitability by making it more difficult for patients in Germany to pay for our products.

        Any developments in the United States or our foreign markets that eliminate, reduce or materially modify coverage of, and reimbursement rates for, our products could have an adverse effect on our ability to sell our products.

Recent changes in coverage and reimbursement policies for our products by Medicare or reductions in reimbursement rates for our products could adversely affect our business and results of operations.

        The Medicare Prescription Drug, Improvement and Modernization Act of 2003 ("Medicare Modernization Act") mandates a number of changes in the Medicare payment methodology and conditions for coverage of orthotic devices and durable medical equipment, including our TENS and NMES devices. These changes include a temporary freeze in annual increases in payments for durable medical equipment from 2004 through 2008, competitive bidding requirements, new clinical conditions for payment and quality standards. Although these changes affect our products generally, specific products may be affected by some but not all of the Medicare Modernization Act's provisions.

        Prefabricated orthotic devices and certain durable medical equipment, including TENS and NMES devices, may be subject to a competitive bidding process established under the Medicare Modernization

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Act. In May 2006, the Centers for Medicare & Medicaid Services ("CMS"), the agency responsible for administering the Medicare program, issued proposed regulations in connection with the competitive bidding process and requirements. Under the competitive bidding process, which CMS has proposed to phase in beginning October 1, 2007, CMS would provide reimbursement for certain products and services based on payment amounts as determined under a competitive bidding process to be established for suppliers within designated geographic areas instead of the Medicare fee schedule amount. Only those suppliers selected as a result of the competitive bidding process within each designated region would be eligible to have their products and services reimbursed through Medicare. The competitive bidding process may reduce the number of suppliers providing certain products and services to Medicare beneficiaries and the amounts paid for such products and services within a given geographic area. In addition, CMS may use payment information from regions subject to competitive bidding to reduce Medicare reimbursement in regions not subject to competitive bidding. CMS has not yet issued a final competitive bidding rule but it has announced the products and geographic areas that would be included in the initial round of competitive bidding. TENS devices were not included; however, there is no assurance they will not be selected in the future. Inclusion of any of our products in Medicare competitive bidding or other Medicare reimbursement reductions could have a material adverse effect on our results of operations. In addition, if we are not selected to participate in the competitive bidding program in a particular region, it could have a material adverse effect on our sales and profitability.

        As mandated by the Medicare Modernization Act, in August, 2006 CMS also issued quality standards for suppliers, which will be applied by independent accreditation organizations once approved by CMS, beginning in early 2007. Compliance with the quality standards could impact our business operations and the costs associated with participation in the Medicare program. Moreover, as mandated by the Medicare Modernization Act, CMS issued a proposed rule to implement new clinical conditions for payment of durable medical equipment in August 2004. TENS and NMES products could be impacted by this requirement if and when applicable conditions are established. At this time, we cannot predict what clinical conditions will be adopted, the timing of such adoption or the impact on our business of the new standards or any new clinical conditions that are adopted.

        In addition, in 2005, CMS published a final rule implementing its "inherent reasonableness" authority, which allows CMS, or a Medicare contractor, to make adjustments to payment amounts by up to 15% per year for certain products and services covered by Medicare when the existing payment amount is determined by CMS to be grossly excessive or grossly deficient. CMS could invoke its inherent reasonableness authority to reduce reimbursement levels for certain of our products, which could have a material adverse effect on our results of operations. A reduction in payments received from, or a loss of coverage under, Medicare could result in similar actions being taken by private payors, which could have a material adverse effect on our results of operations.

If we fail to establish new sales and distribution relationships or maintain our existing relationships, or if our third-party distributors and independent sales representatives fail to commit sufficient time and effort or are otherwise ineffective in selling our products, our results of operations and future growth could be adversely impacted.

        The sales and distribution of certain of our orthopedic rehabilitation products and our surgical implant products depend, in part, on our relationships with a network of third-party distributors and independent commissioned sales representatives. These third-party distributors and independent sales representatives maintain the relationships with the hospitals, orthopedic surgeons, chiropractors and other healthcare professionals that purchase, use and recommend the use of our products. Although our internal sales staff trains and manages these third-party distributors and independent sales representatives, we do not directly monitor the efforts that they make to sell our products. In addition, some of the independent sales representatives that we use to sell our surgical implant products also sell products that directly compete with our core product offerings. These sales representatives may not

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dedicate the necessary effort to market and sell our products. If we fail to attract and retain third-party distributors and skilled independent sales representatives or fail to adequately train and monitor the efforts of the third-party distributors and sales representatives that market and sell our products, or if our existing third-party distributors and independent sales representatives choose not to carry our products, our results of operations and future growth could be adversely affected.

We rely on our own direct sales force for certain of our products, which may result in higher fixed costs than our competitors and may slow our ability to reduce costs in the face of a sudden decline in demand for our products.

        We rely on our own direct sales force of over 200 representatives in the United States and over 75 in Europe to market and sell certain of the orthopedic rehabilitation products which are intended for use in the home and in rehabilitation clinics. Some of our competitors rely predominantly on independent sales agents and third-party distributors. A direct sales force may subject us to higher fixed costs than those of companies that market competing products through independent third parties, due to the costs that we will bear associated with employee benefits, training and managing sales personnel. As a result, we could be at a competitive disadvantage. Additionally, these fixed costs may slow our ability to reduce costs in the face of a sudden decline in demand for our products, which could have a material adverse effect on our results of operation.

The success of all of our products depends heavily on our relationships with healthcare professionals who prescribe and recommend our products, and our failure to maintain or develop these relationships could adversely affect our business.

        We have developed and maintain close relationships with a number of orthopedic surgeons, physicians, physical therapists, athletic trainers and other healthcare professionals. We believe that sales of our products depend significantly on their recommendations of our products. Acceptance of our products depends on educating the healthcare community as to the distinctive characteristics, perceived benefits, clinical efficacy and cost-effectiveness of our products compared to the products offered by our competitors and on training healthcare professionals in the proper use and application of our products. Our failure to maintain these relationships and develop similar relationships with other leading healthcare professionals could result in a decrease in the recommendation of our products, which may adversely affect our sales and profitability.

The success of our surgical implant products depends on our relationships with leading surgeons who assist with the development and testing of our products.

        A key aspect of the development and sale of our surgical implant products is the use of designing and consulting arrangements with orthopedic surgeons who are well recognized in the healthcare community. These surgeons assist in the development and clinical testing of new surgical implant products. They also participate in symposia and seminars introducing new surgical implant products and assist in the training of healthcare professionals in using our new products. We may not be successful in maintaining or renewing our current designing and consulting arrangements with these surgeons or in developing similar arrangements with new surgeons. In that event, our ability to develop, test and market new surgical implant products could be adversely affected.

Our international operations expose us to risks related to conducting business in multiple jurisdictions outside the United States.

        The international scope of our operations exposes us to economic, regulatory and other risks in the countries in which we operate. For the year ended December 31, 2006 (on a combined basis)

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approximately 23.9% of net sales were generated from sales made outside the United States. Doing business in foreign countries exposes us to a number of risks, including the following:

•

fluctuations in currency exchange rates;



•

imposition of investment and other restrictions by foreign governments;



•

potential adverse tax consequences, including the imposition or increase of withholding and other taxes on remittances and other payments by foreign subsidiaries, which, among other things, may preclude payments or dividends from foreign subsidiaries from being used for our debt service, and exposure to adverse tax regimes;



•

the imposition of additional foreign governmental controls or regulations on the sale of our products;



•

intellectual property protection difficulties;



•

changes in political and economic conditions;



•

difficulties in attracting high-quality management, sales and marketing personnel to staff our foreign operations;



•

import restrictions and controls, tariffs and other trade barriers; and



•

exposure to different legal, regulatory and political standards.

        In addition, as we grow our operations internationally, we will become increasingly dependent on foreign distributors and sales agents for our compliance and adherence to foreign laws and regulations that we may not be familiar with, and we cannot assure you that these distributors and sales agents will adhere to such laws and regulations or adhere to our own business practices and policies. Any violation of laws and regulations by foreign distributors or sales agents or a failure of foreign distributors or sales agents to comply with our business practices and policies could result in legal or regulatory sanctions against us or potentially damage our reputation in that international market. If we fail to manage these risks effectively, we may not be able to grow our international operations, and our business and results of operations may be materially adversely affected.

Fluctuations in foreign exchange rates may adversely affect our financial condition and results of operations and may affect the comparability of our results between financial periods.

        Our foreign operations expose us to currency fluctuations and exchange rate risks. We are exposed to the risk of currency fluctuations between the U.S. Dollar and the Euro, Swiss Franc, Norwegian Krona and Swedish Krona. Sales denominated in foreign currencies accounted for approximately 18% of our consolidated net sales for the year ended December 31, 2006 (combined basis), of which 17.3% is related to the Euro. Our exposure to fluctuations in foreign currencies arises because certain of our subsidiaries' results are recorded in these currencies and then translated into U.S. Dollars for inclusion in our consolidated financial statements and certain of our subsidiaries enter into purchase or sale transactions using a currency other than its functional currency. Therefore, changes in currency exchange rates may adversely affect our financial condition and results of operations and may affect the comparability of our results between reporting periods.

        We may not be able to effectively manage our currency translation risks, and volatility in currency exchange rates may adversely affect our financial condition and results of operations. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Quantitative and Qualitative Disclosures About Market Risk—Foreign Currency Risk."

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Our failure to comply with regulatory requirements or receive regulatory clearance or approval for our products or operations in the United States or abroad could adversely affect our business.

        Our products are subject to extensive regulation in the United States by the Food and Drug Administration (the "FDA") and by similar governmental authorities in the foreign countries where we do business. The FDA regulates virtually all aspects of a medical device's development, testing, manufacturing, labeling, promotion, distribution and marketing. In addition, we are required to file reports with the FDA if our products cause, or contribute to, death or serious injury, or if they malfunction and would be likely to cause, or contribute to, death or serious injury if the malfunction were to recur. In general, unless an exemption applies, a medical device must receive either pre-market approval or pre-market clearance from the FDA before it can be marketed in the United States. The FDA also regulates the export of medical devices to foreign countries. We cannot assure you that any of our devices, to the extent required, will be approved or cleared by the FDA through either the pre-market clearance process or the pre-market approval process or that the FDA will provide export certificates that are necessary to export certain of our products.

        Additionally, we may be required to obtain pre-market approvals, pre-market approval supplements or pre-market clearances to market modifications to our existing products or market our existing products for new indications. The FDA requires device manufacturers themselves to make and document a determination of whether or not a modification requires a new approval, supplement or clearance; however, the FDA can review and disagree with a manufacturer's decision. We have applied for, and received, a number of such approvals in the past. We may not be successful in receiving approvals in the future or the FDA may not agree with our decisions not to seek approvals, supplements or clearances for any particular device modification. The FDA may require an approval or clearance for any past or future modification or a new indication for our existing products. Such submissions may require the submission of additional clinical or preclinical data and may be time consuming and costly, and may not ultimately be cleared or approved by the FDA.

        If the FDA requires us to obtain pre-market approvals, pre-market approval supplements or pre-market clearances for any modification to a previously cleared or approved device, we may be required to cease manufacturing and marketing the modified device or to recall such modified device until we obtain FDA clearance or approval, and we may be subject to significant regulatory fines or penalties. In addition, the FDA may not clear or approve such submissions in a timely manner, if at all.

        The FDA also may change its policies, adopt additional regulations or revise existing regulations, each of which could prevent or delay pre-market approval or pre-market clearance of our devices, or could impact our ability to market a device that was previously cleared or approved. Any of the foregoing could adversely affect our business.

        Our failure to comply with the regulatory requirements of the FDA and other applicable U.S. regulatory requirements may subject us to administrative or judicially imposed sanctions. These sanctions include warning letters, civil penalties, criminal penalties, injunctions, product seizure or detention, product recalls and total or partial suspension of production.

        In the development of new products or new indications for, or modifications to, existing products, we may conduct or sponsor clinical trials. Clinical trials are expensive and require significant investment of time and resources and may not generate the data we need to support a submission to the FDA. Clinical trials are subject to regulation by the FDA and, if federal funds are involved or if an investigator or site has signed a federal assurance, are subject to further regulation by the Office for Human Research Protections and the National Institutes of Health. Failure to comply with such regulation, including, but not limited to, failure to obtain adequate consent of subjects, failure to adequately disclose financial conflicts or failure to report data or adverse events accurately, could result in fines, penalties, suspension of trials, and the inability to use the data to support an FDA submission. In the international market, we are subject to regulations for clinical studies in each respective country.

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        In many of the foreign countries in which we market our products, we are subject to extensive regulations that are similar to those of the FDA, including those in Europe. The regulation of our products in Europe falls primarily within the European Economic Area, which consists of the twenty-seven member states of the European Union, as well as Iceland, Liechtenstein and Norway. Only medical devices that comply with certain conformity requirements are allowed to be marketed within the European Economic Area. In addition, the national health or social security organizations of certain foreign countries, including those outside Europe, require our products to be qualified before they can be marketed in those countries. Failure to receive, or delays in the receipt of, relevant foreign qualifications in the European Economic Area or other foreign countries could have a material adverse effect on our business.

Our marketing and sales practices may contain certain risks with respect to the manner in which these practices were historically conducted that could have a material adverse effect on us.

        We have entered into written agreements for designing and consulting services with surgeons for surgical implant products, and we compensate them under our designing surgeon agreements for services in developing products sold by us. The form of compensation for such services has historically been a royalty on the sale of our surgical implant products. We compensate the surgeons who help us in our product development and clinical efforts with cash payments. We believe that in each instance remuneration paid to surgeons represents fair market value for the services provided and is otherwise in compliance with applicable laws. We also use an independent sales force for our surgical implant products for which we provide compliance-related training. The sales force has generally been compensated on commission based on a percentage of revenues generated by products sold as are typical in our industry. Under applicable federal and state healthcare fraud and abuse, anti-kickback, false claims and self-referral laws, it could be determined that our designing and consulting arrangements with surgeons and our marketing and sales practices fall outside permitted compensation arrangements, thereby subjecting us to possible civil and/or criminal sanctions (including exclusion from the Medicare and Medicaid programs) which could have a material adverse effect on our surgical implant business and possibly on our other lines of business. Although we believe we maintain a satisfactory compliance program, it may not be adequate in the detection or prevention of violations. The form and effectiveness of our compliance program may be taken into account by the government in assessing sanctions, if any, should it be determined that violations of laws have occurred.

        Certain federal and state laws and regulations regarding reimbursement and coverage of products and services by Medicare and Medicaid, as well as federal and state laws addressing healthcare fraud and abuse, physician self-referrals, and other relationships with providers are broad in scope and apply to our relationships with healthcare providers and entities that may prescribe or recommend our products, and who may assist us in the development and promotion of our products. These laws and regulations are also complex and even minor, inadvertent irregularities in submissions can potentially give rise to claims that the law has been violated. Any violations of these laws or regulations could result in a material adverse effect on our business, financial condition and results of operations. If there is a change in law, regulation or administrative or judicial interpretations, we may have to change one or more of our business practices to be in compliance with these laws. Required changes could be costly and time consuming. Any failure to make required changes could result in our losing business or our existing business practices being challenged as unlawful.

Audits or denials of our claims by government agencies could reduce our revenues or profits.

        As part of our business operations, we submit claims on behalf of patients directly to, and receive payments directly from, the Medicare and Medicaid programs and private payors. Therefore, we are subject to extensive government regulation, including requirements for submitting reimbursement claims under appropriate codes and maintaining certain documentation to support our claims. Medicare

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contractors and Medicaid agencies periodically conduct pre- and post-payment reviews and other audits of claims and are under increasing pressure to more closely scrutinize healthcare claims and supporting documentation. We have historically been subject to pre-payment and post-payment reviews as well as audits of claims and may experience such reviews and audits of claims in the future. Such reviews and/or similar audits of our claims could result in material delays in payment, as well as material recoupments or denials, which would reduce our net sales and profitability, or in exclusion from participation in the Medicare or Medicaid programs. Private payors may from time to time conduct similar reviews and audits.

Healthcare reform, managed care and buying groups have put downward pressure on the prices of our products.

        Healthcare reform and the healthcare industry's response to rising healthcare costs have resulted in a significant expansion of managed care organizations and buying groups. This growth of managed care and the advent of buying groups in the United States has caused a shift toward coverage and payments based on more cost-effective treatment alternatives. Buying groups enter into preferred supplier arrangements with one or more manufacturers of medical products in return for price discounts to members of these buying groups. Our failure to obtain new preferred supplier commitments from major group purchasing organizations or our failure to retain our existing preferred supplier commitments could adversely affect our sales and profitability. In Germany and other international markets where we sell our products, we have historically experienced downward pressure on product pricing and other effects of healthcare reform similar to that which we have experienced in the United States. We expect healthcare reform and managed care to continue to develop in the United States and these international markets and put further downward pressure on product pricing, which may adversely affect our sales and profitability.

Product liability claims may harm our business, particularly if the number of claims increases significantly or our product liability insurance proves inadequate.

        The manufacture and sale of orthopedic devices and related products exposes us to a significant risk of product liability claims. From time to time, we have been, and we are currently, subject to a number of product liability claims alleging that the use of our products resulted in adverse effects. Even if we are successful in defending against any liability claims, such claims could nevertheless distract our management, result in substantial costs, harm our reputation, adversely affect the sales of all our products and otherwise harm our business. If there is a significant increase in the number of product liability claims, our business could be adversely affected.

        We currently carry product liability insurance up to a limit of $20 million, subject to an aggregate self-insurance deductible of $750,000. Our insurance policy is subject to annual renewal. Product liability claims made against us may exceed the coverage limit of our policy or such insurance coverage may not continue to be available on commercially reasonable terms or at all. Additionally, we are also subject to the risks that our insurers will exclude from coverage claims made against us or that our insurers may become insolvent. If we do not or cannot maintain adequate product liability insurance, our business and results of operations may be adversely affected.

        In addition, as a result of a product liability claim or if our products are alleged to be defective, we may have to recall some of our products, which could result in significant costs to us and harm our business reputation. Our products are subject to recalls even after receiving FDA or foreign regulatory clearance or approval. Products recalls could harm our reputation and business.

        At December 31, 2006, we have exceeded and expect in the future to continue to exceed, the coverage limits for certain product liability claims, however, the current and expected future excess has been accrued in our consolidated balance sheet as of December 31, 2006.

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Our products are subject to recalls even after receiving FDA or foreign regulatory clearance or approval. Product recalls could harm our reputation and business.

        We are subject to ongoing medical device reporting regulations that require us to report to the FDA or similar governmental authorities in other countries if our products cause, or contribute to, death or serious injury, or if they malfunction and would be likely to cause, or contribute to, death or serious injury if the malfunction were to recur. The FDA and similar governmental authorities in other countries have the authority to require us to recall our products in the event of material deficiencies or defects in design or manufacturing. In addition, in light of a material deficiency, defect in design or manufacturing or defect in labeling, we may voluntarily elect to recall our products. A government mandated or voluntary recall by us could occur as a result of component failures, manufacturing errors or design defects, including defects in labeling. Any recall would divert managerial and financial resources and could harm our reputation with our customers and with the healthcare professionals that use, prescribe and recommend our products. We could have product recalls that result in significant costs to us in the future, and such recalls could have a material adverse effect on our business.

If we lose one of our key suppliers or one of our contract manufacturers stops making the raw materials and components used in our products, we may be unable to meet customer orders for our products in a timely manner or within our budget.

        We rely on a limited number of foreign and domestic suppliers for the raw materials and components used in our products. One or more of our suppliers may decide to cease supplying us with raw materials and components for reasons beyond our control. FDA regulations may require additional testing of any raw materials or components from new suppliers prior to our use of those materials or components. In addition, in the case of a device which is the subject of a pre-market approval, we may be required to obtain prior FDA permission (which may or may not be given), which could delay or prevent our access or use of such raw materials or components. If we are unable to obtain materials we need from our suppliers or our agreements with our suppliers are terminated, and we cannot obtain these materials from other sources, we may be unable to manufacture our products to meet customer orders in a timely manner or within our manufacturing budget. In that event, our business and results of operations could be adversely affected.

        In addition, we rely on third parties to manufacture some of our products. For example, Medireha GmbH ("Medireha"), which is 50% owned by us, has been our single source supplier for many of our CPM devices, which represented approximately 6% of our net sales for the year ended December 31, 2006 (combined basis). If we encounter a cessation, interruption or delay in the supply of the products purchased from Medireha, we may be unable to obtain such products through other sources on acceptable terms, within a reasonable amount of time or at all. We also use a single source for many of the devices Compex SA distributes. In addition, if our agreements with the manufacturing companies were terminated, we may not be able to find suitable replacement within a reasonable amount of time or at all. Any such cessation, interruption or delay may impair our ability to meet scheduled deliveries of our products to our customers and may cause our customers to cancel orders. In that event, our reputation and results of operations may be adversely affected.

If our patents and other intellectual property rights do not adequately protect our products, we may lose market share to our competitors and may not be able to operate our business profitably.

        We rely on a combination of patents, trade secrets, copyrights, trademarks, license agreements and contractual provisions to establish and protect our intellectual property rights in our products and the processes for the development, manufacture and marketing of our products.

        We use non-patented, proprietary know-how, trade secrets, processes and other proprietary information and currently employ various methods to protect this proprietary information, including

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confidentiality agreements, invention assignment agreements and proprietary information agreements with vendors, employees, independent sales agents, distributors, consultants, and others. However, these agreements may be breached. The FDA or another governmental agency may require the disclosure of such information in order for us to have the right to market a product. Trade secrets, know-how and other unpatented proprietary technology may also otherwise become known to or independently developed by our competitors.

        In addition, we also hold U.S. and foreign patents relating to a number of our components and products and have patent applications pending with respect to other components and products. We also apply for additional patents in the ordinary course of our business, as we deem appropriate. However, these precautions offer only limited protection, and our proprietary information may become known to, or be independently developed by, competitors, or our proprietary rights in intellectual property may be challenged, any of which could have a material adverse effect on our business, financial condition and results of operations. Additionally, we cannot assure you that our existing or future patents, if any, will afford us adequate protection or any competitive advantage, that any future patent applications will result in issued patents or that our patents will not be circumvented, invalidated or declared unenforceable. In addition, certain of our subsidiaries have not always taken commercially reasonable measures to protect their ownership of some of their patents. While such measures are currently employed and have been employed by us in the past, disputes may arise as to the ownership, or co-ownership, of certain of our patents. We do not consider patent protection to be a significant competitive advantage in the marketplace for electrotherapy devices. However, patent protection may be of significance with respect to our orthopedic technology.

        Any proceedings before the U.S. Patent and Trademark Office could result in adverse decisions as to the priority of our inventions and the narrowing or invalidation of claims in issued patents. We could also incur substantial costs in any such proceedings. In addition, the laws of some of the countries in which our products are or may be sold may not protect our products and intellectual property to the same extent as U.S. laws, if at all. We may also be unable to protect our rights in trade secrets and unpatented proprietary technology in these countries.

        In addition, we hold patent and other intellectual property licenses from third parties for some of our products and on technologies that are necessary in the design and manufacture of some of our products. The loss of such licenses would prevent us from manufacturing, marketing and selling these products, which could harm our business.

Our operating results and financial condition could be adversely affected if we become involved in litigation regarding our patents or other intellectual property rights.

        Litigation involving patents and other intellectual property rights is common in our industry, and companies in our industry have used intellectual property litigation in an attempt to gain a competitive advantage. We currently are, and in the future may become, a party to lawsuits involving patents or other intellectual property. Such litigation is costly and time consuming. If we lose any of these proceedings, a court or a similar foreign governing body could invalidate or render unenforceable our owned or licensed patents, require us to pay significant damages, seek licenses and/or pay ongoing royalties to third parties, require us to redesign our products, or prevent us from manufacturing, using or selling our products, any of which would have an adverse effect on our results of operations and financial condition. While we have indemnification rights against third parties for damages arising from some current patent infringement litigation we have been involved with, the indemnifying parties may contest their indemnification obligations or may be unable to financially satisfy those obligations.

        We have brought, and may in the future also bring, actions against third parties for an infringement of our intellectual property rights. We may not succeed in such actions. The defense and prosecution of intellectual property suits, proceedings before the U.S. Patent and Trademark Office or

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its foreign equivalents and related legal and administrative proceedings are both costly and time consuming. Protracted litigation to defend or prosecute our intellectual property rights could seriously detract from the time our management would otherwise devote to running our business. Intellectual property litigation relating to our products could cause our customers or potential customers to defer or limit their purchase or use of the affected products until resolution of the litigation.

Our business strategy relies on certain assumptions concerning demographic and other trends that impact the market for our products. If these assumptions prove to be incorrect, demand for our products may be lower than we currently expect.

        Our ability to achieve our business objectives is subject to a variety of factors, including the relative increase in the aging of the general population and an increase in participation in exercise and sports and more active lifestyles. In addition, our business strategy relies on an increasing awareness and clinical acceptance of non-invasive, non-systemic treatment and rehabilitation products, such as electrotherapy. We believe that these trends will increase the need for our orthopedic, physical therapy and surgical implant products. The projected demand for our products could materially differ from actual demand if our assumptions regarding these trends and acceptance of our products by healthcare professionals and patients prove to be incorrect or do not materialize. If our assumptions regarding these factors prove to be incorrect, we may not be able to successfully implement our business strategy, which could adversely affect our results of operations. In addition, the perceived benefits of these trends may be offset by competitive or business factors, such as the introduction of new products by our competitors or the emergence of other countervailing trends.

We may expand into new markets through the development of new products and our expansion may not be successful.

        We may attempt to expand into new markets through the development of new product applications based on our existing specialized technology and design capabilities. These efforts could require us to make substantial investments, including significant research, development, engineering and capital expenditures for new, expanded or improved manufacturing facilities which would divert resources from other aspects of our business. Expansion into new markets may be costly and may not result in any benefit to us. Specific risks in connection with expanding into new markets include the inability to transfer our quality standards into new products, the failure of customers in new markets to accept our products and price competition in new markets. Such expansion efforts into new markets could be unsuccessful.

Consolidation in the healthcare industry could have an adverse effect on our revenues and results of operations.

        Many healthcare industry companies, including medical device, orthopedic and physical therapy products companies, are consolidating to create larger companies. As the healthcare industry consolidates, competition to provide products and services to industry participants will become more intense. In addition, many of our customers are also consolidating, and our customers and other industry participants may try to use their purchasing power to negotiate price concessions or reductions for the products that we manufacture and market. If we are forced to reduce our prices because of consolidation in the healthcare industry, our revenues could decrease, and our business, financial condition and results of operations could be adversely affected.

We are subject to environmental and health and safety requirements, and may be liable for contamination or other harm caused by hazardous materials that we use.

        Our research and development and manufacturing processes involve the use of hazardous materials. We are subject to federal, state, local and foreign environmental requirements, including

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regulations governing the use, manufacture, handling, storage and disposal of hazardous materials and related occupational health and safety regulations. We cannot eliminate the risk of contamination or injury resulting from hazardous materials, and we may incur liability as a result of any contamination or injury. In addition, under some environmental laws and regulations, we could also be held responsible for costs relating to any contamination at our past or present facilities and at third-party waste disposal sites. These could include costs relating to contamination that did not result from any violation of law, and in some circumstances, contamination that we did not cause. We may incur significant expenses in the future relating to any failure to comply with environmental laws. Any such future expenses or liability could have a significant negative impact on our financial condition. The enactment of stricter laws or regulations, the stricter interpretation of existing laws and regulations or the requirement to undertake the investigation or remediation of currently unknown environmental contamination at our own or third party sites may require us to make additional expenditures, which could be material.

Our reported results may be adversely affected by increases in reserves for sales allowances, product returns, rental credits, uncollectible accounts receivable and inventory.

        Our net revenues and profitability are affected by changes in reserves to account for sales allowances, product returns, rental credits, uncollectible accounts receivable and inventory. Any increase in our reserves for sales allowances, product returns, rental credits, uncollectible accounts receivable or inventory could adversely affect our reported financial results by reducing our net revenues and/or profitability for the reporting period.

        We have established a reserve for sales allowances which account for sales of our products below the invoice price. Such sales generally result from agreements that we enter into with certain customers that permit them to pay us for our products in amounts that are below the invoice price of the product. We estimate the amount of the reduction based on historical experience and invoices generated in the period.

        The reserve for product returns accounts for customer returns of our products after purchase. These returns are mainly attributable to a third-party payor's refusal to provide a patient release or reimbursement for the product or the inability of the product to adequately address the patient's condition. If we increase the percentage of our sales made pursuant to agreements providing for reimbursement below invoice price or if customers return products at a higher than estimated rate, we may be required to increase our sales allowance and product return reserves beyond their current levels.

        Our reserve for rental credits recognizes a timing difference between billing of a purchase and processing of a rental credit associated with some of our electrotherapy devices. Many insurance providers require patients to rent our rehabilitation devices for a period of one to three months prior to purchase. If the patient has a long-term need for the device, these insurance companies may authorize purchase of the device after such time period. When the device is purchased, most providers require that rental payments previously made on the device be credited toward the purchase price. These credits are processed at the time the payment is received for the purchase of the device, which creates a time lag between billing of the purchase and processing of the rental credit. Our rental credit reserve accounts for unprocessed rental credits based on the number of devices converted to purchase. If the frequency of rental to purchase conversion increases, we may be required to increase our rental credit reserve beyond its current level.

        We have a large balance of accounts receivable and have established a reserve for the portion of such accounts receivable that we estimate will not be collected because of our customers' and patients' non-payment. The reserve is based on historical trends and current relationships with our customers and providers. Changes in our collection rates can result from a number of factors, including turnover in personnel, changes in the payment policies or practices of payors or changes in industry rates or

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pace of reimbursement. Our reserve for uncollectible receivables has fluctuated in the past and will continue to fluctuate in the future. Changes in rates of collection or fluctuations, even if they are small in absolute terms, could require us to increase our reserve for uncollectible receivables beyond its current level.

        The nature of our business requires us to maintain sufficient inventory on hand at all times to meet the requirements of our customers. We maintain inventory reserves for such issues as slow moving or excess inventory, product obsolescence and declines in valuation. In each division, we use a specific identification methodology, adjustment to which can occur whenever there is a change in strategy. In addition, we review sales performance on at least a quarterly basis to determine the amounts that we should add to the existing reserves. We monitor reserves on a quarterly basis and make changes when necessary. To determine the adequacy of our reserves at each reporting period, we analyze the following, among other factors: current inventory quantities on hand, product acceptance in the marketplace, customer demand, historical sales, forecasted sales, product obsolescence and technological innovations. If there is a material change due to these factors, the current level of the reserve for inventory may not be adequate and would result in our increasing the reserve level in the future. Any modifications to our estimates of our reserves are reflected in cost of sales within the statement of operations during the period in which such modifications are determined necessary by management.

The loss of the services of our key management and personnel could adversely affect our ability to operate our business.

        Our future success will depend, in part, upon the continued service of key managerial, research and development staff and sales and technical personnel. In addition, our future success will depend on our ability to continue to attract and retain other highly qualified personnel. These executive officers have substantial experience and expertise in our industry. Our future success depends, to a significant extent, on the abilities and efforts of our executive officers and other members of our management team. We compete for such personnel with other companies, academic institutions, government entities and other organizations. We may not be successful in retaining our current personnel or in hiring or retaining qualified personnel in the future. Our failure to do so could have a material adverse effect on our business.

Affiliates of Blackstone own substantially all of the equity interest in us and may have conflicts of interest with us or you in the future.

        As a result of the consummation of the Transactions and the Cefar Acquisition, investment funds affiliated with Blackstone collectively beneficially own approximately 97.4% of RTI's capital stock, and Blackstone designees hold a majority of the seats on our board of directors. As a result, affiliates of Blackstone have control over our decisions to enter into any corporate transaction and have the ability to prevent any transaction that requires the approval of stockholders regardless of whether holders of our notes believe that any such transactions are in their own best interests. For example, affiliates of Blackstone could collectively cause us to make acquisitions that increase the amount of indebtedness or to sell assets. So long as investment funds affiliated with Blackstone continue to directly or indirectly own a significant amount of the outstanding shares of our common stock, affiliates of Blackstone will continue to be able to strongly influence or effectively control our decisions.

        Additionally, Blackstone is in the business of making investments in companies and may from time to time acquire and hold interests in businesses that compete directly or indirectly with us. Blackstone may also pursue acquisition opportunities that may be complementary to our business and, as a result, those acquisition opportunities may not be available to us.

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Risks Relating to the Exchange Notes

We may not be able to generate sufficient cash to service all of our indebtedness, including the notes, and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

        Our ability to make scheduled payments on or to refinance our debt obligations depends on our financial condition and operating performance, which is subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond our control. We cannot assure you that we will maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness, including the notes.

        If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay investments and capital expenditures, or to sell assets, seek additional capital or restructure or refinance our indebtedness, including the notes. These alternative measures could affect the operation and growth of our business and may not be successful and may not permit us to meet our scheduled debt service obligations. If our operating results and available cash are insufficient to meet our debt service obligations, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. In that case, we may not be able to consummate those dispositions or to obtain the proceeds that we could realize from them, and the proceeds from those dispositions may not be adequate to meet any debt service obligations then due. Additionally, our new senior secured credit facilities and the indenture governing the notes will limit the use of the proceeds from dispositions of assets; as a result, we may not be permitted, under our new senior secured credit facilities and the indenture governing the notes, to use the proceeds from such dispositions to satisfy all current debt service obligations.

If we default on our obligations to pay our indebtedness, we may not be able to make payments on the exchange notes.

        Any default under the agreements governing our indebtedness, including a default under our new senior secured credit facilities, that is not waived by the required lenders, and the remedies sought by the holders of such indebtedness, could prevent us from paying principal, premium, if any, and interest on the exchange notes and could substantially decrease the market value of the exchange notes. If we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, and interest on our indebtedness, or if we otherwise fail to comply with the various covenants, including financial and operating covenants, in the instruments governing our indebtedness (including covenants in our new senior secured credit facilities and the indenture governing the notes), we could be in default under the terms of the agreements governing such indebtedness. In the event of such default, the holders of such indebtedness could elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest, the lenders under our new senior secured credit facilities could elect to terminate their commitments thereunder, cease making further loans and institute foreclosure proceedings against our assets, and we could be forced into bankruptcy or liquidation. If our operating performance declines, we may in the future need to obtain waivers from the required lenders under our new senior secured credit facilities to avoid being in default. If we breach our covenants under our new senior secured credit facilities and seek a waiver, we may not be able to obtain a waiver from the required lenders. If this occurs, we would be in default under our new senior secured credit agreement, the lenders could exercise their rights, as described above, and we could be forced into bankruptcy or liquidation.

Your right to receive payments on the exchange notes is effectively subordinate to those lenders who have a security interest in our assets.

        Our obligations under the exchange notes and our guarantors' obligations under their guarantees of the exchange notes are unsecured, but our obligations under our new senior secured credit facilities

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and each guarantor's obligations under its guarantee of the new senior secured credit facilities are secured by a security interest in substantially all of our domestic tangible and intangible assets and all of our capital stock and promissory notes and the capital stock of each of our existing and future domestic subsidiaries and 65% of the capital stock of our first tier non-U.S. subsidiaries. If we are declared bankrupt or insolvent, or if we default under our new senior secured credit facilities, the lenders could declare all of the funds borrowed thereunder, together with accrued interest, immediately due and payable. If we were unable to repay such indebtedness, the lenders could foreclose on the pledged assets described above to the exclusion of holders of the notes, even if an event of default exists under the indenture governing the notes at such time. Furthermore, if the lenders foreclose on the pledged assets and sell the pledged equity interests in any guarantor under the exchange notes, then that guarantor will be released from its guarantee of the exchange notes automatically and immediately upon such sale. In any such event, because the exchange notes are not secured by any of our assets or the equity interests in the guarantors, it is possible that there would be no assets remaining from which your claims could be satisfied or, if any assets remained, they might be insufficient to satisfy your claims fully. See "Description of Other Indebtedness—New Senior Secured Credit Facilities."

        As of December 31, 2006, we had $349.8 million of senior secured indebtedness, including $349.1 million under our new senior secured credit facilities, and we had $50.0 million of available borrowings under our revolving credit facility. We are also permitted, subject to the receipt of additional commitments from participating lenders and certain other conditions, to incur up to an additional $150.0 million of senior secured debt under our new senior secured credit facilities in the form of additional term loan and/or revolving credit facility borrowings, which additional loans will have the same security and guarantees as the loans under our new senior secured credit facilities.

Claims of noteholders will be structurally subordinate to claims of creditors of all of our non-U.S. subsidiaries because they will not guarantee the exchange notes.

        The exchange notes will not be guaranteed by any of our non-U.S. subsidiaries. Accordingly, claims of holders of the exchange notes will be structurally subordinate to the claims of creditors of these non-guarantor subsidiaries, including trade creditors. All obligations of our non-guarantor subsidiaries will have to be satisfied before any of the assets of such subsidiaries would be available for distribution, upon a liquidation or otherwise, to us or a guarantor of the exchange notes.

        As of December 31, 2006, our non-guarantor subsidiaries accounted for approximately $194.2 million, or 18.3%, of our total assets, and approximately $128.6 million, or 17.8%, of our total liabilities. Our non-guarantor subsidiaries accounted for approximately $4.1 million, or 7.7%, of our total EBITDA for the year ended December 31, 2006 (combined).

Your right to receive payments on the exchange notes will be junior to the rights of the lenders under our new senior secured credit facilities and any of our existing and future senior indebtedness.

        The exchange notes will be general unsecured obligations that will be junior in right of payment to all of our existing and future senior indebtedness. As of December 31, 2006, we had approximately $350.2 million of senior indebtedness, including $349.1 million under our new senior secured credit facilities and we would have had $50.0 million of available borrowings under our revolving credit facility. We are also permitted, subject to the receipt of additional commitments from participating lenders and certain other conditions, to incur up to an additional $150.0 million of senior secured debt under our new senior secured credit facilities in the form of additional term loan and/or revolving credit facility borrowings. Furthermore, the indenture governing the notes will permit us to incur additional indebtedness.

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        We may not pay principal, premium, if any, interest or other amounts on account of the exchange notes in the event of a payment default or certain other defaults in respect of certain of our senior indebtedness, including debt under our new senior secured credit facilities, unless the senior indebtedness has been paid in full or the default has been cured or waived. In addition, in the event of certain other defaults with respect to the senior indebtedness, we may not be permitted to pay any amount on account of the exchange notes for a designated period of time.

        As a result of the subordination provisions in the exchange notes, in the event of our bankruptcy, liquidation or dissolution, our assets will not be available to pay obligations under the exchange notes until we have made all payments in cash on our senior indebtedness. We cannot assure you that sufficient assets will remain after all these payments have been made to make any payments on the exchange notes, including payments of principal or interest when due.

We may not be able to repurchase the exchange notes upon a change of control.

        Upon the occurrence of specific kinds of change of control events, we will be required to offer to repurchase all outstanding notes at 101% of their principal amount plus accrued and unpaid interest. The source of funds for any such purchase of the notes will be our available cash or cash generated from our subsidiaries' operations or other sources, including borrowings, sales of assets or sales of equity. We may not be able to repurchase the exchange notes upon a change of control because we may not have sufficient financial resources to purchase all of the exchange notes that are tendered upon a change of control. Further, we will be contractually restricted under the terms of our new senior secured credit facilities from repurchasing all of the notes tendered by holders upon a change of control. Accordingly, we may not be able to satisfy our obligations to purchase the notes unless we are able to refinance or obtain waivers under our new senior secured credit facilities. Our failure to repurchase the notes upon a change of control would cause a default under the indenture governing the notes and a cross-default under the new senior secured credit facilities. Our new senior secured credit facilities also provide that a change of control will be a default that permits lenders to accelerate the maturity of borrowings thereunder. Any of our future debt agreements may contain similar provisions.

The lenders under the new senior secured credit facilities will have the discretion to release the guarantors under the new senior secured credit agreement in a variety of circumstances, which will cause those guarantors to be released from their guarantees of the exchange notes.

        While any obligations under the new senior secured credit facilities remain outstanding, any guarantee of the exchange notes may be released without action by, or consent of, any holder of the exchange notes or the trustee under the indenture governing the notes, at the discretion of lenders under the new senior secured credit facilities, if the related guarantor is no longer a guarantor of obligations under the new senior secured credit facilities. See "Description of Notes." The lenders under the new senior secured credit facilities will have the discretion to release the guarantees under the new senior secured credit facilities in a variety of circumstances. You will not have a claim as a creditor against any subsidiary that is no longer a guarantor of the exchange notes, and the indebtedness and other liabilities, including trade payables, whether secured or unsecured, of those subsidiaries will effectively be senior to claims of noteholders.

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Federal and state statutes allow courts, under specific circumstances, to void the guarantees, subordinate claims in respect of the guarantees and require note holders to return payments received from the guarantors.

        Our existing and future domestic subsidiaries that guarantee the obligations under our new senior secured credit facilities will guarantee our obligations under the exchange notes. The issuance of the guarantees by the guarantors may be subject to review under state and federal laws if a bankruptcy, liquidation or reorganization case or a lawsuit, including in circumstances in which bankruptcy is not involved, were commenced at some future date by, or on behalf of, our unpaid creditors or the unpaid creditors of a guarantor. Under the federal bankruptcy laws and comparable provisions of state fraudulent transfer laws, a court may void or otherwise decline to enforce a guarantor's guarantee, or subordinate such guarantee to such guarantor's existing and future indebtedness. While the relevant laws may vary from state to state, a court might do so if it found that when a guarantor entered into its guarantee or, in some states, when payments became due under such guarantee, such guarantor received less than reasonably equivalent value or fair consideration and either:

•

was insolvent or rendered insolvent by reason of such incurrence;



•

was engaged in a business or transaction for which such guarantor's remaining assets constituted unreasonably small capital; or



•

intended to incur, or believed that such guarantor would incur, debts beyond such guarantor's ability to pay such debts as they mature.

        The court might also void a guarantee, without regard to the above factors, if the court found that a guarantor entered into its guarantee with actual intent to hinder, delay or defraud its creditors. In addition, any payment by a guarantor pursuant to its guarantees could be voided and required to be returned to such guarantor or to a fund for the benefit of such guarantor's creditors. A court would likely find that a guarantor did not receive reasonably equivalent value or fair consideration for such guarantee if such guarantor did not substantially benefit directly or indirectly from the issuance of the notes. If a court were to void a guarantee, you would no longer have a claim against the guarantor. Sufficient funds to repay the exchange notes may not be available from other sources, including the remaining guarantors, if any. In addition, the court might direct you to repay any amounts that you already received from any guarantor.

        The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a guarantor would be considered insolvent if:

•

the sum of such guarantor's debts, including contingent liabilities, was greater than the fair saleable value of such guarantor's assets; or



•

if the present fair saleable value of such guarantor's assets were less than the amount that would be required to pay such guarantor's probable liability on such guarantor's existing debts, including contingent liabilities, as they become absolute and mature; or



•

such guarantor could not pay such guarantor's debts as they become due.

        To the extent a court voids any of the guarantees as fraudulent transfers or holds any of the guarantees unenforceable for any other reason, holders of exchange notes would cease to have any direct claim against the applicable guarantor. If a court were to take this action, a guarantor's assets would be applied first to satisfy such guarantor's liabilities, if any, before any portion of its assets could be applied to the payment of the exchange notes.

        Each guarantee will contain a provision intended to limit a guarantor's liability to the maximum amount that it could incur without causing the incurrence of obligations under its guarantee to be a fraudulent transfer. This provision may not be effective to protect the guarantees from being voided

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under fraudulent transfer law, or may reduce the guarantor's obligation to an amount that effectively makes the guarantee worthless. The indenture governing the notes will permit us and our restricted subsidiaries to incur substantial additional indebtedness in the future, including senior secured indebtedness.

Your ability to transfer the notes may be limited by the absence of an active trading market, and there is no assurance that any active trading market will develop for the exchange notes.

        We are offering the exchange notes to the holders of the outstanding notes. The outstanding notes were offered and sold in November 2006 to institutional investors and are eligible for trading in the PORTAL market.

        We do not intend to apply for a listing of the exchange notes on a securities exchange or on any automated dealer quotation system. There is currently no established market for the exchange notes and we cannot assure you as to the liquidity of markets that may develop for the exchange notes, your ability to sell the exchange notes or the price at which you would be able to sell the exchange notes. If such markets were to exist, the exchange notes could trade at prices that may be lower than their principal amount or purchase price depending on many factors, including prevailing interest rates, the market for similar notes, our financial and operating performance and other factors. The initial purchasers in the private offering of the outstanding notes have advised us that they currently intend to make a market with respect to the exchange notes. However, these initial purchasers are not obligated to do so, and any market making with respect to the exchange notes may be discontinued at any time without notice. In addition, such market making activity may be limited during the pendency of the exchange offer or the effectiveness of a shelf registration statement in lieu thereof. Therefore, we cannot assure you that an active market for the exchange notes will develop or, if developed, that it will continue. Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the notes. The market, if any, for the exchange notes may experience similar disruptions and any such disruptions may adversely affect the prices at which you may sell your exchange notes.

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THE TRANSACTIONS

The Merger

        On June 30, 2006, RTI entered into the Merger Agreement with Grand Slam Holdings and Merger Sub, formed by investment funds affiliated with Blackstone, pursuant to which the parties agreed to consummate the Merger, subject to the terms and conditions therein, with RTI continuing as the surviving corporation and a wholly owned subsidiary of Grand Slam Holdings.

        The Merger was approved at the special shareholders' meeting of RTI held on November 2, 2006, by shareholders holding at least a majority of RTI's outstanding common stock. The Merger became effective on November 3, 2006. As a result of the Merger, investment funds affiliated with Blackstone control RTI.

        Upon the consummation of the Merger, the former stockholders of RTI received an aggregate of $476.8 million in cash (or $16.46 ($6.55 before giving effect to the share adjustments) in cash for each share of common stock of RTI they then held). In addition, except for the management rollover options described below, each outstanding option to purchase shares of RTI's common stock which was vested or which by its terms would have become vested at the effective time of the Merger, was cancelled in exchange for the right to receive, for each share of RTI's common stock issuable upon exercise of such option, cash in the amount equal to the excess, if any, of $16.46 ($6.55 before giving effect to the share adjustments) over the exercise price per share of any such option, multiplied by the number of shares of RTI's common stock for which such option was exercisable immediately prior to the effective time of the Merger. Former holders of options to purchase RTI's common stock received an aggregate of $5.7 million in cash in exchange for their options after the effective time of the Merger. Options to purchase shares of common stock of RTI owned by RTI's executive officers which had not been exercised at or prior to the effective time of the Merger continued to remain as options to purchase approximately 805,000 of the outstanding shares of RTI's common stock after the Merger. The fair value assigned to these management rollover options in purchase accounting was $6.9 million.

        In addition, we adopted a new stock option plan in connection with the Merger, pursuant to which our executive officers and certain other employees were granted new options. See "Management—Executive Compensation" for a description of the new stock option plan.

        In connection with the Merger, we caused approximately $482.5 million of cash to be paid to RTI's stockholders and holders of stock options (other than the management rollover options), and we repaid approximately $338.6 million of RTI's existing indebtedness (including accrued interest) consisting of the old senior secured credit facilities and the 9.75% notes, and paid approximately $80.3 million of related fees and expenses. The Merger, the repayment of indebtedness and the payment of related fees and expenses were financed by $4.4 million of cash on hand of RTI, a cash equity contribution of approximately $357.0 million from affiliates of Blackstone, term loan borrowings of $340.0 million under our new senior secured credit facilities and the net proceeds from the issuance of the outstanding notes.

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Corporate Structure

        The following diagram illustrates our current corporate structure. As a result of the consummation of the Transactions, RTFL indirectly owns all of the operating assets of RTI prior to the Merger.

(1)

Represents cash equity contributed by investment funds affiliated with Blackstone. In addition, management participants contributed approximately $6.9 million of equity in the form of management rollover options, which is calculated based on options to acquire approximately 805,000 shares of RTI's common stock with an average exercise price of $12.22 per share. Additionally, as a result of the Cefar Acquisition, Cefar received approximately $9.5 million in shares of RTI's common stock as part of the purchase price. See "Management—Executive Compensation" for additional information regarding the management rollover options and "—Management's Discussion and Analysis of Financial Condition and Results of Operations—Recent Acquisitions and Dispositions—Acquisitions" for additional information regarding the Cefar Acquisition.

(2)

The obligations under our new senior secured credit facilities are guaranteed by ReAble Therapeutics Holdings LLC and all of RTFL's existing and future direct and indirect wholly owned domestic subsidiaries, subject to certain exceptions. The outstanding notes are guaranteed by all of RTFL's subsidiaries, other than Finco, that guarantee the obligations under our new senior secured credit facilities. See "Description of Other Indebtedness—New Senior Secured Credit Facilities."

(3)

Upon the closing of the Transactions, we entered into new senior secured credit facilities, consisting of a $50.0 million revolving credit facility, with a six-year maturity, and a $350.0 million term loan facility, with a seven-year maturity, which includes the $10.0 million of term loan borrowings we incurred at the closing of the Transactions to finance a portion of the cash purchase price for the Cefar Acquisition. We did not have any outstanding borrowings under the revolving

44

credit facility on the closing date of the Transactions. See "Description of Other Indebtedness—New Senior Secured Credit Facilities."

(4)

RTFL is a co-issuer, along with Finco, of the outstanding notes. Finco was formed solely to act as a co-issuer of the outstanding notes, has only nominal assets and does not conduct any operations. See "Description of Notes."

New Senior Secured Credit Facilities

        Concurrently with the closing of the Transactions, we entered into new senior secured credit facilities consisting of a $50.0 million revolving credit facility and a $350.0 million term loan facility, which includes the $10.0 million of term loan borrowings we incurred at the closing of the Transactions to finance a portion of the cash purchase price for the Cefar Acquisition. See "Description of Other Indebtedness—New Senior Secured Credit Facilities" for a description of the material terms of our new senior secured credit facilities.

Tender Offer and Consent Solicitation

        On October 13, 2006, we commenced a cash tender offer to purchase any and all of the outstanding $165.0 million aggregate principal amount of 9.75% notes issued by our then existing subsidiary, Encore IHC, and guaranteed by RTI and certain of the subsidiaries of Encore IHC. In connection with the 9.75% notes tender offer, we also solicited the consent of the holders of the 9.75% notes to amend the indenture governing the 9.75% notes to eliminate substantially all restrictive covenants (except certain covenants relating to asset sale and change of control offers) and certain events of default, amend certain provisions of covenants relating to the merger and consolidation of RTI, Encore IHC and the subsidiary guarantors and make changes to certain terms of the defeasance and satisfaction and discharge provisions (and make related changes in the 9.75% notes and delete the form of supplemental indenture for any subsequent guarantors).

        The total consideration offered for each $1,000 principal amount of the 9.75% notes was determined using a fixed spread pricing formula based upon the yield on the price determination date of the 4⁵/8% U.S. Treasury Note due September 30, 2008 plus a spread of 50 basis points. The total consideration offered for the 9.75% notes included a consent payment of $30.00 in cash for each $1,000 principal amount of the 9.75% notes. In addition, holders of 9.75% notes were paid accrued and unpaid interest on their 9.75% notes from the last interest payment date to, but not including, the applicable payment date for the 9.75% notes tender offer. All of the 9.75% notes were purchased on November 3, 2006, the closing date of the Transactions, and the purchase price for the 9.75% notes purchased in the 9.75% notes tender offer (including the consent payment and accrued interest payable) was $1,132.49 per $1,000 aggregate principal amount of 9.75% notes.

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USE OF PROCEEDS

        We will not receive any cash proceeds from the issuance of the exchange notes pursuant to the exchange offer. In consideration for issuing the exchange notes as contemplated in this prospectus, we will receive in exchange a like principal amount of outstanding notes, the terms of which are identical in all material respects to the exchange notes. The outstanding notes surrendered in exchange for the exchange notes will be retired and cancelled and cannot be reissued. Accordingly, the issuance of the exchange notes will not result in any change in our capitalization.

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CAPITALIZATION

        The following table sets forth our cash and cash equivalents and capitalization as of December 31, 2006. The information in the following table should be read in conjunction with "The Transactions," "Selected Historical Consolidated Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the historical financial statements included elsewhere in this prospectus.

		As of December 31, 2006
		(Dollars in millions)
Cash and cash equivalents		$	31.7
Long-term Debt:
New senior secured credit facilities(1):
	Revolving credit facility	$	—
	Term loan facility		349.1
Outstanding notes			200.0
Capital lease obligations and other debt			5.4
	Total debt		554.5
Membership Equity			335.2
	Total capitalization	$	889.7

(1)

Upon the closing of the Transactions, we entered into new senior secured credit facilities, consisting of a $50.0 million revolving credit facility with a six-year maturity and a $350.0 million term loan facility with a seven-year maturity which includes the $10.0 million of term loan borrowings we incurred at the closing of the Transactions to finance a portion of the cash purchase price for the Cefar Acquisition. See "Description of Other Indebtedness—New Senior Secured Credit Facilities."

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

        The following unaudited pro forma condensed combined statement of operations for the year ended December 31, 2006 is based on the Predecessor's audited financial statements for the period from January 1, 2006 to November 3, 2006 and the Successor's audited financial statements for the period from November 4, 2006 to December 31, 2006 appearing elsewhere in this prospectus, as adjusted to combine these financial statements of the Predecessor and the Successor on a historical basis and to illustrate the estimated pro forma effects of the Compex Acquisition and the Transactions as if they had occurred on January 1, 2006.

        The Compex Acquisition described in "Management's Discussion and Analysis of Financial Condition and Results of Operations—Recent Acquisitions and Dispositions—Acquisitions," was completed on February 24, 2006. Subsequent to the Compex Acquisition, we disposed of Slendertone, a business unit of Compex, on June 30, 2006 which has been treated as a discontinued operation in the statements of operations of the Predecessor and the Successor. Pro forma adjustments have been made to the historical combined statement of operations for the year ended December 31, 2006 as if the Compex Acquisition had been completed on January 1, 2006. Information to accomplish this was obtained from Compex's unaudited financial statements for the period from January 1, 2006 to February 23, 2006. Compex's results of operations have been included in our historical statements of operations from the date of the Compex Acquisition on February 24, 2006.

        The Transactions were accounted for using the purchase method of accounting. The total purchase price was allocated to our net tangible and identifiable intangible assets based on their estimated fair values as of November 3, 2006. The excess of the purchase price over the net tangible and identifiable intangible assets was recorded as goodwill. The preliminary allocation of the purchase price was based upon preliminary valuation and other data and the estimates and assumptions are subject to change, based on the finalization of the asset and liability valuation analyses.

        The unaudited pro forma adjustments are based upon available information and certain assumptions that we believe are reasonable under the circumstances. The unaudited pro forma condensed combined statement of operations is presented for informational purposes only. The unaudited pro forma condensed combined statement of operations do not purport to represent what our results of operations would have been had the Compex Acquisition and the Transactions actually occurred on the dates indicated and they do not purport to project our results of operations for any future period.

        The unaudited pro forma condensed combined statement of operations should be read in conjunction with the information contained in "The Transactions," "Selected Historical Consolidated Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the historical financial statements and related notes thereto appearing elsewhere in this prospectus. All pro forma adjustments and their underlying assumptions are described in the accompanying notes, which should be read in conjunction with the unaudited pro forma condensed combined statement of operations.

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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2006

		Predecessor January 1, 2006 through November 3, 2006			Successor November 4, 2006 through December 31, 2006			Combined			Adjustments for the Compex Acquisition(a)			Adjustments for the Transactions			Pro Forma
								(Dollars in thousands)
Net sales		$	304,383		$	57,902		$	362,285		$	12,994		$	—		$	375,279
Cost of sales			126,754			26,724			153,478			4,406			(3,077	)(b)		154,807
	Gross margin		177,629			31,178			208,807			8,588			3,077			220,472
Operating expenses:
	Selling, general and administrative		185,655			45,197			230,852			10,038			15,414	(c)		233,634
															1,622	(d)
															(9,792	)(e)
															(14,500	)(f)
Research and development			14,772			28,128			42,900			(3,192	)		(25,200	)(g)		14,508
Operating income (loss)			(22,798	)		(42,147	)		(64,945	)		1,742			35,533			(27,670	)
Other income (expense):
Interest income			527			312			839			—			—			839
Interest expense			(26,008	)		(8,611	)		(34,619	)		(54	)		(20,303	)(h)		(54,976	)
Other income (expense), net			(23	)		133			110			5			—			115
Loss on early extinguishment of debt			(9,154	)		—			(9,154	)		—			9,154(i	)		—
Income (loss) from continuing operations before income taxes and minority interests			(57,456	)		(50,313	)		(107,769	)		1,693			24,384			(81,692	)
Benefit for income taxes			(11,452	)		(8,756	)		(20,208	)		(781	)		(319	)(j)		(21,308	)
Minority interests			158			39			197			—			—			197
Income (loss) from continuing operations		$	(46,162	)	$	(41,596	)	$	(87,758	)	$	2,474		$	24,703		$	(60,581	)

See accompanying notes to the Unaudited Pro Forma Condensed Combined Statement of Operations

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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
(dollars in thousands)

        (a)   We consummated the Compex Acquisition on February 24, 2006. As part of the Compex Acquisition, we acquired Slendertone, which was disposed of on June 30, 2006. This has been recognized as a discontinued operation in the statements of operations of the Predecessor and Successor.

	Historical Compex(1)(2)			Divestiture of Slendertone			Pro Forma Adjustments			Total Pro Forma Adjustments for Compex Acquisition
Net sales	$	17,698		$	(4,704	)	$	—		$	12,994
Cost of sales		8,043			(2,791	)		(846	)(3)		4,406
Gross margin		9,655			(1,913	)		846			8,588
Operating expenses:
Selling, general and administrative		11,970			(1,838	)		(94	)(4)		10,038
Research and development		705			—			(3,897	)(5)		(3,192	)
Operating income (loss)		(3,020	)		(75	)		4,837			1,742
Other income (expense):
Interest income		—			—			—			—
Interest expense		(228	)		—			174	(6)		(54	)
Other income (expense), net		5			—			—			5
Income (loss) from continuing operations before income taxes and minority interests		(3,243	)		(75	)		5,011			1,693
Provision (benefit) for income taxes		(1,183	)		(32	)		434	(7)		(781	)
Minority interests		—			—			—			—
Income (loss) from continuing operations	$	(2,060	)	$	(43	)	$	4,577		$	2,474

(1)

Reflects the results of Compex from January 1, 2006 to February 23, 2006, the period prior to the date of the Compex Acquisition.

(2)

Compex results for the period from January 1, 2006 to February 23, 2006 have been adjusted to exclude approximately $2.5 million of charges related to compensation expense resulting from the acceleration of vesting of stock options associated with the Compex Acquisition, the severance payments and incentive bonuses earned as a result of the Compex Acquisition, and related income tax effect.

(3)

Elimination of expense related to inventory step-up to fair value resulting from the purchase price allocation for the Compex Acquisition.

(4)

Elimination of amortization expense on intangible assets of Compex.

(5)

Elimination of expense for the acquired in-process research and development (IPR&D) resulting from the Compex Acquisition.

(6)

Elimination of interest expense related to the portion of Compex debt that was repaid immediately after the Compex Acquisition.

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(7)

Reflects the pro forma tax effect of the Compex pro forma adjustments at an estimated statutory tax rate of 39%. The tax adjustment excludes the adjustment related to IPR&D as this item was expensed on a pre-tax basis.

		Year Ended December 31, 2006
Total pro-forma adjustments (excluding IPR&D)		$	1,114
Tax rate			39	%
	Tax effect of pro-forma adjustments	$	434

        (b)   Elimination of cost of sales recognized in the Successor's statement of operations related to the inventory step-up to fair value resulting from the purchase price allocation to record the Transactions.

        (c)   Reflects the annualized impact of increased amortization expense of intangible assets which were written up to fair value during the purchase price allocation to record the Transactions:

		Year Ended December 31, 2006
Estimated annual amortization expense		$	25,414
Less: historical amortization expense of Successor			(4,035	)
Less: historical amortization expense of Predecessor			(5,965	)
	Pro forma adjustment	$	15,414

        (d)   Reflects the annualized impact of increased depreciation expense related to property and equipment which were written up to fair value as part of the Transactions:

		Year Ended December 31, 2006
Estimated annual depreciation expense		$	1,943
Less: historical depreciation expense of Successor			(321	)
	Pro forma adjustment	$	1,622

        (e)   Elimination of $10.5 million of stock-based compensation expense of which $7.5 million was associated with the accelerated vesting of stock options which occurred as a result of the change in control in connection with the completion of the Transactions. For treatment of options in connection with the Transactions see further discussion in "The Transactions" section. In addition, selling, general, and administrative expense is adjusted to reflect the annualized impact of increased compensation expense of $0.7 million as a result of the associated vesting of the time-based options under the new stock option plan described in "Executive Compensation-Compensation Discussion and Analysis." No amounts have been included for the performance-based options as achievement of underlying criteria is uncertain.

        (f)    Elimination of expenses recorded in the Predecessor and Successor's financial statements incurred in connection with the Transactions that will not have a continuing impact.

        (g)   Elimination of expenses related to acquired IPR&D in connection with the Transactions which has been recorded in the Successor's financial statements.

        (h)   Reflects pro forma interest expense resulting from our new capital structure (using applicable LIBOR rates at March 31, 2007) and reflects the annualized impact of increased non-cash interest

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expense related to estimated capitalized debt issuance costs that are being amortized over the term of the related facility:

	Year ended December 31, 2006
	Balance		Rate		Interest expense
Revolving credit facility—commitment fee*	$	50,000	0.50	%	$	250
Term loan facility		350,000	7.78	%		27,230
The notes		200,000	11.75	%		23,500
Total annual cash interest expense					$	50,980
Less: Successor interest expense						(7,895	)
Less: Predecessor interest expense						(25,891	)
Pro forma adjustment						17,194
Estimated annual amortization expense					$	3,763
Less: Successor amortization expense						(654	)
Pro forma adjustment					$	3,109
Total pro forma adjustment					$	20,303

*

As of December 31, 2006 and March 31, 2007, $50 million was available under the revolving credit facility.

        The interest rate on the term loan facility is variable and was determined using a weighted-average LIBOR rate of 5.28% plus an applicable margin of 2.5%. The terms of the new senior secured credit facilities require a fee of 0.5% for all undrawn amounts under the revolving credit facility. In the event that the interest rate on the term loan facility was to increase or decrease by ¹/8 of 1%, the amount of pre-tax interest expense would increase or decrease by $0.4 million for the year ended December 31, 2006. See "Description of Other Indebtedness—New Senior Secured Credit Facilities" for more information.

        (i)    Elimination of the write-off of the Predecessor's debt issuance and debt discount costs.

        (j)    Reflects the pro forma tax effect of the pro forma adjustments at an estimated statutory tax rate of 39%. The tax adjustment excludes the adjustment related to IPR&D as this item was expensed on a pre-tax basis.

	Year Ended December 31, 2006
Total pro forma adjustments (excluding IPR&D)	$	817
Statutory tax rate		39	%
Tax effect of pro-forma adjustments	$	319

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SELECTED HISTORICAL CONSOLIDATED AND COMBINED FINANCIAL DATA

        Set forth below is selected historical consolidated and combined financial data of our business, at the dates and for the periods indicated. The selected historical financial data as of December 31, 2005 and for the fiscal years ended December 31, 2004 and 2005 and the period from January 1, 2006 through November 3, 2006 have been derived from the Predecessor's historical consolidated financial statements included elsewhere in this prospectus, which have been audited by KPMG LLP, an independent registered public accounting firm. The Predecessor's selected historical financial data as of December 31, 2002 and 2003 and for each of the years ended December 31, 2002 and 2003 presented in the table below have been derived from the Predecessor's audited consolidated financial statements that are not included in this prospectus. The selected historical financial data for the period from November 4 through December 31, 2006 and as of December 31, 2006 have been derived from the Successor's historical consolidated financial statements included elsewhere in this prospectus, which have been audited by KPMG LLP, an independent registered public accounting firm.

        During the periods presented below, we have made various acquisitions, including most recently, the acquisition of Compex Technologies, Inc. (the "Compex Acquisition") completed on February 24, 2006 and the Cefar Acquisition completed on November 7, 2006, and the results for the acquired businesses are included in our historical financial statements from the date of their respective acquisitions. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Recent Acquisitions and Dispositions—Acquisitions" for a description of our recent acquisitions.

        The selected historical consolidated and combined financial data should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our historical consolidated financial statements and related notes appearing elsewhere in this prospectus.

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	Predecessor												Successor			Combined
	Year ended December 31,									January 1 through November 3, 2006			November 4 through December 31, 2006			Year Ended December 31, 2006(1)(5)
	2002(2)		2003			2004(3)		2005(4)
	(Dollars in thousands)															(unaudited)
Statement of Operations Data:
Net sales	$	78,034	$	93,029		$	148,081	$	293,726	$	304,383		$	57,902		$	362,285
Gross margin		40,648		48,766			82,139		178,946		177,629			31,178			208,807
Income (loss) from continuing operations		655		(1,769	)		5,128		9,347		(46,162	)		(41,596	)		(87,758	)
Net income (loss)(6)	$	6	$	(2,517	)	$	5,527	$	12,330	$	(46,776	)	$	(41,634	)	$	(88,410	)
Other Financial Data:
Depreciation and amortization of intangibles	$	3,716	$	3,468		$	6,027	$	13,749	$	14,804		$	6,404		$	21,208
Ratio of earnings to fixed charges(7)		1.18x		—			2.12x		1.52x		—			—			—
Balance Sheet Data (at period end):
Cash and cash equivalents	$	253	$	10,074		$	19,889	$	17,200				$	31,679
Total assets		93,755		136,380			552,139		552,037					1,060,636
Long-term debt, net of current portion		34,129		5,383			307,207		307,794					548,037
Stockholders' equity/membership equity		41,029		113,109			160,317		167,107					335,208

(1)

The unaudited combined results for the fiscal year ended December 31, 2006 represent the combination of the Predecessor period from January 1, 2006 through November 3, 2006 and the Successor period from November 4, 2006 through December 31, 2006. This combination does not comply with GAAP, but is presented because we believe it provides the most meaningful comparison of our results.

(2)

The 2002 data includes $46.1 million in sales related to the Orthopedic Rehabilitation Division as a result of our acquisition of Chattanooga Group, Inc. on February 8, 2002.

(3)

The 2004 data includes $41.4 million in sales related to the Orthopedic Rehabilitation Division as a result of the Empi Acquisition on October 4, 2004.

(4)

The 2005 data includes $5.3 million in sales related to the Surgical Implant Division as a result of the OTI Acquisition on February 22, 2005.

(5)

The 2006 (combined basis) data includes $34.3 million in sales related to the Orthopedic Rehabilitation Division as a result of the Compex Acquisition on February 24, 2006 for the period from February 24, 2006 through July 31, 2006. Subsequent to July 31, 2006, Compex sales were combined with Empi sales. The 2006 (combined basis) data also included $2.9 million in sale related to the Orthopedic Rehabilitation Division as a result of the Cefar Acquisition on November 7, 2006. See Notes 16 and 17 of the consolidated financial statements for additional information related to these acquisitions.

(6)

Amounts for net income (loss) include results of our orthopedic soft goods and Slendertone product lines through the date of their respective disposition. See Note 21 of the consolidated financial statements for additional information related to these dispositions.

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(7)

For purposes of calculating the ratio of earnings to fixed charges, (a) earnings consist of income (loss) before provision (benefit) for income taxes plus fixed charges and (b) fixed charges is defined as interest expense (including capitalized interest, amortization of debt issuance costs and amortization of debt discount) and the estimated portion of rent expense deemed by management to represent the interest component of rent expense. For the Predecessor year ended December 31, 2003, the Predecessor period from January 1, 2006 through November 3, 2006 and the Successor period November 4 through December 31, 2006, our earnings were insufficient to cover fixed charges by $2.3 million, $57.7 million and $50.4 million respectively.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our results of operations and financial condition includes the Predecessor periods prior to the consummation of the Transactions. We refer to the operations of both the Predecessor and the Successor as ours, unless specifically stated otherwise. In addition, the following discussion and analysis of our results of operations and financial condition covers periods prior and subsequent to the Compex Acquisition and the Cefar Acquisition, which were consummated on February 24, 2006 and November 7, 2006, respectively. The results of Compex and its subsidiaries and the results of Cefar and its subsidiaries have been included in our consolidated statement of operations since the respective dates of their acquisitions. Accordingly, the following discussion and analysis does not reflect the full impact of the Transactions or the results of Compex and its subsidiaries or the results of Cefar and its subsidiaries.

You should read the following discussion of our results of operations and financial condition with the "Unaudited Pro Forma Condensed Consolidated Financial Information," "Selected Historical Consolidated and Combined Financial Data" and our audited historical consolidated financial statements and related notes thereto included elsewhere in this prospectus. This discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described in the "Risk Factors" section of this prospectus. Our actual results may differ materially from those contained in any forward-looking statements.

Overview

        We are a diversified orthopedic device company that develops, manufactures and distributes a comprehensive range of high-quality orthopedic devices used for rehabilitation, pain management and physical therapy. We also develop, manufacture and distribute a wide range of surgical reconstructive implant products. Our products are used by orthopedic specialists, physicians, physical therapists, and other healthcare professionals to treat patients with musculoskeletal conditions resulting from degenerative diseases, deformities, traumatic events and sports-related injuries. In addition, many of our non-invasive medical devices and related accessories are used primarily by patients for at-home physical therapy. We currently develop, manufacture and distribute our products through the following two operating divisions:

•

Orthopedic Rehabilitation Division. We market our orthopedic rehabilitation products through two brands in the United States: Chattanooga Group and Empi; and three brands in Europe; Compex, Cefar and Ormed. These products are non-invasive medical devices that are used before and after surgery to assist in the repair and rehabilitation of soft tissue and bone and to protect against injury, such as at-home and clinical electrotherapy, patient care and CPM devices used to treat pain and restore muscle function, physical therapy tables, home and clinical traction products, iontophoretic devices and chiropractic treatment tables used to treat joint and spine conditions. Our Orthopedic Rehabilitation Division accounted for approximately 83.7% of our net sales and 80.1% of our gross profit for the year ended December 31, 2006 (combined basis).



•

Surgical Implant Division. Our Surgical Implant Division develops, manufactures and markets a wide variety of products that serve the orthopedic reconstructive joint implant market. These products include knee, hip and shoulder reconstructive products, along with the instruments used by surgeons to perform orthopedic reconstructive surgery. Our Surgical Implant Division accounted for approximately 16.3% of our net sales and 19.9% of our gross profit for the year ended December 31, 2006 (combined basis).

        Our two divisions enable us to reach a diverse customer base through multiple distribution channels and give us the opportunity to provide a wide range of orthopedic devices and related

56

products to orthopedic specialists operating in a variety of patient treatment settings. These two divisions constitute our two reportable segments. See Note 12 to our audited consolidated financial statements for further information regarding our segments.

        We are subject to regulation by the FDA with respect to sales of our products in the United States, and we must, in many cases, obtain FDA authorization to market our products before they can be sold in the United States. Additionally, we are subject to similar regulations in many of the foreign countries in which we sell products.

        The nature of our business requires significant allocation of resources to investment in accounts receivable, inventory, new product development and debt servicing. We have a diverse group of customers to whom we sell our products. In order to collect our revenues, we employ a variety of processes tailored to meet the needs of our customers. In addition, our customers expect us to maintain sufficient inventory on hand at all times to meet their needs. Many of our domestic customers require consignment product to be placed at or near their respective locations. Our remaining customers across all product lines demand short delivery schedules for their orders. Finally, we place an emphasis on our research and development efforts for new products.

The Transactions

        As described under "The Transactions," on November 3, 2006, we consummated the Transactions. The total purchase price for the Merger was approximately $528.9 million and consisted of $482.5 million paid to former holders of shares of RTI's common stock and options to purchase shares of common stock of RTI, $6.9 million related to the fair value of the management rollover options, and $39.5 million in direct acquisition costs which were capitalized in the balance sheet as goodwill at December 31, 2006.

        The Transactions were accounted for as a purchase under the guidance set forth in Statement of Financial Accounting Standards No. 141 "Business Combinations." In addition, the fair value basis from Grand Slam Holdings was "pushed down" to RTI for all assets acquired and liabilities assumed in the transaction. In this prospectus, the consolidated statements of operations, changes in stockholders' equity/membership equity and comprehensive income (loss), and cash flows are presented for two periods: the Predecessor and the Successor, which relate to the period preceding the Transactions and the period succeeding the Transactions, respectively. We have prepared our discussion of the results of operations by comparing the mathematical combination, without making any pro forma adjustments, of the Successor and the Predecessor periods, which have been consolidated in a materially consistent manner, for the year ended December 31, 2006 to the year ended December 31, 2005. Although this presentation does not comply with generally accepted accounting principles ("GAAP") and the Predecessor and the Successor periods have been prepared using different basis of presentation due to the application of purchase accounting, we believe it provides the most meaningful comparison of our results. The combined operating results have not been prepared as pro forma results under applicable regulations, may not reflect the actual results we would have achieved absent the Transactions and may not be predictive of future results of operations.

        The following capitalization and financing transactions occurred in connection with the Merger:

•

Investment funds affiliated with Blackstone made a cash equity investment of $357.0 million which was used to acquire a portion of the outstanding shares of common stock and the outstanding options to acquire common stock of RTI;



•

RTFL entered into the new senior secured credit facilities that provided for a new senior secured term loan facility of $350.0 million (including $10.0 million used to finance a portion of the cash purchase price for the Cefar Acquisition), all of which was borrowed at closing of the

57

Transactions, and a new revolving credit facility of $50 million, of which no amount was drawn at the closing of the Transactions; and

•

RTFL and Finco, as co-issuers, issued and sold $200.0 million aggregate principal amount of the 11.75% notes.

        The proceeds from the capitalization and financing transactions described above were used, together with RTI's cash on hand, to:

•

pay cash of approximately $482.5 million to holders of the outstanding shares of common stock of RTI and the outstanding stock options of RTI (other than the management rollover options);



•

repay approximately $338.6 million of existing indebtedness (including accrued interest) consisting of the old senior credit facilities and the 9.75% notes;



•

pay the fees and expenses of the Merger and the related debt financing transactions of approximately $54.0 million and $20.8 million, respectively. Of the approximate $54.0 million fees and expenses related to the Merger, $13.4 million and $1.1 million was expensed as selling, general and administrative expense in our statements of operations for the period from January 1, 2006 to November 3, 2006 and the period from November 4, 2006 to December 31, 2006, respectively, and $39.5 million, including $20.4 million of tender premium and consent fees, were capitalized in purchase accounting and included in the consolidated balance sheet as goodwill at December 31, 2006. The fees and expenses related to the debt financing transactions have been capitalized as deferred debt issuance costs in the consolidated balance sheet at December 31, 2006 and are being amortized over the terms of the related debt instruments; and



•

pay $5.5 million of retention bonuses to certain of our executive officers, which was recorded as a selling, general and administrative expense in the Successor's statement of operations.

        The Predecessor's statement of operations for the period from January 1, 2006 through November 3, 2006 reflect certain items related to the closing of the Merger including, but not limited to, the following:

•

recognition by RTI of approximately $7.5 million of stock-based compensation expense associated with the accelerated vesting of stock options which occurred as a result of the change in control in connection with the consummation of the Merger;



•

recognition by RTI of approximately $9.2 million of expense for unamortized debt issuance and debt discount costs associated with the old senior credit facilities and the 9.75% notes;



•

recognition by RTI of approximately $0.4 million of gain due to the termination of interest rate swap agreements as a result of the repayment of indebtedness under the old senior credit facilities; and



•

recognition by RTI of $13.4 million of costs incurred related to the Transactions, which costs are reflected in selling, general and administrative expenses.

        In addition, in connection with the Merger, we recomputed the shares of RTI's common stock to reflect the 62.8 to 1 share recomputation such that every 62.8 shares of RTI's common stock outstanding prior to the Merger was recomputed as 1 share of RTI's common stock. Subsequently, on November 8, 2006, following the closing of the Merger, we effected a 25 for 1 stock split, which resulted in every 1 share of RTI's common stock becoming 25 shares of RTI's common stock. All share information in this prospectus for all periods presented retroactively reflect these adjustments.

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Recent Acquisitions and Dispositions

Acquisitions

        In recent years, our growth has been driven both by the introduction of products facilitated by our research and development efforts and selected acquisitions of businesses or products in the orthopedic devices industry.

        On November 7, 2006, RTI, through a subsidiary, acquired Cefar, a leading European provider of electrotherapy and rehabilitation devices. Cefar markets electrotherapy devices used for chronic pain, for women's health (labor pain, incontinence, dysmenorrhea), for electroacupuncture, and for other rehabilitation activities. Subsequent to the 2006 year end, we began the process of integrating the operations of Cefar with those of Compex SA, the European subsidiary of Compex. Our strategy for the merged company is to develop both the professional/medical and consumer markets for electro stimulation across Europe and internationally, continuing to sell products under both the Cefar and Compex brands. The purchase price for Cefar of $23.2 million was comprised of $12.5 million in cash, issuance of 573,134 shares of RTI's common stock valued at $9.5 million, and payment of approximately $1.2 million in acquisition costs. In addition, we also assumed Cefar's existing debt of approximately $3.8 million. The cash portion of the acquisition was funded with $10.0 million of term loan borrowings under our new senior secured credit facilities and cash on hand.

        On February 24, 2006, we completed the acquisition of Compex. Compex manufactured and sold a broad line of TENS and NMES products used for pain management, rehabilitation, fitness and sports performance enhancement in clinical, home healthcare, sports and occupational medicine settings. We paid a total purchase price of approximately $102.9 million, comprised of approximately 7.3 million shares of RTI's common stock valued at approximately $90.0 million in exchange for all of the outstanding common stock of Compex, options to purchase approximately 0.9 million shares of RTI's common stock valued at $9.3 million in exchange for all of the outstanding options to purchase common stock of Compex, and $3.6 million in acquisition costs. We also borrowed approximately $25.3 million under the old senior credit facilities in connection with the acquisition, and used $17.3 million for repayment of Compex's existing debt with the balance used for working capital.

        We are in the process of implementing our integration plans with respect to the Compex Acquisition which include, among other things, integration of the Compex sales force, information technology systems and facilities into our existing operations in Minnesota and South Dakota. We closed the Compex billing operations located in Tampa, Florida on January 31, 2007 and have integrated those operations into our existing operations in St. Paul Minnesota. We also closed Compex's headquarters located in New Brighton, Minnesota on December 31, 2006. This facility housed all of Compex's corporate activities including administration, finance, sales and marketing, research and development and manufacturing. These restructuring efforts included the termination of approximately 225 employees, the vacating of our Tampa facility and the termination of our lease, and the vacating of our New Brighton facility which was sold for total gross proceeds of $2.7 million on March 26, 2007.

        In February 2005, we acquired substantially all of the assets of OTI, which added several total knee and hip implant products to our Surgical Implant Division's product offerings. The total purchase price for the OTI asset acquisition was approximately $15.7 million and was comprised of approximately $14.5 million payable in cash to OTI and $1.2 million in purchase costs. We borrowed $14.7 million from the old senior credit facilities to finance the OTI asset acquisition.

        In October 2004, we acquired Empi, which added non-invasive medical devices and accessories that are primarily used by patients for at-home therapy to the existing product lines offered by our Orthopedic Rehabilitation Division. The total purchase price for the Empi acquisition was approximately $375.7 million and was comprised of approximately $178.5 million of cash payable to

59

Empi common stockholders and option holders, the issuance of 3.2 million shares of RTI's common stock, the repayment of approximately $154.9 million of outstanding Empi debt, and $7.2 million in acquisition costs.

Dispositions

        On June 30, 2006, we completed the sale of the Slendertone product line (which we had acquired in the Compex Acquisition) for a sale price of $2.4 million, plus the cost of inventory sold. The assets sold were previously included in our Orthopedic Rehabilitation Division and comprised our entire Slendertone inventory and all of our rights to distribute Slendertone products in the United States.

        On August 8, 2005, we completed the sale of our soft goods product line to dj Orthopedics, LLC ("dj") for a cash payment of approximately $9.5 million. The sale to dj of our former soft goods product line in the third quarter of 2005 enabled us to use the after-tax net proceeds to reduce our debt and provided expansion space for our Surgical Implant Division operations. In 2005, we reported a $2.4 million gain from the disposition of our soft goods product line.

        For accounting purposes, the gain on asset sale from the disposition of our soft goods product line and the operating results of our soft goods product line and Slendertone have been classified as discontinued operations in RTI's consolidated statements of operations for all historical periods presented in this prospectus.

Key Industry Trends, Events and Uncertainties

        The orthopedic devices market has been experiencing a growth trend that we expect to continue over the short- and long-term. We believe the primary contributing factors to this trend are the aging population, increased orthopedic surgical volume and improving technologies. We believe the need for reconstructive implants, sports medicine, rehabilitation equipment and related products is growing as people are living longer and more active lives, thereby increasing the frequency of injury. Furthermore, the desire for medical treatment to cure injuries and reduce pain is lowering the age at which orthopedic products and services are being used. Improving technologies are also fueling growth in this industry, and are frequently introduced to expand the life of surgical implants and minimize the invasiveness of the surgery or therapy required.

Critical Accounting Policies and Estimates

        Our management's discussion and analysis of financial condition and results of operations is based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to revenue recognition, goodwill and intangible assets, deferred tax assets and liabilities, and inventory. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. To the extent that actual events differ from our estimates and assumptions, there could be a material impact to our financial statements.

Revenue Recognition

        We recognize revenue when (1) persuasive evidence of an arrangement exists, (2) the price is fixed or determinable, (3) delivery has occurred and (4) collectibility is reasonably assured.

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        We sell our Orthopedic Rehabilitation Division products through a variety of distribution channels. We sell our clinical rehabilitation products to dealers. We record sales at the time the product is shipped to the dealer. Dealers take title to the products, assume credit and product obsolescence risks, must pay within specified periods regardless of when they sell or use the products and have no price protection. We sell our home therapy products to wholesale customers and directly to patients. We recognize wholesale revenue when we ship our products to our wholesale customers. We recognize home therapy retail revenue, both rental and purchase, when our product has been dispensed to the patient and the patient's insurance has been verified. We recognize revenue for product shipped directly to the patient at the time of shipment. For retail products that are sold from our inventories consigned at clinic locations, we recognize revenue when we receive notice that the device has been prescribed and dispensed to the patient, and the insurance has been verified or preauthorization from the insurance company has been obtained, when required.

        We sell our Surgical Implant Division products through a network of independent sales representatives in the United States and through distributors outside the United States. We record revenues from sales made by sales representatives, who are paid commissions upon the ultimate sale of the products, at the time the product is used in a surgical procedure (implanted in a patient) and a purchase order is received from the hospital. We record revenues from sales to customers outside the United States at the time the product is shipped to the distributor. Our international distributors, who sell the products to their customers, take title to the products, have no rights of return, and assume the risk for credit and obsolescence. Our international distributors are obligated to pay us within specified terms, regardless of when they sell the products. In addition, there is no price protection available to distributors.

        Reserves for Sales Allowances, Product Returns and Rental Credits.    We have established reserves to account for sales allowances, product returns and reserves for rental credits. Significant management judgment must be used and estimates must be made in connection with establishing the reserves for sales allowances, product returns, rental credits and other allowances in any accounting period.

        Our reserves for sales allowances account for sales of our products below the invoice price. These sales generally result from agreements that we enter into with certain customers that permit them to pay us for our products in amounts that are below the invoice price of the product. We estimate the amount of the reduction based on historical experience and invoices generated in the period, and we consider the impact of new contract terms or modifications of existing arrangements with our customers. We provide for these reserves by reducing our gross revenue.

        Our reserve for product returns accounts for customer returns of our products after purchase. These returns are mainly attributable to a third-party payor's refusal to provide a patient release or reimbursement for the product or the inability of the product to adequately address the patient's condition. We provide for this reserve by reducing gross revenue by an amount based on our historical rate of returns.

        Our reserve for rental credit recognizes a timing difference between billing of a purchase and processing of a rental credit associated with some of our rehabilitation devices. Many insurance providers require patients to rent our rehabilitation devices for a period of one to three months prior to purchase. If the patient has a long-term need for the device, these insurance companies may authorize purchase of the device after such time period. When the device is purchased, most providers require that rental payments previously made on the device be credited toward the purchase price. These credits are processed at the time the payment is received for the purchase of the device, which creates a time lag between billing of the purchase and processing of the rental credit. Our rental credit reserve accounts for unprocessed rental credits based on the number of devices converted to purchase. The reserve is calculated by first assessing the number of our products being rented during the relevant period and our historical conversion rate of rentals to sales, and then reducing our revenue by the

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applicable amount. We provide for these reserves by reducing our gross revenue. The cost to refurbish rented products is expensed as incurred as part of cost of sales.

        Reserve for Uncollectible Accounts Receivable.    In addition to the reserves for sales allowances, returns and rental credits, we have also established a reserve for the portion of accounts receivable that we estimate will not be collected because of our customers' and patients' nonpayment. The reserve is based on historical trends and current relationships with our customers and providers. Changes in our collection rates can result from a number of factors, including turnover in personnel, changes in the payment policies or practices of payors or changes in industry rates or pace of reimbursement. Additions to this reserve are reflected in selling, general and administrative expense.

Goodwill and Intangible Assets

        We must make estimates related to the initial recognition and measurement of intangible assets acquired in connection with a business combination or asset acquisition, as well as the ongoing measurement of the useful life and value of intangible assets and goodwill. With respect to valuations of intangible assets acquired in connection with a business combination or asset acquisition, we use external third-party evaluations in determining the respective fair values and relative allocations of acquisition cost to the assets acquired and liabilities assumed. We periodically evaluate whether events and circumstances have occurred which may affect the estimated useful life, or the recoverability of the remaining balances of our goodwill and other intangible assets. If such events or circumstances were to indicate that the carrying amount of those assets would not be recoverable, we would estimate the future cash flows expected to result from the use of the assets and their eventual disposition. In the fourth quarter, we perform an annual test of our goodwill and intangible assets for potential impairment. The process of evaluating the potential impairment is subjective and requires us to exercise judgment in making assumptions related to future cash flows and discount rates. If the sum of the expected future cash flows (undiscounted and without interest charges) were less than the carrying amount of goodwill and other long-lived assets, we would recognize an impairment loss.

        Any impairment of an intangible asset or goodwill would require a reduction in the value of the asset on our consolidated balance sheet and a charge to operating income on our consolidated statement of operations. The nature of the charge to operating income would be determined based upon the nature of the intangible asset or goodwill requiring the adjustment.

Deferred Tax Asset Valuation Allowance

        We recognize deferred tax assets and liabilities based on the differences between the financial statement carrying amount and the tax bases of assets, liabilities and net operating loss carryforwards. We establish valuation allowances when the recovery of a deferred tax asset is not likely based on historical income, projected future income, the expected timing of the reversals of temporary differences and the implementation of tax-planning strategies.

        Our gross deferred tax asset balance was approximately $46.5 million at December 31, 2006 and primarily related to receivable and inventory reserves, accrued compensation, and net operating loss carryforwards. As of December 31, 2006, we recorded a valuation allowance of $5.3 million due to uncertainties related to our ability to realize certain foreign net operating loss carryforwards acquired in connection with the Empi Acquisition, the Compex Acquisition and the Cefar Acquisition.

Inventory Reserves

        The nature of our business requires us to maintain sufficient inventory on hand at all times to meet the requirements of our customers. We record inventory at the lower of cost or market, with cost based upon average actual cost. We maintain inventory reserves for slow moving or excess inventory, product obsolescence and declines in value. In each division, we use a specific identification

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methodology, adjustments to which can occur whenever there is a change in strategy. In addition, we review sales performance on at least a quarterly basis to determine the amounts that we should add to the existing reserve. We monitor reserves on a quarterly basis and make changes when necessary. To determine the adequacy of our reserves at each reporting period, we analyze the following, among other factors:

•

current inventory quantities on hand;



•

product acceptance in the marketplace;



•

customer demand;



•

historical sales;



•

forecasted sales;



•

product obsolescence; and



•

technological innovations.

        If there is a material change due to the factors listed above, the current level of the reserve for inventory may not be adequate and would result in our increasing the reserve level. Any modifications to our estimates of our reserves are reflected in cost of sales within the statement of operations, during the period in which such modifications are determined necessary by management.

        Our Orthopedic Rehabilitation Division consigns a portion of its inventory to clinics and other healthcare provider locations to allow its products to be immediately dispensed to patients. Our Surgical Implant Division products are sold in the United States at the time the product is used in a surgical procedure. As such, this division also consigns product at many locations throughout the country. This requires a large amount of inventory to be on hand for the products we sell on consignment. It also increases the sensitivity of these products to obsolescence reserve estimates. As this inventory is not in our possession, we also reserve for these products based on the results of periodic inventory counts and historical trends.

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Results of Operations

        The following table sets forth our statements of operations as a percentage of net sales for the periods indicated.

		Predecessor				Combined
		Year ended December 31,				Year Ended December 31,
		2004		2005		2006
						(unaudited)
Net sales		100.0	%	100.0	%	100.0	%
Cost of sales		44.5		39.1		42.4
	Gross margin	55.5		60.9		57.6
Operating expenses:
	Selling, general and administrative	40.8		42.8		63.7
	Research and development	4.9		3.2		11.8
Operating income (loss)		9.8		14.9		(17.9	)
Other income (expense):
	Interest income	0.3		0.1		0.2
	Interest expense	(4.8	)	(9.7	)	(9.5	)
	Loss on early extinguishment of debt	—		—		(2.5	)
	Other income, net	0.4		—		—
Income (loss) from continuing operations before income taxes and minority interests		5.7		5.3		(29.7	)
Provision (benefit) for income taxes		2.2		2.1		(5.6	)
Minority interests		0.1		—		0.1
Income (loss) from continuing operations		3.4		3.2		(24.2	)
Discontinued operations:
	Gain on disposal of discontinued operations, net of income tax expense	—		0.8		—
	Income (loss) from discontinued operations (net of income tax expense (benefit))	0.3		0.2		(0.2	)
Net income (loss)		3.7	%	4.2	%	(24.4	)%

Year Ended December 31, 2006 (Combined Basis) Compared to Year Ended December 31, 2005

        Net Sales.    Our net sales for the year ended December 31, 2006 (combined basis) were $362.3 million, representing an increase of 23.3% over net sales of $293.7 million in 2005, driven by acquisitions and continued growth in both our Orthopedic Rehabilitation and Surgical Implant Divisions. Sales in the Orthopedic Rehabilitation Division benefited from sales of products we acquired in the Compex Acquisition and the Cefar Acquisition, which were completed in February 2006 and November 2006, respectively.

        The following table sets forth the sales geographic mix for both of our divisions. The amounts shown for the Orthopedic Rehabilitation Division in 2006 include $34.3 million of sales for the period February 24, 2006 through July 31, 2006 related to the products we acquired in the Compex Acquisition

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and $2.9 million of sales related to the products we acquired in the Cefar Acquisition since November 7, 2006. Subsequent to July 31, 2006, Compex sales were combined with Empi sales.

	Domestic						International						Total
(In thousands, except %)	Combined Basis 2006 (unaudited)		Predecessor 2005		% Growth		Combined Basis 2006 (unaudited)		Predecessor 2005		% Growth		Combined Basis 2006 (unaudited)		Predecessor 2005		% Growth
Orthopedic Rehabilitation Division	$	223,766	$	185,510	20.6	%	$	79,425	$	53,751	47.8	%	$	303,191	$	239,261	26.7	%
Surgical Implant Division		52,032		44,927	15.8	%		7,062		9,538	(26.0	)%		59,094		54,465	8.5	%
Total	$	275,798	$	230,437	19.7	%	$	86,487	$	63,289	36.7	%	$	362,285	$	293,726	23.3	%

        Net sales in our Orthopedic Rehabilitation Division were $303.2 million for 2006, representing an increased of 26.7% over net sales of $239.3 million in 2005. The increase in net sales in our Orthopedic Rehabilitation Division was principally driven by revenues associated with the Compex Acquisition and the Cefar Acquisition, which increased sales in the division's electrotherapy, product lines as well as increased sales in its traction and catalogue product lines. Partially offsetting the preceding are decreases in sales resulting from the impact of integration activities relating primarily to combining the Empi and Compex sales force and operations. In 2006, we completed several initiatives related to the integration of the Compex sales force, including integration of the Compex sales function onto the information technology systems used by our Empi subsidiary, sales territory realignment, and redesigning of compensation and reporting structures and other activities related to positioning our sales force to operate efficiently on a combined basis. We believe that these integration activities negatively impacted Orthopedic Rehabilitation Division's net sales in 2006, and that this negative impact will be eliminated as the Compex sales force integration is completed in 2007. In addition, in 2006, Orthopedic Rehabilitation Division's net sales were negatively impacted by a charge of $11.4 million related to accounts receivable acquired in the Compex Acquisition. During the second quarter of 2006, additional information was obtained regarding the Compex payor mix and its accounts receivable collection rates and trends, which resulted in a change in our estimate of the value of the acquired accounts receivable and a $5.6 million charge to the reserve account. In addition, during December 2006, in conjunction with the completion of a strategic review and assessment of various options related to ongoing efforts to collect the remaining Compex accounts receivable, the decision was made to outsource the collection effort to a third party. Based on collection estimates provided by the third party collection company, in the fourth quarter of 2006, we recorded an additional adjustment to the carrying value of accounts receivable in the amount of $19.8 million, of which $5.8 million was recorded as a reduction of net sales with the remainder recorded as a component of selling, general and administrative expense.

        Net sales in our Surgical Implant Division for 2006 were $59.1 million, representing an increase of 8.5% over net sales of $54.5 million in 2005. The increase in our Surgical Implant Division's net sales in 2006 has been driven primarily by growth in our shoulder and knee product lines. Surgical Implant Division's domestic sales for 2006 increased 15.8% to $52.0 million compared to $44.9 million in 2005. Surgical Implant Division's international sales of $7.1 million in 2006 decreased by $2.4 million over the prior year period international sales of $9.5 million. This decrease in our Surgical Implant Division's International sales is due to the impact of initial orders associated with the geographic expansion of our international business during 2005.

        Sales of new products, which have been on the market less than one year, accounted for $23.3 million in 2006, compared to $12.5 million in 2005.

        Gross Margin.    Our consolidated gross margin as a percentage of net sales decreased to 57.6% for 2006 compared to a gross margin of 60.9% in 2005. Gross margin in 2006 was negatively impacted by

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$4.5 million of expense related to the write up to fair market value of inventory in connection with the Compex Acquisition and the Transactions. Our Orthopedic Rehabilitation Division gross margin as a percentage of net sales decreased to 55.1% in 2006 from 56.9% in 2005. For 2006, gross margin on a consolidated basis and gross margin for the Orthopedic Rehabilitation Division were negatively impacted by $11.4 million of expense for additional reserves related to accounts receivable acquired in the Compex Acquisition (described above). Our Surgical Implant Division's gross margin decreased to 70.3% in 2006 compared to a gross margin of 78.7% in 2005. The decrease in our Surgical Implant Division's gross margin was due primarily to a $1.5 million charge for a discontinued product line related to our strategic review of inventory acquired in our February 2005 acquisition of OTI.

        Selling, General and Administrative.    Our selling, general and administrative expenses increased to $230.9 million in 2006 compared to $125.7 million in 2005. As a percentage of net sales, selling, general and administrative expense increased to 63.7% in 2006, compared to 42.8% in the 2005, primarily due to additional expenses associated with the addition of Compex and Cefar, higher commissions associated with increased sales, and higher expenses related to acquisition integration. Selling, general and administrative expenses were impacted by expenses related to the Merger and our integration activities in connection with our acquisitions of Compex and Cefar. We incurred $14.5 million of expenses in connection with the Transactions, $1.2 million of severance expenses related to closure of Compex facilities in Tampa, Florida and New Brighton, Minnesota, and $6.3 million of expenses related to our ongoing integration of our Compex Acquisition and Cefar Acquisition. In conjunction with the Transactions, the Company also incurred $5.5 million of expense associated with management bonuses and a $3.0 million monitoring fee paid to an affiliate of Blackstone for advisory services rendered from the closing date of the Merger to December 31, 2006. In addition, we recorded approximately $10.5 million of employee stock-based compensation expense in 2006 in connection with the implementation of SFAS 123(R) as of January 1, 2006, compared with no such expense for the same period in 2005. Finally, during December, 2006, the decision was made to outsource the collection effort related to the remaining Compex accounts receivable to a third party (described above). Based on collection estimates provided by the third party collection company, an additional $19.8 million charge to the reserve account was taken in the fourth quarter of 2006, of which $14.0 million represented a selling, general and administrative expense.

        Research and Development.    Our research and development expense increased to $42.9 million in 2006 compared to $9.6 million in 2005 representing an increase of $33.3 million. As a percentage of net sales, research and development expense increased to 11.8% compared to 3.2% in the prior year, primarily driven by IPR&D costs of $29.1 million, comprised of $3.9 million of IPR&D costs associated with the Compex Acquisition and $25.2 million of IPR&D costs associated with the Transactions, the addition of ongoing Compex and Cefar research and development costs, and higher product development costs.

        Interest Expense.    Our interest expense increased to $34.6 million in 2006 from $28.5 million in 2005. The comparative increase for 2006 interest expense over the prior year period was principally driven by higher interest rates on the floating rate portion of Predecessor's outstanding indebtedness, increased borrowings to finance the Compex Acquisition and Cefar Acquisition and increased borrowings to finance the Transactions and related costs.

        Loss on Early Extinguishment of Debt.    We recorded approximately $9.2 million of expense in 2006 related to the recognition of unamortized debt issuance and debt discount costs associated with the prior credit facility and the 9.75% Notes.

        Provision (Benefit) for Income Taxes.    For 2006, we recorded approximately $20.2 million of income tax benefit on pre-tax loss of approximately $107.8 million, which is substantially lower than our statutory tax rate, due in part to the recording of $29.1 million of IPR&D costs in 2006. The write off of IPR&D is not deductible for tax purposes. In addition to the IPR&D impact, our effective tax rate was also negatively impacted by non-deductible stock-based compensation, transaction costs, and other non-deductible expenses for 2006.

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        Discontinued Operations.    In 2006, we reported a loss of $0.7 million from discontinued operations, which was attributable to the Slendertone product line assets we sold on June 30, 2006. For 2005, we reported income from discontinued operations of approximately $0.5 million. We also reported a $2.4 million gain from the disposition of our soft goods product line in 2005.

        Net Income (loss).    We had a net loss of $88.4 million in 2006 compared to net income of $12.3 million in 2005 based on the factors discussed above.

Year Ended December 31, 2005 Compared to Year Ended December 31, 2004

        Net Sales.    Our net sales for the year ended December 31, 2005 were $293.7 million, representing an increase of 98.4% over sales of $148.1 million in 2004, driven by continued growth in both our Orthopedic Rehabilitation and Surgical Implant Divisions. In addition, Orthopedic Rehabilitation Division revenue benefited from a full year of sales of products we acquired in the Empi Acquisition, which was completed in October 2004.

        The following table sets forth the sales geographic mix for both of our divisions. The amounts shown for the Orthopedic Rehabilitation Division in 2004 include $41.4 million of sales of the products we acquired in the Empi Acquisition.

	Domestic						International						Total
(In thousands, except %)	2005		2004		% Growth		2005		2004		% Growth		2005		2004		% Growth
Orthopedic Rehabilitation Division	$	185,510	$	86,471	115	%	$	53,751	$	18,053	198	%	$	239,261	$	104,524	129	%
Surgical Implant Division		44,927		37,945	18	%		9,538		5,612	70	%		54,465		43,557	25	%
Total	$	230,437	$	124,416	85	%	$	63,289	$	23,665	167	%	$	293,726	$	148,081	98	%

        The Orthopedic Rehabilitation Division achieved sales of $239.3 million in 2005 compared to $104.5 million in 2004, representing a 129% increase over the prior year period. In addition to the impact of the Empi Acquisition, which impacted both domestic and international sales, Orthopedic Rehabilitation Division sales benefited, on a comparative basis, from increased market penetration in both the domestic and international markets along with the introduction of new products.

        We continued to increase our market penetration in domestic surgical implant sales as we continued to build our United States sales force for reconstruction and spinal products. In the Surgical Implant Division, we had sales of $54.5 million for the year ended December 31, 2005 compared to $43.6 million in 2004, representing an increase of 25%. Domestic Surgical Implant Division sales for 2005 grew 18% to $44.9 million compared to $37.9 million in 2004 principally due to increased sales of its growing knee, hip and shoulder product lines. International sales grew 70% in 2005 to $9.5 million due to increasing sales to Japan and other countries.

        Sales of new products, which had been on the market less than one year, accounted for $12.5 million in 2005, up significantly over 2004 new product sales of $4.0 million.

        Gross Margin.    Our gross margin as a percentage of net sales increased to 60.9% in 2005 from 55.5% in 2004. This increase was primarily due to improved gross margin in both of our divisions. Our Orthopedic Rehabilitation Division's gross margin as a percentage of net sales increased to 56.9% in 2005 from 49.9% in 2004 due to increasing sales of our higher margin electrotherapy products and a full year of sales of products acquired in the Empi Acquisition, which are sold through a direct sales force at a higher margin than other products in this division, which are sold on a wholesale basis through an extensive dealer network. The Surgical Implant Division's gross margin as a percentage of

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net sales increased to 78.7% in 2005 from 68.8% in 2004 due principally to continued growth of our higher margin knee, hip and shoulder product sales and a lower comparative obsolescence reserve expense.

        Selling, General and Administrative.    Our selling, general, and administrative expenses increased to $125.7 million in 2005 from $60.3 million in 2004. As a percentage of net sales, selling, general, and administrative expenses increased to 42.8% in 2005 from 40.8% in 2004. The majority of this increase is a result of additional selling, general and administrative expenses related to the Empi Acquisition and the addition of sales and marketing personnel to support our growing Surgical Implant Division business. We also incurred higher commission expenses resulting from increasing sales in both our Orthopedic Rehabilitation and Surgical Implant Divisions. Finally, amortization expense increased $3.4 million due primarily to the additional amortization related to the intangible assets acquired from Empi.

        Research and Development.    Our research and development expenses increased 32% to $9.6 million in 2005 from $7.3 million in 2004 primarily due to the addition of regulatory personnel in both of our divisions in order to support our growing business. However, as a percentage of net sales, research and development expenses decreased to 3.2% in 2005 from 4.9% in 2004.

        Operating Income.    Our operating income increased $29.1 million, or 200%, to $43.7 million in 2005 from $14.6 million in 2004. This increase is primarily due to sales and gross margin improvements in both our Orthopedic Rehabilitation Division, which benefited on a comparative basis from the impact of the Empi Acquisition, and our Surgical Implant Division. Operating income as a percentage of sales increased to 14.9% in 2005 from 9.8% in 2004.

        Interest Expense.    Our interest expense increased to $28.5 million in 2005 from $7.1 million in 2004. The primary reasons for the increase in interest expense are related to borrowings of $328.6 million we incurred to finance the Empi Acquisition and OTI Acquisition, along with $2.2 million of amortization of deferred financing fees associated with the Empi Acquisition.

        Discontinued Operations.    During 2005, we recorded a gain on the disposal of discontinued operations of approximately $2.4 million. The gain represented $9.3 million of net proceeds from the soft goods asset sale offset by (i) $4.9 million book value of assets sold, (ii) $400,000 of liabilities incurred in connection with the sale and (iii) $1.6 million of income tax expense.

        Net Income.    We achieved net income for 2005 of $12.3 million, compared to net income of $5.5 million in 2004 based on the factors discussed above.

Significant Demands

        Accounts Receivable.    We have a substantial ongoing investment in accounts receivable. This investment has increased in recent years as we have continued to grow our revenue base and diversify our product offerings through both acquisitions and commercialization of new products that we have developed. In particular, in October 2004, the Empi Acquisition added approximately $35 million to our receivables, and in February 2006, the Compex Acquisition added approximately $49 million to our receivables, consisting, in each case, primarily of third-party reimbursement receivables. We now collect from hospitals, clinics, medical equipment distributors, public and private insurance companies and patients. As a result, we commit significant resources to the information technology and human resource infrastructure required to properly collect amounts due from this wide variety of payors.

        Inventory.    The nature of our business requires us to maintain sufficient inventory on hand at all times to meet the requirements of our customers. Our Orthopedic Rehabilitation Division maintains inventory consignment for its home therapy products. Our Surgical Implant Division also maintains sufficient quantities and a complete array of sizes of our products in consigned locations throughout the country for surgeries to be performed on a daily and timely basis. In addition, all of our divisions

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must have sufficient quantities on hand to supply our dealers and distributors with product within a reasonable timeframe based on market needs.

        Debt Service.    We require a significant amount of cash to service our indebtedness. At December 31, 2006, we had $554.5 million of long-term debt. Approximately $200 million of our debt bears interest at 11.75% and requires semi-annual interest payments of approximately $11.8 million each May 15 and November 15. Principal is due in full in November 2014. Another $349.1 million of our debt requires quarterly principal payments of 0.25% of the outstanding principal balance with the last payment due November 2013. This debt bears interest at a variable rate that is tied to the Bank of America's prime rate plus 0.50% or Eurodollar rate and is payable on a varying basis from one to six months. We may seek to use available borrowing capacity under our revolver or to incur up to an additional $150.0 million of borrowings under our new senior secured credit facilities to finance all or a portion of future acquisitions of businesses or product lines, which would increase our future debt service requirements.

        Research and Development.    Our industry is characterized by frequent technological improvement. Our customers demand innovation for a variety of reasons including increased range of motion, faster recovery periods, ease of use and longer product life span among other things. In response to this demand, we have continued to invest in research and development efforts to benefit both of our divisions. Our product enhancements and new product development processes typically require approval from the FDA and similar international regulatory agencies in the foreign countries where we sell our products. As such, we must invest significant time and resources in research and development in order to develop products that meet our customers' expectations. We committed 3.8% of net sales during 2006, excluding IPR&D, 3.2% during 2005 and 4.9% during 2004 to our research and development efforts and we expect to maintain or increase our level of commitment as we continue to grow.

Liquidity and Capital Resources

Cash Flows

Operating Activities.

        During the year ended December 31, 2006, our operating activities provided $0.8 million of cash and cash equivalents as compared to the year ended December 31, 2005, when our operating activities provided cash of $19.6 million, resulting in a decrease of $18.8 million. Our net loss, adjusted for non-cash items, used $3.4 million in operating cash flow during 2006, which represents a decrease of $37.5 million compared to our net income for 2005, adjusted for non-cash items, which provided $34.1 million of operating cash flow in 2005. Discontinued operations provided $5.6 million of operating cash flow during 2006 compared to $1.6 million in 2005, resulting in a net increase in cash flow of $4.0 million. Our gross accounts receivable provided $7.2 million of cash during 2006 while in the same period in the prior year our gross accounts receivable used $4.1 million of cash, resulting in a net increase in cash flow of $11.3 million. Our gross inventory used $11.2 million during 2006 compared to $12.6 million during 2005, resulting in a net increase in cash flow of $1.4 million. In addition, our prepaid expenses, other assets and liabilities provided $5.2 million of cash compared to 2005 when these assets used $1.8 million of cash, resulting in an increase in cash flow of $7.0 million. Finally, our outstanding balances of accounts payable and accrued liabilities used cash of $2.6 million during 2006, compared to our outstanding balances of accounts payable and accrued liabilities providing $2.4 million for 2005. Prior to the adoption of SFAS 123(R), we presented the tax savings resulting from tax deductions resulting from the exercise of stock options as an operating cash flow, in accordance with EITF 00-15, "Classification in the Statement of Cash Flows of the Income Tax Benefit Received by a Company upon Exercise of a Nonqualified Employee Stock Option." SFAS 123(R) requires us to reflect the tax savings resulting from tax deductions in excess of expense reflected in our financial statements as a financing cash flow in cash provided by financing activities. For the year ended December 31,

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2006, our excess tax benefit associated with stock option exercises totaled approximately $2.5 million, and this reclassification resulted in a decrease in our operating cash flow.

Investing Activities.

        Investing activities used $550.0 million of cash in 2006, including $522.1 million in connection with the Transactions, compared to $20.4 million in 2005, representing a $529.6 million increase in cash used for investing activities. In addition to the Transactions during 2006, we used $13.0 million (net of cash acquired) for the Cefar Acquisition. Our first quarter 2006 Compex Acquisition was primarily financed through the issuance of RTI's common stock. We used $1.1 million of cash to pay the transaction costs related to the Compex Acquisition. In 2005, we used $15.6 million in cash to purchase the assets of OTI, along with $6.0 million in net cash payments to settle the Empi Acquisition contingencies. In addition, we used $13.6 million to purchase property and equipment during 2006 while during 2005 we used $8.0 million, which represents an increase of $5.6 million.

Financing Activities.

        Cash provided by financing activities in 2006 of $562.7 million increased $563.9 million compared to 2005, when cash used by financing activities was $1.2 million. The increase in cash from financing activities was primarily related to borrowings under our new senior secured credit facilities of $350.0 million, proceeds from the issuance of $200 million aggregate principal amount of the outstanding notes and the $357.0 million equity investment made by an affiliate of Blackstone. These transactions were offset by debt payments of $361.5 million, primarily related to the repayment of the old senior credit facilities of $170.2 million and the 9.75% notes of $165 million and the payment of $20.8 million in debt issuance costs incurred in connection with the new senior secured credit facilities and notes. In addition to the Transactions, in 2006, we borrowed $25.3 million under the old senior credit facilities in connection with the Compex Acquisition and we used $17.3 million to repay bank debt acquired from Compex and used the balance for working capital. Finally, during 2006 we received approximately $9.0 million in proceeds from option exercises and $0.8 million in notes receivable payments. During 2005, we borrowed $14.7 million under our revolving credit facility to finance the OTI Acquisition and we used $15.6 million for long-term debt payments. Our payments of debt during 2005 included a $7.1 million reduction of principal using the net cash proceeds from the sale to dj of assets which formerly constituted our soft goods product line.

Indebtedness—Pre-Transactions

        Since our inception, we have financed our operations through the sale of equity securities, borrowings and cash flow from operations. On October 4, 2004, we entered into the old senior credit facilities that provided for aggregate borrowings of up to $180 million, comprised of a five-year $30 million revolving credit facility and a six-year $150 million term loan facility. Borrowings under the term loan facility were used to finance the cash portion of our purchase price for the Empi Acquisition. In February 2005, we borrowed $14.7 million under the old senior credit facilities to finance the OTI Acquisition. During 2006, in connection with the Compex Acquisition, we amended the old senior credit facilities to increase the revolving credit facility from $30 million to $50 million and borrowed $25.3 million thereunder to repay long-term debt, including Compex's existing debt.

        We executed various security documents, and we pledged to the lenders all of our domestic assets and 66% of the equity holdings of our foreign subsidiaries to secure the financing under the old senior credit facilities. The interest rate under the old senior credit facilities was dependent upon, among other things, our total debt to EBITDA (earnings before interest, taxes, depreciation and amortization) ratio. Based on that ratio as of September 30, 2006, our interest rate was 7.81% and was equal to Bank of America's base rate plus 0.5%, or the London Interbank Offered Rate (LIBOR) plus 3.00%. Our outstanding borrowings under the old senior credit facilities were $170.2 million as of November 3, 2006. We repaid all amounts outstanding under the old senior credit facilities as part of the Transactions.

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        On October 4, 2004, in connection with the financing for the Empi Acquisition, our then existing subsidiary, Encore IHC, sold to investors $165.0 million aggregate principal amount of the 9.75% notes at a purchase price of 99.314% of the principal amount thereof. The 9.75% notes were guaranteed by RTI and certain of the subsidiaries of RTI. In connection with the Transactions, we repurchased all of the outstanding 9.75% notes pursuant to a tender offer. Subsequently, Encore IHC was liquidated.

Indebtedness—Post-Transactions

        After the consummation of the Transactions, we continue to be highly leveraged. As of December 31, 2006, we had outstanding approximately $554.5 million in aggregate indebtedness, and we had an additional $50.0 million of available borrowings under our new revolving credit facility. We believe that our existing cash, plus the amounts we expect to generate from operations and amounts available through our new revolving credit facility, will be sufficient to meet our operating needs for the next twelve months, including working capital requirements, capital expenditures, debt repayment obligations and potential new product acquisitions. While we currently believe that we will be able to meet all of our financial covenants imposed by our new senior secured credit facilities, there is no assurance that we will in fact be able to do so or that, if we do not, we will be able to obtain from our lenders, waivers of default or amendments to the new senior secured credit facilities in the future.

        We have continued to expand our business through selected acquisitions of businesses or products in the orthopedic industry. We have completed eight acquisitions since 2001 that have allowed us to expand our business in the orthopedic devices market to include rehabilitation equipment, to expand our business in the European orthopedic rehabilitation market and to expand our surgical implant product offerings. We have a history of raising capital through a combination of debt and equity offerings to finance these acquisitions. As additional financing needs arise, we may consider sources of financing to include a combination of debt or equity. We may issue debt or equity in anticipation of future financing needs, to position our capital structure towards a certain debt-to-equity range or to replace existing borrowing agreements.

        As market conditions warrant, we and Blackstone and its affiliates, may from time to time repurchase debt securities issued by us in privately negotiated or open market transactions, by tender offer or otherwise.

New Senior Secured Credit Facilities

        Overview.    Our new senior secured credit facilities consist of a $50.0 million revolving credit facility and $350.0 million term loan facility. The revolving credit facility includes borrowing capacity available for letters of credit and for borrowings on same-day notice, referred to as the swingline loans. In addition, we are permitted, subject to receipt of additional commitments from participating lenders and certain other conditions, to incur up to an additional $150.0 million of borrowings under our new senior secured credit facilities.

        Interest Rate and Fees.    Borrowings under the new senior secured credit facilities bear interest at a rate equal to an applicable margin plus, at our option, either (a) a base rate determined by reference to the higher of (1) the prime rate of Bank of America, N.A. and (2) the federal funds rate plus 0.50% or (b) the Eurodollar rate determined by reference to the costs of funds for deposits in U.S. dollars for the interest period relevant to such borrowing adjusted for maximum reserves. The initial applicable margin for borrowings under the term loan facility and the revolving credit facility was 1.50% with respect to base rate borrowings and 2.50% with respect to Eurodollar borrowings. The applicable margin for borrowings under each facility may be reduced subject to our attaining certain leverage ratios.

        In addition to paying interest on outstanding principal under the new senior secured credit facilities, we are required to pay a commitment fee to the lenders under the revolving credit facility in respect of the unutilized commitments thereunder. The initial commitment fee rate is 0.50% per

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annum. The commitment fee rate may be reduced subject to our attaining certain leverage ratios. We must also pay customary letter of credit fees.

        Amortization.    We are required to pay annual amortization (payable in equal quarterly installments) on the loans under the term loan facility in an amount equal to 1.00% of our funded total principal amount during the first six years and nine months following the closing of the new senior secured credit facilities, with the remaining amount payable at maturity which is November 3, 2013.

        Principal amounts outstanding under the revolving credit facility are due and payable in full at maturity, which is November 3, 2012.

        Certain Covenants and Events of Default.    The new senior secured credit facilities contain a number of covenants that, among other things, restrict, subject to certain exceptions, our (and most or all of our subsidiaries') ability to:

•

incur additional indebtedness or issue preferred stock;



•

create liens on assets;



•

enter into sale and leaseback transactions;



•

engage in mergers or consolidations;



•

sell assets;



•

pay dividends and other restricted payments;



•

make investments, loans or advances;



•

make capital expenditures;



•

repay subordinated indebtedness (including the outstanding notes);



•

make certain acquisitions;



•

engage in certain transactions with affiliates;



•

amend material agreements governing our subordinated indebtedness (including the outstanding notes);



•

enter into certain burdensome agreements;



•

change our lines of business; and



•

change the status of ReAble Therapeutics Holdings LLC as a passive holding company.

        In addition, pursuant to the terms of the credit agreement relating to the new senior secured credit facilities, we are required to maintain a consolidated total debt to Adjusted EBITDA ratio (or total leverage ratio) starting at a maximum of 8.00:1 and stepping down over time to 4.75:1 by the end of 2013 and an Adjusted EBITDA to consolidated interest expense ratio (or interest coverage ratio) starting at a minimum of 1.25:1 and stepping up over time to 1.80:1 by the end of 2013. We are subject to these financial covenants beginning as of the twelve month period ending June 30, 2007.

        The new senior secured credit facilities also contain certain customary affirmative covenants and events of default. See "Description of Indebtedness—New Senior Secured Credit Facilities."

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Notes

        The indenture governing the notes limits our (and most or all of our subsidiaries') ability to:

•

incur additional debt or issue certain preferred shares;



•

pay dividends on or make other distributions in respect of our capital stock or make other restricted payments;



•

make certain investments;



•

sell certain assets;



•

create liens on certain assets to secure debt;



•

consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;



•

enter into certain transactions with our affiliates; and



•

designate our subsidiaries as unrestricted subsidiaries.

        Subject to certain exceptions, the indenture governing the notes permits us and our restricted subsidiaries to incur additional indebtedness, including secured indebtedness. See "Description of Notes."

Covenant Compliance

        As described above, the new senior secured credit facilities and the indenture governing the notes contain various covenants that limit our ability to engage in specified types of transactions. In addition, under the new senior secured credit facilities, we are required to satisfy and maintain specified financial ratios, and under the indenture governing the notes, our ability to engage in activities such as incurring additional indebtedness, making investments and paying dividends is tied to ratios based on Adjusted EBITDA.

        Adjusted EBITDA is defined as EBITDA further adjusted to exclude non-cash items, non-recurring items and other adjustment items permitted in calculating covenant compliance under the new senior secured credit facilities and the indenture governing our notes. We believe that the inclusion of supplementary adjustments to EBITDA applied in presenting Adjusted EBITDA is appropriate to provide additional information to investors to demonstrate compliance with our financing covenants.

        Adjusted EBITDA does not represent net loss or cash flow from operations as those terms are defined by GAAP and does not necessarily indicate whether cash flows will be sufficient to fund cash needs. In particular, the definition of Adjusted EBITDA in the indentures and the new senior secured credit facilities allows us to add back certain non-cash, extraordinary, unusual or non-recurring charges that are deducted in calculating net loss. However, these are expenses that may recur, vary greatly and are difficult to predict. While Adjusted EBITDA and similar measures are frequently used as measures of operations and the ability to meet debt service requirements, Adjusted EBITDA is not necessarily comparable to other similarly titled captions of other companies due to the potential inconsistencies in the method of calculation.

        Our ability to meet the covenants specified above in future periods will depend on events beyond our control, and we cannot assure you that we will meet those ratios. A breach of any of these covenants in the future could result in a default under the new senior secured credit facilities and the indenture governing the notes, at which time the lenders could elect to declare all amounts outstanding

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under the new senior secured credit facilities to be immediately due and payable. Any such acceleration would also result in a default under the indentures governing the notes.

        The following table provides a reconciliation from our net loss to EBITDA and Adjusted EBITDA for the 2006 Predecessor, Successor and combined periods. The terms and related calculations are defined in the credit agreement relating to the new senior secured credit facilities and the indenture governing the notes.

	Predecessor			Successor			Combined
(in thousands)	January 1, 2006 through November 3, 2006			November 4, 2006 through December 31, 2006			Year Ended December 31, 2006
							(unaudited)
Net loss	$	(46,776	)	$	(41,634	)	$	(88,410	)
Interest expense, net		25,481			8,299			33,780
Income tax benefit		(11,452	)		(8,756	)		(20,208	)
Depreciation and amortization		14,804			6,404			21,208
EBITDA (unaudited)	$	(17,943	)	$	(35,687	)	$	(53,630	)
Non-cash items(a)								55,335
Non-recurring items(b)								13,273
Other adjustment items(c)								59,082
Adjusted EBITDA (unaudited)							$	74,060

(a) Non-cash items are comprised of the following:

	Combined Year Ended December 31, 2006
	(unaudited)
Stock compensation expense(1)	$	10,928
Loss on disposition of assets		551
Purchase accounting adjustments(2)		33,636
Loss on asset impairment(3)		1,066
Loss on early extinguishment of debt		9,154
Total non-cash items	$	55,335

(1)

Represents non-cash stock compensation expense of $10.7 million incurred by RTI, including $7.5 million related to the accelerated vesting of former RTI options at the time of the Merger, and non-cash stock compensation of $0.2 million incurred by Compex during the period from January 1, 2006 to February 23, 2006.



(2)

Represents $29.1 million of expense related to the write-off of IPR&D associated with the Compex Acquisition and the Transactions and $4.5 million of expense related to the write-up to fair market value of inventory acquired in the Compex Acquisition, Cefar Acquisition and the Transactions.



(3)

Represents $1.1 million of expense related to the impairment of certain application software that will not be placed in service.

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(b) Non-recurring items are comprised of the following:

	Combined Year Ended December 31, 2006
	(unaudited)
Employee severance(1)	$	1,232
Restructuring expense(2)		8,691
Other(3)		3,350
Total non-recurring adjustments	$	13,273

(1)

Represents employee severance expense incurred by RTI in connection with the Compex Acquisition.



(2)

Represents $5.9 million of expense related to field selling, information technology, operations and product line consolidation incurred in connection with the integration of the Compex Acquisition. Also includes inventory reserves of $1.5 million related to the discontinuation of certain products acquired from OTI in February 2005, $0.4 million of integration expenses related to the Cefar Acquisition, and $0.9 million for restructuring advisory related to the Transactions.



(3)

Includes $3.4 million of other non-recurring expenses, including provisions made for litigation settlements and additional product liability claims.

(c) Other adjustment items are comprised of the following:

	Combined Year Ended December 31, 2006
	(unaudited)
Transaction expenses(1)	$	23,501
Compex Acquisition adjustments(2)		27,594
Minority interest		197
Pre-acquisition EBITDA(3)		(2,080	)
Cost savings(4)		9,218
Discontinued operations		652
Total other items	$	59,082

(1)

Includes $15.0 million of legal, advisory, consulting, and related expenses incurred in connection with the closing of the Transactions, a $3.0 million monitoring fee paid to an affiliate of Blackstone by RTI at the closing of the Transactions and $5.5 million of management retention bonuses paid at the closing of the Transactions.



(2)

Represents adjustments and additional reserves related to the Compex Acquisition and operations. The amounts principally include $25.4 million of additional accounts receivable reserves. During the second quarter of 2006, additional information was obtained regarding the Compex payor mix and its accounts receivable collection rates and trends, which resulted in a change in RTI's estimate of the value of the acquired accounts receivable and a $5.6 million charge to the reserve account. In addition, during December 2006, the decision was made to outsource the Compex accounts receivable collection effort to a third party. Based on collection estimates provided by the third party collection company, in the fourth

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quarter of 2006, we recorded an additional adjustment to the carrying value of accounts receivable in the amount of $19.8 million.

(3)

Represents EBITDA of $(3.0) million from January 1, 2006 to February 24, 2006 related to the Compex Acquisition and $1.0 million from January 1, 2006 to November 7, 2006 related to the Cefar Acquisition, which are included in the calculation of Adjusted EBITDA for the year ended December 31, 2006 (combined basis) pursuant to the definition of Adjusted EBITDA contained in the credit agreement relating to the new senior secured credit facilities and the indenture governing the notes.



(4)

Represents projected cost savings of $6.7 million related to actions already taken in connection with the Compex Acquisition as if such actions had been taken on January 1, 2006. Such savings primarily relate to the consolidation of billing, manufacturing, general and administrative, operations, and renegotiation of component supply agreements. Also includes (i) projected cost savings of $2.3 million related to actions initiated in connection with the Cefar Acquisition, principally related to general and administrative consolidation and (ii) $0.2 million of projected cost savings related to purchases under procurement contracts related to freight, copier equipment, and office supplies.

        Our covenant requirements and pro forma ratios for the year ended December 31, 2006 are as follows:

		Covenant Requirements	Actual Ratios
New Senior Credit Facility(1)
	Consolidated total debt to Adjusted EBITDA	*	7.06:1
	Adjusted EBITDA to Consolidated Interest Expense	*	1.57:1
Notes(2)
	Minimum Adjusted EBITDA to fixed charges ratio required to incur additional debt pursuant to ratio provisions	2.00:1	1.71:1

*

Under the terms of the credit agreement relating to the new senior secured credit facilities, we are not currently subject to the financial covenant requirements. These requirements take effect beginning as of the twelve month period ending June 30, 2007.

(1)

Beginning with the twelve month period ending June 30, 2007, the new senior secured credit facilities require us to maintain a consolidated total debt to Adjusted EBITDA ratio starting at a maximum of 8.00:1 and stepping down over time to 4.75:1 by the end of 2013 and an Adjusted EBITDA to consolidated interest expense ratio starting at a minimum of 1.25:1 and stepping up over time to 1.80:1 by the end of 2013. Consolidated total debt is defined as aggregate consolidated indebtedness of Holdings, RTFL and the restricted subsidiaries less the aggregate amount of all cash and cash equivalents, free and clear of all liens subject to certain exceptions, and consolidated interest expense is defined as consolidated cash interest expense less cash interest income and further adjusted for certain noncash or nonrecurring interest expense, under the new senior secured credit facilities.

(2)

Our ability to incur additional debt and make certain restricted payments under the indenture governing the notes, subject to specified exceptions, is tied to an Adjusted EBITDA to fixed charges ratio of at least 2.0:1, except that we may incur certain debt and make certain restricted payments and certain permitted investments without regard to the ratio, such as our ability to (i) incur up to an aggregate principal amount of $400.0 million under credit facilities, plus the lesser of (a) $50 million and (b) an amount equal to the aggregate amount

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of our EBITDA for the four fiscal quarters for which internal financial statements are available immediately preceding such date times five, with appropriate pro forma adjustments to EBITDA on the date on which such indebtedness is to be incurred less the amount of our secured indebtedness outstanding on the date of such incurrence, (ii) acquire persons engaged in a similar business that becomes restricted subsidiaries and (iii) make other investments having an aggregate fair market value not to exceed 3.5% of Total Assets provided that the Adjusted EBITDA to fixed charges ratio is less than 6.00:1 on a pro forma basis after giving effect to such investment. Fixed charges is defined in the indenture governing the notes as consolidated interest expense plus all cash dividends or other distributions paid on any series of preferred stock of any restricted subsidiary and all dividends or other distributions accrued on any series of disqualified stock.

Capital Expenditures

        Our capital expenditures in 2006 (combined basis) were approximately $13.6 million, of which approximately $10.9 million were incurred in connection with the purchase of new machinery to improve our manufacturing capacity and efficiency, instruments to support our Surgical Implant Division's new product offerings and our ongoing investment in information technology. We estimate that our capital expenditures in 2007 will be approximately $15.3 million, of which approximately $10.7 million will be incurred in connection with the purchase of new machinery to improve manufacturing capacity and efficiency, instruments to support our Surgical Implant Division's new product offerings and ongoing investment in information technology.

Contractual Obligations, Commercial Commitments, and Leases

        The following table summarizes our contractual obligations associated with our long-term debt, lease obligations and purchase obligations as of December 31, 2006 (in thousands):

	Payment due by period
	Total		<1 year		1-3 years		3-5 years		>5 years
Long-term debt obligations	$	553,896	$	6,173	$	8,012	$	7,441	$	532,270
Interest payments(a)		371,848		51,061		101,237		100,115		119,435
Capital lease obligations		646		332		314		—		—
Operating lease obligations		13,400		3,384		5,372		3,905		739
Purchase obligations		60,015		20,563		12,452		6,000		21,000
Total	$	999,805	$	81,513	$	127,387	$	117,461	$	673,444

(a)

$200.6 million of long-term debt is subject to fixed interest rates and $353.9 million of long-term debt is subject to floating interest rates. The interest payments in the above table for the floating rate debt were based primarily on an assumed 7.87% interest rate which is the effective interest rate for the term loans under the new senior secured credit facilities at December 31, 2006.

        As of December 31, 2006, we had entered into purchase commitments for inventory, capital acquisitions and other services totaling approximately $60.0 million in the ordinary course of business. The purchase obligations shown above include approximately $1.2 million committed to a manufacturer in Taiwan to build PC boards for our existing and new electrotherapy lines for our Orthopedic Rehabilitation Division. In addition, we are obligated to purchase $5.2 million in 2007, $4.5 million in 2008, and $1.9 million in 2009 from Medireha, which is 50% owned by us, under a distribution agreement granting us exclusive rights to the distribution of products that Medireha manufactures through 2008, the expiration date of our agreement.

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        In addition, under the transaction and monitoring fee agreement entered into in connection with the Transactions, RTI has an obligation to pay a $3.0 million annual monitoring fee to Blackstone Management Partners V L.L.C. See "Certain Relationships and Related Party Transactions" for a more detailed description of the agreement.

Quantitative and Qualitative Disclosures About Market Risk

        We are exposed to certain market risks as part of our ongoing business operations, primarily risks from changing interest rates and foreign currency exchange rates that could impact our financial condition, results of operations, and cash flows.

Interest Rate Risk

        Our primary exposure is to changing interest rates. We are exposed to interest rate risk in connection with our new senior secured credit facilities, which bears interest at floating rates based on Bank of America's prime rate plus 0.5% or Eurodollar rate adjusted for maximum reserves. Our outstanding balance under the new senior secured credit facilities was $349.1 million as of December 31, 2006. We have historically managed our interest rate risk by balancing the amount of fixed and variable debt. For fixed rate debt, interest rate changes affect the market value, but do not impact earnings or cash flow. Conversely, for variable rate debt, interest rate changes generally do not affect the fair market value, but do impact future earnings and cash flow, assuming other factors are held constant. In February 2007, we swapped variable rates for fixed rates on $175.0 million of the borrowings under the new senior secured credit facilities, thereby locking in a fixed rate on this portion of the principal. A hypothetical 1% increase in variable interest rates for the new senior secured credit facilities would have impacted our earnings and cash flow, for the year ended December 31, 2006, by approximately $550,000. All of our other debt was fixed rate debt at December 31, 2006. We may use additional derivative financial instruments where appropriate to manage our interest rate risk. However, as a matter of policy, we do not enter into derivative or other financial investments for trading or speculative purposes.

Foreign Currency Risk

        As we continue to expand our business through acquisitions and organic growth, the sales of our products in European markets that are denominated in foreign currencies has increased. As a result, the impact of currency fluctuations on our operating results has been partially affected. During the year ended December 31, 2006, our average monthly sales denominated in foreign currencies was approximately $5.4 million of which $5.2 million was derived from Euro denominated sales.

        In addition, our exposure to fluctuations in foreign currencies arises because certain of our subsidiaries' results are recorded in currencies other than the U.S. Dollar, primarily Euros, and then translated into U.S. Dollars for inclusion in our consolidated financial statements and certain of our subsidiaries enter into purchase or sale transactions using a currency other than its functional currency. For example, our principal German subsidiary records the majority of its revenues and certain of its expenses in Euros. Our German subsidiary's results are reflected in our consolidated financial statements in U.S. Dollars. Therefore, our reported results are exposed to fluctuations in the exchange rates between the U.S. Dollar and the Euro. During a period in which the U.S. Dollar strengthens versus the Euro, our reported consolidated net sales will be lower than they might otherwise have been because net sales earned in Euros will translate into fewer U.S. Dollars. The assets and liabilities of our foreign subsidiaries that are reflected on our consolidated balance sheet are translated into U.S. Dollars at the exchange rate in effect at the balance sheet date, while the net sales and operating expenses of our foreign subsidiaries that are reflected on our consolidated statements of operations are

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translated into U.S. Dollars at the weighted-average exchange rate for the reporting period. The resulting translation adjustments are recorded in membership equity as accumulated other comprehensive income or loss. Accordingly, changes in currency exchange rates will cause our net income and membership equity to fluctuate from period to period.

        Finally, our German subsidiary purchases the majority of its product inventories in U.S. Dollars, with the purchase translated into Euros at the time of payment, and the inventory expense recognized in Euros at the time of sale. In addition, our Swiss subsidiary acquired in the Compex Acquisition whose functional currency is Euros must pay a portion of its operating expenses in Swiss Francs. Our November 2006 Cefar Acquisition has increased our foreign currency risk by expanding our exposure to the Euro and has added the Swedish Krona and Norwegian Krona to our portfolio of foreign currencies. Our U.S. operations are also subject to risk associated with international currency exchange rates on purchases of inventory from a small number of foreign suppliers in foreign currencies. Our German subsidiary periodically utilizes international currency derivatives to limit its risk to currency fluctuations. These derivatives are typically in the form of forward currency contracts used to manage currency fluctuation on purchases of inventory denominated in U.S. Dollars. We did not have any foreign currency derivatives outstanding as of December 31, 2006.

        To date, we have not used international currency derivatives to hedge against our investment in our European subsidiaries or their operating results, which are converted into U.S. Dollars at period-end and average rates, respectively.

Recent Accounting Pronouncements

        In February 2006, the FASB issued Staff Position No. FAS 123R-4, "Classification of Options and Similar Instruments Issued as Employee Compensation That Allow for Cash Settlement upon Occurrence of a Contingent Event" ("FSP FAS 123R-4"). FASB Staff Position FSP FAS 123R-4 amends FASB Statement of Financial Accounting Standards (SFAS) 123R to require evaluation of the probability of occurrence of a contingent cash settlement event in determining whether the underlying options or similar instruments issued as employee compensation should be classified as liabilities or equity. On the date the contingent event becomes probable of occurring the award must be recognized as a liability. On that date, the company recognizes a share-based liability equal to the portion of the award attributed to past service and any provision for accelerated vesting, multiplied by the fair value of the award on that date. The Merger triggered an acceleration clause in our Parent's employee stock option plan which resulted in cash settlement for employee options, and accordingly, the Predecessor expensed the related stock compensation costs in period ended November 3, 2006.

        In July 2006, the FASB issued FASB Interpretation 48, "Accounting for Income Tax Uncertainties" ("FIN 48"). FIN 48 defines the threshold for recognizing the benefits of tax return positions in the financial statements as "more-likely-than-not" to be sustained by the taxing authority. FIN 48 also provides guidance on the derecognition, measurement and classification of income tax uncertainties, along with any related interest and penalties. FIN 48 also includes guidance concerning accounting for income tax uncertainties in interim periods and increases the level of disclosures associated with any recorded income tax uncertainties. FIN 48 is effective for fiscal years beginning after December 15, 2006. The differences between the amounts recognized in the statements of financial position prior to the adoption of FIN 48 and the amounts reported after adoption will be accounted for as a cumulative-effect adjustment. We have not yet determined the impact, if any, of adopting the provisions of FIN 48 on our financial position, results of operations and liquidity.

        In September 2006, the SEC issued Staff Accounting Bulletin No. 108 ("SAB 108") "Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements." SAB 108 is effective for fiscal years ending on or after November 15, 2006, with earlier

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adoption encouraged. Registrants should quantify errors using both the "rollover" approach (current year statement of operations effect) and "iron curtain" approaches (year end balance sheet effect) and evaluate whether either approach results in quantifying a misstatement that, when all relevant quantitative and qualitative factors are considered, is material. Importantly, if correcting the item in the current year materially affects the current year but yet the item was not material in any prior year, "the prior year financial statements should be corrected, even though such revision previously was and continues to be immaterial to the prior year financial statements." However, in this circumstance, correcting prior year financial statements for immaterial errors does not require amending previously filed financial statements—the correction can be made the next time the prior year financial statements are filed. We adopted SAB No. 108 for the year ended December 31, 2006. The adoption of SAB No. 108 did not have a material effect on our results of operations and financial condition.

        In September 2006, the FASB issued Statement No. 157, "Fair Value Measurement" ("FAS 157"). FAS 157 defines fair value, establishes a framework and gives guidance regarding the methods used for measuring fair value, and expands disclosures about fair value measurements. FAS 157 is effective for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. We are currently assessing the impact that FAS 157 will have on our results of operations and financial position.

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BUSINESS

        We are a diversified orthopedic device company that develops, manufactures and distributes a comprehensive range of high quality orthopedic devices used for rehabilitation, pain management and physical therapy. We also develop, manufacture and distribute a wide range of surgical reconstructive implant products. Our products are used by orthopedic specialists, physicians, physical therapists, and other healthcare professionals to treat patients with musculoskeletal conditions resulting from degenerative diseases, deformities, traumatic events and sports related injuries. In addition, many of our non-invasive medical devices and related accessories are used primarily by patients for at-home physical therapy.

Our Market Opportunities

        According to a 2004 survey conducted by Business Communications Co., Inc., estimated sales of orthopedic implants and devices in the United States were approximately $8.7 billion in 2003 and are expected to grow to $17.9 billion by 2009, which represents a compounded annual growth rate of 12.5%. Several factors are driving growth in the orthopedic products industry, including, but not limited to:

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Favorable demographics. An aging population is driving growth in the orthopedic products market. Many conditions that require rehabilitative treatment or orthopedic surgery affect people in middle age or later in life. According to a 2005 U.S. Census Bureau projection, as a result of the aging baby boomer generation, the percentage of the U.S. population aged 65 and over is expected to grow from 12.4% in 2000 to 13.0% in 2010 and to 19.7% by 2030. In addition, according to the National Center for Health Statistics of the Centers for Disease Control, the average life expectancy in the United States increased from 75.4 years in 1990 to 77.9 years in 2004. As life expectancy increases, we believe people will remain active longer, and that the number of injuries requiring orthopedic rehabilitation and reconstructive implants will likely increase.



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Shift toward non-invasive rehabilitation devices and at-home physical therapy. We believe the growing awareness and clinical acceptance by healthcare professionals of the benefits of non-invasive, non-systemic treatment and rehabilitation products, combined with the increasing interest by patients in rehabilitative solutions that minimize risk and recuperation time and provide greater convenience, will continue to drive demand for these products. Our orthopedic rehabilitative products are non-invasive and many are designed for at-home use, which we believe should allow us to benefit from the market shift toward these treatment alternatives.



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Cost containment initiatives by third party payors. With the cost of healthcare rising in the United States and internationally, third party payors are seeking more cost-effective therapies without reducing the quality of care. For example, third party payors seek to reduce clinic visits and accommodate patients' preference for therapies that can be conveniently administered at home. We believe that some of our orthopedic rehabilitation products offer cost-effective alternatives to surgery and traditional forms of physical therapy and pain management.



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Expanding the application of orthopedic medical devices through improving technologies. Advances in technologies and procedures have expanded the scope and efficacy of products and applications in the orthopedic products market. For example, TENS and NMES devices are increasingly being recognized as effective solutions to pain management and rehabilitative therapy. In addition, new technologies that prolong the expected life of orthopedic implants, such as Keramos, a ceramic-on-ceramic acetabular hip system that minimizes wear, create opportunities for joint reconstruction on younger and more active patients.

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•

Increased need for rehabilitation due to increased orthopedic surgical volume. The combination of an increased number of sports related injuries with factors such as an aging population and improvements in orthopedic surgical technologies has contributed to an increased number of orthopedic surgeries performed. We believe that orthopedic surgical volume should continue to increase, which should result in a corresponding increase in the need for orthopedic rehabilitation, pain management and physical therapy products to assist in patient recovery.

Our Competitive Strengths

        We believe we have a number of competitive strengths that will enable us to further enhance our position in the orthopedic device market.

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Leading market positions. We derived approximately 70% of our net sales in 2006 from certain products, including electrotherapy, iontophoresis, home traction and CPM devices, that we believe have leading market positions. Our physical therapy rehabilitation products marketed under the Chattanooga Group and Empi brands have a reputation for quality, durability and reliability among healthcare professionals and have been offered for over 50 years and 25 years, respectively. We believe these brands have allowed us to establish a presence in a fragmented industry and that they will help us to capture a larger share of a growing market. In addition, the Compex and Cefar brands are recognized as the leaders in the electrotherapy market in Europe.



•

Comprehensive range of orthopedic rehabilitation and surgical reconstructive implant products. We offer a diverse range of orthopedic devices, including orthopedic rehabilitation, pain management and physical therapy products and surgical reconstructive implant products, to orthopedic specialists and patients for at-home therapy. Our broad product offering meets many of the needs of rehabilitation therapists and enables us to maintain brand loyalty with our customer and distributor base. Our surgical implant product offering covers all major joint implant requirements and includes innovative products such as the Reverse Shoulder Prosthesis.



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Extensive and diverse distribution network. We use multiple channels to distribute our products to our diverse customer base. We use approximately 6,000 dealers and a direct sales force of over 275 representatives to supply our rehabilitation products to approximately 70% of the physical therapy clinics in the United States. We believe that our distribution network provides us with a significant competitive advantage in selling our existing rehabilitation products and in introducing new orthopedic rehabilitation products. Our surgical implant products are distributed through independent sales representatives in the United States and distributor relationships outside the United States.



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Strong relationships with managed care organizations and national rehabilitation providers. Our market positions in our core orthopedic rehabilitation product lines and the breadth of our orthopedic rehabilitation product offerings have enabled us to secure important preferred provider and managed care contracts. We currently have contracts with over 600 managed care providers, including over 60 preferred provider arrangements with regional and national operators of physical therapy clinics.



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Proprietary third party billing system. We have developed a third party billing system that manages over 8,200 payor claim centers, including 600 active payor contracts, that covers over 110 million patient lives. This billing system reduces the duration of payment cycles, improves relationships with payors, such as insurance companies and managed care organizations, and tracks patients to improve quality of care and create subsequent selling opportunities.



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New product development capabilities. We have experienced research and development teams in both our Orthopedic Rehabilitation and Surgical Implant Divisions with proven expertise in the

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design and development of new products as well as in the enhancement of existing products with the latest technology and updated designs. We seek to develop new technologies to improve durability, performance and effectiveness of existing products. In addition to our own research and development, we acquire, license and commercialize technologies and new product ideas from orthopedic surgeons and other orthopedic specialists. In 2006, we introduced four new orthopedic rehabilitation products, including the EMG-EZ, a new traction unit and a new Flexion table. We expect additional new product releases by our Orthopedic Rehabilitation Division during 2007.

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Experienced management team. Our senior management team has extensive experience in the medical device industry, including experience with industry participants such as Maxxim Medical Inc., Stryker Corporation, Johnson & Johnson Corporation, Centerpulse Ltd. and Cholestech Corporation. Our senior management team also has significant experience in identifying, acquiring and integrating complementary companies and business lines.

Our Strategy

        Our objective is to strengthen our position as a provider of a comprehensive range of orthopedic devices, sports medicine equipment and related products to orthopedic surgeons, physical therapists, athletic trainers and other orthopedic specialists operating in a variety of treatment settings and for the home physical therapy market. To achieve this objective, we intend to:

•

Integrate strategic acquisitions. We will continue to seek to identify and capitalize upon strategic acquisition opportunities similar to those presented to us by our prior acquisitions, such as Empi, Compex and Cefar, to further penetrate the orthopedic devices market, reduce operating costs and improve operating efficiencies in our company.



•

Develop and launch new products. We plan to continue to develop and launch new products through both internal development and acquisitions. In our Orthopedic Rehabilitation Division, we intend to maintain our leadership position through continued innovation and development of our electrotherapy, patient care, physical therapy and chiropractic treatment table and continuous passive motion and other product offerings. In our Surgical Implant Division, we intend to continue to emphasize our reconstructive joint products and technology to continue to meet the needs of orthopedic surgeons and to cover additional types of surgical procedures.



•

Expand our distribution channels. We intend to continue to actively recruit new sales representatives who have established relationships with orthopedic surgeons to increase market penetration and geographic coverage in the orthopedic rehabilitation and surgical implant product markets. A network of over 5,700 dealers supports our clinical orthopedic rehabilitation products. A direct sales force of over 200 field representatives in the United States and over 75 international sales representatives support our home therapy orthopedic rehabilitation products. An internal sales force of 314 domestic and international representatives work with patients to handle insurance and third-party reimbursement. We utilize domestic independent sales representatives for our surgical implant products. The combination of a direct sales force, independent sales representatives, and dealers will allow us to deepen our penetration into our existing markets as well as to expand our domestic and international geographic reach.



•

Pursue strategic acquisitions. We will continue to pursue selective acquisitions of complementary businesses, technologies or product lines in the orthopedic products market that enhance, or are complementary with or related to, our product mix, sales and distribution, or manufacturing capabilities.

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Our Products

        Our products are used by orthopedic specialists, physicians, physical therapists, and other healthcare professionals to treat patients with musculoskeletal conditions resulting from degenerative diseases, deformities, traumatic events and sports related injuries. In addition, many of our non-invasive medical devices and related accessories are used primarily by patients for at-home therapy. We currently market and distribute our products through two operating divisions.

Orthopedic Rehabilitation Division

        Our Orthopedic Rehabilitation Division is a provider of orthopedic rehabilitation products used by a variety of healthcare professionals involved in the field of physical medicine. We market our orthopedic rehabilitation products through two brands in the United States: Chattanooga Group and Empi; and through three brands in Europe: Ormed, Cefar and Compex. We believe that many of our orthopedic rehabilitation products have leading market positions. Our Orthopedic Rehabilitation Division generated net sales of approximately $303.2 million and $239.3 million and gross profit of approximately $167.2 million and $136.1 million for the years ended December 31, 2006 (combined basis) and 2005, respectively.

        The following table summarizes many of our Orthopedic Rehabilitation Division product categories in which we sell products that have FDA approval:

Product Category	Description
Home Electrotherapy Devices	Transcutaneous electrical nerve stimulation (TENS) Neuromuscular electrical stimulation (NMES)
Clinical Electrotherapy	Electrotherapy/ultrasound Electrodes
Patient Care	Dry heat therapy Hot/cold therapy Paraffin wax therapy Moist heat therapy Compression therapy Bracing Soft Bracing/bandages Dynamic splinting Hyaluronan acid Nutritional supplement
Physical Therapy Tables and Traction Products	Treatment tables Traction Cervical traction Lumbar traction
Iontophoresis	Non-invasive drug delivery
Chiropractic	Treatment tables
CPM	Continuous Passive Motion

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Surgical Implant Division

        We currently develop, manufacture and distribute a wide variety of orthopedic reconstructive joint products for the knee, hip and shoulder, along with instruments used by surgeons to perform orthopedic reconstructive surgery. Our Surgical Implant Division generated net sales of approximately $59.1 million and $54.5 million and gross profit of $41.6 million and $42.9 million in the years ended December 31, 2006 (combined basis) and 2005, respectively.

        The following table summarizes our Surgical Implant Division product categories in which we sell products which have FDA approval and which we are currently marketing:

Product Categories	Description
Knees	Primary total joint replacement Revision total joint replacement Unicondylar joint replacement
Hips	Primary replacement stems Acetabular cup system Revision joint replacement
Shoulders	Primary total joint replacement Fracture repair system Revision total joint replacement

Research and Development

        Our research and development programs focus on the development of new products, as well as the enhancement of existing products with the latest technology and updated designs. We seek to develop new technologies to improve durability, performance and usability of existing products, and to develop our manufacturing process to improve product performance and reduce manufacturing costs. In addition to our own research and development, we receive new product and invention ideas, especially in procedure specific areas, from orthopedic surgeons and other orthopedic specialists. We also seek to obtain rights to ideas we consider promising from a clinical and commercial perspective through entering into either assignment or licensing agreements.

        We conduct research and development programs at our facilities in Austin, Texas; Chattanooga, Tennessee; St. Paul, Minnesota; and Ecublens, Switzerland. We invested approximately $13.8 million in 2006 (on a combined basis and excluding approximately $29.1 million of IPR&D), $9.6 million in 2005 and $7.3 million in 2004 into research and development activities. As of December 31, 2006, we had approximately 120 employees in our research and development departments.

Marketing and Sales

        Both of our divisions have developed their own sales and distribution channels. The combination of these two channels allows us to sell our products to a variety of treatment settings across new and complementary distribution networks.

Orthopedic Rehabilitation Division

        We currently market and sell our Orthopedic Rehabilitation Division products in two different ways. We sell our clinical rehabilitation product lines to physical therapy clinics, primarily through a worldwide network of over 5,700 dealers and distributors, which are managed by our internal sales people. These dealers sell our clinical rehabilitation products to a variety of healthcare professionals, including physical therapists, athletic trainers, chiropractors, and sports medicine physicians. Except for distributors outside of the United States, we do not maintain formal distribution contracts. These distributors purchase products from us at discounts off the published list price. We maintain an internal

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marketing and sales support program to support our dealer network. This program is comprised of a group of individuals who provide dealer and end-user training, develop promotional materials, and attend over 120 trade shows each year. No particular distributor accounts for more than 5% of Orthopedic Rehabilitation Division clinical products sales.

        We sell our home therapy products primarily to individual patients and physical therapy clinics, which include hospital physical therapy departments, sports medicine clinics and pain management centers, through our own U.S. based direct sales force of over 200 representatives and approximately 60 independent sales representatives. Therapies that use our electrotherapy and orthotics products are generally prescribed to patients by a physician such as an orthopedic surgeon. The physician will typically direct the patient to a physical therapy clinic to meet with a trained physical therapist who provides the patient with the prescribed product from our consigned inventory at the clinic. This sales process is facilitated by our relationships with third party payors, such as managed care organizations, who ultimately pay us for the products prescribed to patients. For these reasons, we view physical therapists, physicians and third party payors as key decision makers in product selection and patient referral, which directly impacts sales of our home therapy products. In Europe we use a sales force of over 75 salespersons who call on healthcare professionals, as well as consumer retail stores such as sporting equipment providers and pharmacies, to sell our products.

        The payor base for our home therapy products is diversified with no individual payor accounting for more than 5% of net sales generated by our Orthopedic Rehabilitation Division segment for the year ended December 31, 2006. Medicare and Medicaid together accounted for approximately 5% of our 2006 net sales. In the United States, in connection with these product lines, we currently have more than 60 preferred provider arrangements with third party payors and approximately 600 managed care contracts.

Surgical Implant Division

        We currently market and sell our Surgical Implant Division products in the United States to hospitals and orthopedic surgeons through a network of approximately 200 independent commissioned sales representatives. We recruit sales agents and representatives to expand the geographic areas in which we sell our products. Generally, our independent sales representatives sell reconstructive joint products. We usually enter into agreements with sales agents for a term of one to five years. Agents are typically paid a sales commission and are eligible for bonuses if sales exceed certain preset objectives. Our independent sales representatives work for these agents. We assign our sales agents to an exclusive sales territory. Substantially all of our sales agents agree not to sell competitive products. Typically we can terminate our agreements with sales agents prior to the expiration of our agreements only for cause, which includes failure to meet specified periodic sales targets. We provide our sales agents with product inventories on consignment for their use in marketing our products and for filling customer orders. Outside the United States, our surgical implant products are sold through distributors, principally in Japan and select countries in Europe, where we are developing a distribution network on a country-by-country basis.

        To a significant extent, sales of our surgical implant products depend on the preference of orthopedic surgeons. We have developed and maintain close contractual relationships with orthopedic surgeons who assist us with developing our products. These orthopedic surgeons may give demonstrations using our products, speak about our products at medical seminars, train other orthopedic surgeons in the use and implantation of our products, and provide us with feedback on the acceptance of our products. We have also established relationships with surgeons who perform various consulting services for us, including conducting clinical studies on various products, establishing protocols for use of the products and participating at various symposia. Surgeons who assist us in developing our products are generally compensated with a royalty payment. Consulting surgeons are paid consulting fees for their services.

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Manufacturing

        We use both in-house manufacturing capabilities and relationships with third party vendors to supply our products. Generally, we use third party vendors that have special manufacturing capabilities. In addition, we use third party vendors when we believe it is appropriate based on certain factors, including our in-house capacity, lead time control and cost control. We believe there are alternate sources for our vendors and believe that adequate capacity exists at our current vendors to meet our anticipated needs.

Orthopedic Rehabilitation Division

        In our Orthopedic Rehabilitation Division, we manufacture our products in two primary locations. These manufacturing facilities are certified by the International Organization for Standardization ("ISO") and also comply with FDA Quality System Regulations ("QSR") requirements, which provide standards for safe and consistent manufacturing of medical devices and appropriate documentation of the manufacturing and distribution process. Many of our products carry the European Community Medical Device Directive "CE" certification mark.

        We make our products which are clinical in nature, such as electrotherapy devices, patient care products and physical therapy and chiropractic treatment tables and continuous passive motion devices, in our manufacturing facilities located in Chattanooga, Tennessee. These facilities are capable of using various manufacturing processes, including metal fabrication, coating, electronic assembly, mechanical assembly, woodworking and sewing.

        Our home electrotherapy devices sold in the United States as well as some components and related accessories, are manufactured at our Clear Lake, South Dakota facility. Manufacturing activities at the Clear Lake facility include electronic and mechanical assembly, electrode fabrication and assembly and fabric sewing processes. Our products are comprised of a variety of components including die cast metal parts, injection molded plastic parts, printed circuit boards, electronic components, lead wires, electrodes and other components. Parts for these components are purchased from outside suppliers and are, in some instances, manufactured on a custom basis. For our home electrotherapy devices which are sold outside the United States, most of these products are manufactured by outside third-party vendors.

        Many of the component parts and raw materials we use in our manufacturing and assembly operations are available from more than one supplier. However, certain continuous passive motion devices are currently purchased from a single supply source, Medireha, which is 50% owned by us. This facility, based in Umkirch, Germany, is also ISO certified. Our distribution agreement with Medireha grants us exclusive rights to the distribution of products that Medireha manufactures. The distribution agreement, which expires on June 30, 2009, also provides that we are required to purchase a certain amount of product annually. In addition, our Compex SA subsidiary currently utilizes a single vendor for many of its home electrotherapy devices.

Surgical Implant Division

        In our Surgical Implant Division, we manufacture our products in our manufacturing facility at Austin, Texas. This manufacturing facility includes computer controlled machine tools, belting, polishing, cleaning, packaging and quality control. We initially obtained internationally recognized ISO qualification and the "CE" certification for this facility in 1996 and updated our ISO qualification to the ISO 13485:2003 standard in 2005. This standard specifies requirements for a quality management system that can be used by an organization for the design, development and production of medical devices. Our U.S. manufacturing operations also comply with FDA QSR requirements. The primary raw materials used in the manufacture of our surgical implant products are cobalt chromium alloy, stainless steel alloys, titanium alloy and ultra high molecular weight polyethylene. All Surgical Implant Division products go through in-house quality control, cleaning and packaging operations.

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Intellectual Property

        We have rights to more than 125 United States and foreign patents covering a wide range of our products and have filed applications for additional patents. We own most of these patents and have express or implied licensed rights to the remainder, either on an exclusive or non-exclusive basis. We have numerous trademarks registered in the United States, a number of which are also registered in countries around the world. We also assert ownership of numerous unregistered trademarks, some of which have been submitted for registration in the United States and foreign countries. In the future, we will continue to apply for such additional patents and trademarks as we deem appropriate. However, we cannot guarantee whether our existing or future patents, if any, will afford adequate protection, whether any existing patent applications will result in issued patents, or whether our patents will be circumvented, invalidated or declared unenforceable.

        Additionally, we seek to protect our non-patented know-how, trade secrets, processes and other proprietary confidential information, through a variety of methods, including having our employees and consultants sign invention assignment agreements and confidentiality agreements and having our independent sales agents and distributors sign confidentiality agreements. However, these methods may not provide us with adequate protection. Because many of our products are regulated, proprietary information created during our development of a new or improved product may have to be disclosed to the FDA or another U.S. or foreign regulatory agency in order to have the lawful right to market such product. Our proprietary information may also become known to, or be independently developed by, our competitors, or our proprietary rights in intellectual property may be challenged, any of which could have a material adverse effect on our business, financial condition and results of operations.

        We have distribution rights for certain products that are manufactured by others and hold both exclusive and nonexclusive licenses under third party patents and trade secrets that cover some of our existing products and products under development. For 2006, sales from these distribution agreements and licenses represented less than 10% of our overall sales. However, if any of the distribution agreements were terminated or if we lost any of these licenses, we would not be able to manufacture or sell the related products, which could have an adverse effect on our future business, financial condition and results of operations.

        The validity of any of the patents or other intellectual property owned by or licensed to us may not be upheld if challenged by others in litigation. Due to these and other risks described in this prospectus, we do not rely solely on our patents and other intellectual property to maintain our competitive position. We believe that the development and marketing of new products and improvement of existing ones is, and will continue to be, more important to our competitive position than relying solely on existing products and intellectual property.

Competition

        The orthopedic devices market is highly competitive and somewhat fragmented. Some of our competitors, either alone or in conjunction with their respective parent corporate groups, have greater research and development, sales, marketing and manufacturing capabilities than we do, and thus may have a competitive advantage over us. Some of our competitors that market their products through independent third parties may also have a competitive advantage over us because of the costs associated with having a direct sales force which we incur. Recently, product pricing has become increasingly important as a competitive factor, particularly due to governmental and third party payors' adoption of prospective payment systems. Although we believe that the design and quality of our products compare favorably with those of our competitors, if we are unable to offer products with the latest technological advances at competitive prices, our ability to compete successfully with our competitors could be materially and adversely affected.

        Given our sales history, our history of product development and the experience of our management team, we believe we are capable of effectively competing in the orthopedic devices market

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in the future. Further, the comprehensive range of products we offer enables us to reach a diverse customer base and to use multiple distribution channels in an attempt to increase our growth across the orthopedic devices market. In addition, the acquisition of the various companies and product lines which now comprise our Orthopedic Rehabilitation Division continues to improve the name recognition of our company and our products.

        Our ability to compete is affected by our ability to:

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develop new products and innovative technologies;



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obtain regulatory clearance and compliance for our products;



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manufacture and sell our products cost-effectively;



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meet all relevant quality standards for our products and their markets;



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respond to competitive pressures specific to each of our geographic markets, including our ability to enforce non-compete agreements;



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protect the proprietary technology of our products and manufacturing processes;



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market our products;



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attract and retain skilled employees and sales representatives; and



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maintain and establish distribution relationships.

Orthopedic Rehabilitation Division

        Our Orthopedic Rehabilitation Division's competitors include large corporations and companies that are part of corporate groups that have significantly greater financial, marketing and other resources than we do. The primary competitors of our Orthopedic Rehabilitation Division in the orthopedic rehabilitation market are Dynatronics Corporation, Mettler Electronics Corporation, Richmar Corporation, Patterson Medical, Enraf Nonius, Gymna Uniphy and Acorn Engineering. The physical therapy products market is highly competitive and fragmented. The competitors in the CPM devices market include several multi product companies with significant market share and numerous smaller niche competitors. In the United States, our primary competitor in the TENS and NMES markets is International Rehabilitation Sciences, Inc. (d/b/a RS Medical). Our primary competitor in the iontophoresis market is IOMED, Inc., and our primary competitors in the orthotics market are Dynasplint Systems, Inc., Ultraflex Systems, Inc. and Saunders Group, Inc. In Europe, our primary competitors in the TENS and NMES markets are Schwa Medico GmbH and BMR Neurotech, Inc., and our primary competitors in the orthotics market are Bauerfeind Orthopadie GmbH & Co. KG and dj. Competition in these markets is based primarily on the quality and technical features of products, product pricing and contractual arrangements with third party payors and national accounts.

Surgical Implant Division

        The market for orthopedic products similar to those produced by our Surgical Implant Division is dominated by a number of large companies, including Biomet, Inc., DePuy, Inc. (a Johnson & Johnson company), Medtronic, Inc., Smith & Nephew plc, Stryker Corporation and Zimmer Holdings, Inc., which are much larger and have significantly greater financial resources than we do. Our Surgical Implant Division also faces competition from companies similar in size to ours, such as Wright Medical Group, Inc. and Exactech, Inc. Competition in the market in which our Surgical Implant Division participates is based primarily on price, quality, innovative design and technical capability, breadth of product line, scale of operations and distribution capabilities. Our current and future competitors may have greater resources, more widely accepted and innovative products, less-invasive therapies, greater technical capabilities, and stronger name recognition than we do.

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Government Regulation

FDA and Similar Foreign Government Regulations

        Our products are subject to rigorous government agency regulation in the United States and in other countries. In the United States, the FDA regulates the development, testing, labeling, manufacturing, promotion, distribution and marketing of medical devices to ensure that medical products distributed in the United States are safe and effective for their intended uses. The FDA also regulates the export of medical devices manufactured in the United States to international markets. Our medical devices are subject to such FDA regulation.

        Under the Food, Drug and Cosmetic Act, as amended, medical devices are classified into one of three classes depending on the degree of risk to patients using the device. Class I devices are those for which safety and effectiveness can be assured by adherence to General Controls, which include compliance with FDA QSRs, facility and device registrations and listings, reporting of adverse medical events, and appropriate truthful and non-misleading labeling, advertising and promotional materials. Some Class I devices also require pre-market review and clearance by the FDA through the Pre-market Notification 510(k) process described below. Class II devices are subject to General Controls, as well as pre-market demonstration of adherence to certain performance standards or other special controls as specified by the FDA. Pre-market review and clearance by the FDA is accomplished through the Pre-market Notification 510(k) procedure. In the 510(k) procedure, the manufacturer submits certain required information to the FDA in order to establish that the device is "substantially equivalent" to a device that was legally marketed prior to May 28, 1976, the date upon which the Medical Device Amendments of 1976 were enacted or to another similar commercially available device subsequently cleared through the 510(k) process. Upon establishment of such substantial equivalence, the FDA may grant clearance to commercially market the device. It generally takes three to six months from the date of submission to obtain clearance of a 510(k) Pre-market Notification submission, but the process could take longer. If the FDA determines that the device, or its intended use, is not "substantially equivalent," the FDA will automatically place the device into Class III.

        A Class III product is a product that has a wholly new intended use or is based on technology for which the safety and effectiveness of the device cannot be assured solely by the General Controls, performance standards and special controls applied to Class I and II devices. These devices generally require clinical trials involving human subjects to assess their safety and effectiveness. These clinical trials are subject to regulation by the FDA, and if federal funds are involved or if an investigator or site has signed a federal assurance, by the National Institutes of Health and by the Office for Human Research Protections. A Pre-Market Approval ("PMA") from the FDA is required before the manufacturer of a Class III product can proceed in marketing the product. The PMA process is much more extensive than the 510(k) process. In order to obtain a PMA, Class III devices, or a particular intended use of any such device, must generally undergo clinical trials pursuant to an application submitted by the manufacturer for an Investigational Device Exemption ("IDE"). An IDE allows the investigational device to be used in a clinical study in order to collect safety and effectiveness data required to support a PMA application or a 510(k) submission to the FDA. Only a small percentage of 510(k)s require clinical data to support the application. Investigational use is also required to evaluate clinically certain modifications or new intended uses of legally marketed devices. An approved IDE permits a device to be shipped lawfully for the purpose of conducting investigations of the device without complying with certain other requirements of the Food, Drug and Cosmetic Act that would generally apply to devices in commercial distribution.

        When a manufacturer has tested the required number of devices with the appropriate follow up period and data, the manufacturer submits the data to substantiate the safety and efficacy of the new device or new intended use. When a manufacturer believes that sufficient pre-clinical and clinical data have been generated to substantiate the safety and efficacy of the new device or new intended use, it may submit a PMA application to the FDA. FDA review of a PMA application generally takes one to

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two years from the date the PMA application is accepted for filing, but the process may take significantly longer. In approving a PMA application, the FDA may require additional clinical data and may also require some form of post-market surveillance whereby the manufacturer follows certain patient groups for a number of years, making periodic reports to the FDA on the clinical status of those patients. This helps to ensure that the long-term safety and effectiveness of the device are adequately monitored for adverse events.

        Most pre-amendment devices (those marketed prior to the enactment of the Medical Device Amendments of 1976) are, in general, exempt from such PMA requirements, as are Class I and Class II devices.

        Our products include both pre-amendment and post-amendment Class I, II and III medical devices. All our currently marketed devices are either exempt from the FDA clearance and approval process (based on our interpretation of those regulations) or we have obtained the requisite clearances or approvals (including all modifications, amendments and changes), or pre-market clearances or approvals, as appropriate, required under federal medical device law.

        Our manufacturing processes are also required to comply with QSR requirements that cover the methods and documentation of the design, testing, production, control, quality assurance, labeling, packaging and shipping of our products. Furthermore, our facilities, records and manufacturing processes are subject to periodic unscheduled inspections by the FDA and other agencies. Failure to comply with applicable QSR requirements could result in, among other things, warning letters, fines, injunctions, civil penalties, repairs, replacements, refunds, recalls or seizures of products, total or partial suspensions of production, refusal of the FDA to grant future pre-market clearances or PMA approvals, withdrawals or suspensions of current clearances or approvals, and criminal prosecution.

        We must obtain export certificates from the FDA before we can export certain of our products. We are also subject to extensive regulations that are similar to those of the FDA in many of the foreign countries in which we sell our products, including those in Europe, our largest foreign market. These include product standards, packaging requirements, labeling requirements, import restrictions, tariff regulations, duties and tax requirements. The regulation of our products in Europe falls primarily within the European Economic Area, which consists of the twenty-seven member states of the European Union, as well as Iceland, Liechtenstein and Norway. Only medical devices that comply with certain conformity requirements are allowed to be marketed within the European Economic Area. In addition, the national health or social security organizations of certain countries other than in Europe require our products to be qualified before they can be marketed in those countries.

        We have also implemented policies and procedures allowing us to position ourselves for the changing international regulatory environment. Our Surgical Implant Division has received an ISO 13485:2003 certification for its facilities and an EC Certificate for its many products. Receiving ISO 13485:2003 certification assists us in meeting international regulatory requirements to allow for export of products to Japan, countries in Europe, Australia and Canada. Our Surgical Implant Division has also met the requisites for the Canadian Medical Device Requirements.

Third-Party Reimbursement

        Our home-therapy products generally are prescribed by physicians and are eligible for third party reimbursement by government payors, such as Medicare and Medicaid, and private payors. Customers' selection of our products depends, in part, on whether third party payment amounts will be adequate. We believe that third party payors will continue to focus on measures to contain or reduce their costs through managed care and other methods. Medicare policies are important to our business because private payors often model their policies after the Medicare program's coverage and reimbursement policies.

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        Healthcare reform legislation in the Medicare area has focused on containing healthcare spending. On December 8, 2003, President Bush signed into law the Medicare Prescription Drug, Improvement, and Modernization Act of 2003, (the "Medicare Modernization Act"). This legislation provides for revisions to payment methodologies and other standards for durable medical equipment and orthotic devices under the Medicare program. First, the reimbursable amounts for durable medical equipment are subject to a temporary freeze from 2004 to 2008. Second, in May 2006, the Centers for Medicare and Medicaid Services ("CMS"), the agency responsible for administering the Medicare program, issued proposed regulations in connection with the competitive bidding process and requirements. Under the competitive bidding process, which CMS has proposed to phase in beginning October 1, 2007 in ten high population metropolitan statistical areas, Medicare would no longer reimburse for certain products and services based on the Medicare fee schedule amount. Instead, CMS would provide reimbursement for these items and services based on a competitive bidding process to be established for suppliers within designated geographic areas. Only those suppliers selected as a result of the competitive bidding process within each designated region would be eligible to have their products reimbursed through Medicare. The competitive bidding process may reduce the number of suppliers providing certain items and services to Medicare beneficiaries and the amounts paid for such items and services within a given geographic area. In 2009, the program would be expanded to eighty metropolitan statistical areas (and additional areas thereafter). In addition, CMS may use payment information from regions subject to competitive bidding to reduce Medicare reimbursement in regions not subject to competitive bidding. CMS also has proposed revising the way Medicare sets payment amounts for all new durable medical equipment, orthotics, prosthetics, and supplies, under which reimbursement could be based in part or in whole on functional assessments, price comparisons, and medical benefits assessments. CMS has not issued a final competitive bidding rule to date, but it has announced the items and geographic areas that will be included in the initial round of competitive bidding. TENS was not included in the initial round of items.

        In addition, as mandated by the Medicare Modernization Act, in August 2006, CMS issued quality standards for suppliers, which will be applied by independent accreditation organizations once approved by CMS, beginning in early 2007. Compliance with the quality standards could impact our business operations and costs associated with participation in the Medicare program. Moreover, the Medicare Modernization Act requires that new clinical conditions for payment of durable medical equipment be established. CMS issued a proposed rule to implement this provision in August 2004, but the agency has not issued a final rule to date. TENS and NMES products could be impacted by this requirement if and when applicable conditions are established. At this time, we cannot predict what clinical conditions will be adopted, the timing of such adoption, or the impact that the new quality standards or any new clinical conditions that are adopted may have on our business.

        In 2005, CMS published a final rule implementing "inherent reasonableness" authority, which allows adjustments to payment amounts by up to 15% per year for certain products and services covered by Medicare when the existing payment amount is determined to be grossly excessive or grossly deficient. The regulation lists factors that may be used by CMS and its contractors to determine whether an existing reimbursement rate is grossly excessive or grossly deficient and to determine a realistic and equitable payment amount. CMS or a Medicare contractor may make a larger adjustment each year if it undertakes prescribed procedures. The regulation provides that a payment amount will not be considered grossly excessive or grossly deficient if an overall payment adjustment of less than 15% would be necessary to produce a realistic and equitable payment amount. The Medicare Modernization Act, however, precludes the use of inherent reasonableness authority for payment amounts established under the competitive bidding process. CMS or a Medicare contractor could invoke its inherent reasonableness authority to reduce reimbursement levels for certain of our products, which could have a material adverse effect on our results of operations. Similarly, reduction in payment or loss of coverage under Medicare could result in similar action by private payors and have a material adverse effect on our operations.

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        Our international sales also depend in part upon the eligibility of our products for reimbursement through third party payors, the amount of reimbursement and the allocation of payments between the patient and third party payors. Reimbursement practices vary significantly by country, with certain countries requiring products to undergo a lengthy regulatory review in order to be eligible for third party reimbursement. In addition, healthcare cost containment efforts similar to those we face in the United States are prevalent in many of the foreign countries in which our products are sold, and these efforts are expected to continue in the future, possibly resulting in the adoption of more stringent reimbursement standards. For example, in Germany, our largest foreign country market, new regulations generally require adult patients to pay a portion of the cost of each medical technical device prescribed. This may adversely affect our sales and profitability by making it more difficult for patients in Germany to pay for our products. Any developments in our foreign markets that eliminate, reduce or materially modify coverage of, and reimbursement rates for, our products could have an adverse effect on our ability to sell our products.

Fraud and Abuse

        We are subject to various federal and state laws and regulations pertaining to healthcare fraud and abuse. Violations of these laws are punishable by criminal and civil sanctions, including, in some instances, exclusion from participation in federal and state healthcare programs, including Medicare, Medicaid, Veterans Administration health programs and TRICARE (the health care program for active duty military, retirees and their families managed by the Department of Defense). We have no reason to believe that our operations are not in material compliance with such laws. However, because these laws and regulations are broad in scope and may change, we may be required to alter one or more of our practices to be in compliance with these laws. In addition, the occurrence of one or more violations of these laws or regulations, the challenge of our operations by a governmental authority under these laws or regulations or a change in the laws or regulations may have a material adverse effect on our financial condition and results of operations.

Anti-Kickback and Fraud Laws

        Our operations are subject to federal and state anti-kickback laws. Certain provisions of the Social Security Act, commonly referred to as the Anti-Kickback Statute, prohibit persons from knowingly and willfully soliciting, receiving, offering or providing remuneration directly or indirectly to induce either the referral of an individual, or the furnishing, recommending, or arranging for a good or service, for which payment may be made under a federal healthcare program such as Medicare and Medicaid. The definition of "remuneration" has been broadly interpreted to include anything of value, including such items as gifts, discounts, waiver of payments, and providing anything at less than its fair market value. The U.S. Department of Health and Human Services ("HHS") has issued regulations, commonly known as safe harbors that set forth certain conditions which, if fully met, will assure healthcare providers and other parties that they will not be prosecuted under the Anti-Kickback Statute. Although full compliance with these provisions ensures against prosecution under the Anti-Kickback Statute, the failure of a transaction or arrangement to fit within a specific safe harbor does not necessarily mean that the transaction or arrangement is illegal or that prosecution under the Anti-Kickback Statute will be pursued. The penalties for violating the Anti-Kickback Statute include imprisonment for up to five years, fines of up to $25,000 per violation and possible exclusion from federal healthcare programs such as Medicare and Medicaid. Many states have adopted prohibitions similar to the Anti-Kickback Statute, some of which apply to the referral of patients for healthcare services reimbursed by any source, not only by the Medicare and Medicaid programs.

        The Health Insurance Portability and Accountability Act of 1995 ("HIPAA") created two new federal crimes effective as of August 21, 1996, relating to healthcare fraud and false statements regarding healthcare matters. The healthcare fraud statute prohibits knowingly and willfully executing

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or attempting to execute a scheme or artifice to defraud any healthcare benefit program, including private payors. The false statements statute prohibits knowingly and willfully falsifying, concealing or covering up a material fact or making any materially false, fictitious or fraudulent statement or representation in connection with the delivery of or payment for healthcare benefits, items or services. HIPAA applies to any healthcare benefit plan, not just Medicare and Medicaid. Additionally, HIPAA granted expanded enforcement authority to HHS and the U.S. Department of Justice ("DOJ") and provided enhanced resources to support the activities and responsibilities of the HHS Office of Inspector General and DOJ by authorizing large increases in funding for investigating fraud and abuse violations relating to healthcare delivery and payment. In addition, HIPAA mandates the adoption of standards for the electronic exchange of health information, as described below in greater detail under "Federal Privacy and Transaction Law and Regulations."

Physician Self-Referral Laws

        We may also be subject to federal and state physician self-referral laws. Federal physician self-referral legislation (commonly known as the "Stark Law") prohibits, subject to certain exceptions, physician referrals of Medicare and Medicaid patients to an entity providing certain "designated health services" if the physician or an immediate family member has any financial relationship with the entity. Durable medical equipment and orthotics are included as designated health services. The Stark Law also prohibits the entity receiving the referral from billing any good or service furnished pursuant to an unlawful referral, and any person collecting any amounts in connection with an unlawful referral is obligated to refund such amounts. A person who engages in a scheme to circumvent the Stark Law's referral prohibition may be fined up to $100,000 for each such arrangement or scheme. The penalties for violating the Stark Law also include civil monetary penalties of up to $15,000 per referral and possible exclusion from federal healthcare programs such as Medicare and Medicaid. Various states have corollary laws to the Stark Law, including laws that require physicians to disclose any financial interest they may have with a healthcare provider to their patients when referring patients to that provider. Both the scope and exceptions for such laws vary from state to state.

False Claims Laws

        Under separate statutes, submissions of claims for payment that are "not provided as claimed" may lead to civil money penalties, criminal fines and imprisonment and/or exclusion from participation in Medicare, Medicaid and other federally funded state health programs. These false claims statutes include the federal False Claims Act, which prohibits the knowing filing of a false claim or the knowing use of false statements to obtain payment from the federal government. When an entity is determined to have violated the False Claims Act, it must pay three times the actual damages sustained by the government, plus mandatory civil penalties of between $5,500 and $11,000 for each separate false claim. Suits filed under the False Claims Act, known as "qui tam" actions, can be brought by any individual on behalf of the government and such individuals (commonly known as "whistleblowers") may share in any amounts paid by the entity to the government in fines or settlement. In addition, certain states have enacted laws modeled after the federal False Claims Act. Qui tam actions have increased significantly in recent years, causing greater numbers of healthcare companies to have to defend a false claim action, pay fines or be excluded from Medicare, Medicaid or other federal or state healthcare programs as a result of an investigation arising out of such action. Under the Deficit Reduction Act of 2006, additional training requirements related to the False Claims Act were placed on providers of Medicare services.

Governmental Audits

        Because we participate in governmental programs as a supplier of medical devices, our operations are subject to periodic surveys and audits by governmental entities or contractors to assure compliance

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with Medicare and Medicaid standards and requirements. To maintain our billing privileges, we are required to comply with certain supplier standards, including licensure and documentation requirements for our claims submissions. From time to time in the ordinary course of business, we, like other healthcare companies, are audited by, or receive claims documentation requests from, governmental entities, which may identify certain deficiencies based on our alleged failure to comply with applicable supplier standards or other requirements. Medicare contractors and Medicaid agencies periodically conduct pre- and post-payment reviews and other audits of claims and are under increasing pressure to more closely scrutinize healthcare claims and supporting documentation. We have historically been subject to pre-payment and post-payment reviews as well as audits of claims and may experience such reviews and audits of claims in the future. We review and assess such audits or reports and attempt to take appropriate corrective action. We are also subject to surveys of our facilities for compliance with the supplier standards. The failure to effect corrective action to address identified deficiencies or to obtain, renew or maintain any of the required regulatory approvals, certifications or licenses could adversely affect our business, results of operations or financial condition and could result in our inability to offer our products and services to patients insured by the programs.

        We have not been subject to any governmental audits or claims documentation requests that have resulted in the identification of any material deficiencies with respect to our billing operations. We have been subject to periodic audits of our compliance with federal requirements for our facilities and related quality and manufacturing processes. As a result, the FDA has informed us that they believe that certain discrete processes related to our Surgical Implant Division did not conform with Current Good Manufacturing Practices ("CGMP"). We have been working with the FDA to resolve all outstanding issues they have identified in the past as a result of their audits regarding QSR and CGMP compliance. These items have not caused any material adverse effect on us to date and although we have no assurance that the FDA will agree with us with respect to the resolution of these issues, we do not believe the resolution of these issues will have a material adverse effect on us in the future. However, if the FDA does not agree with us with respect to the resolution of these issues, our financial position and results of operations could be materially impacted.

Federal Privacy and Transaction Law and Regulations

        Other federal legislation requires major changes in the transmission and retention of health information. HIPAA mandates, among other things, the adoption of standards for the electronic exchange of health information that may require significant and costly changes to current practices. Sanctions for failure to comply with HIPAA include civil and criminal penalties. HHS has released three rules to date mandating the use of new standards with respect to certain healthcare transactions and health information. The first rule requires the use of uniform standards for common healthcare transactions, including healthcare claims information, plan eligibility, referral certification and authorization, claims status, plan enrollment and disenrollment, payment and remittance advice, plan premium payments, and coordination of benefits. The second rule released by HHS imposes standards relating to the privacy of individually identifiable health information. These standards require certain of our divisions to comply with rules governing the use and disclosure of protected health information and also to obtain satisfactory assurances through written business associate agreements that any business associate to whom such information is disclosed will safeguard the information. The third rule released by HHS establishes minimum standards for the security of electronic health information. Compliance with the transaction standards was required by October 16, 2003, the privacy standards by April 14, 2003 and the security standards by April 21, 2005. We are currently in compliance with the standards.

Employees

        As of December 31, 2006, we had approximately 1,800 employees. Of these, approximately 500 were engaged in production and production support, 120 in research and development, approximately

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670 in sales and support, and over 500 in various administrative capacities including third-party billing staff. Of these employees approximately 1,400 were located in the United States and 400 were located in Europe. Our workforce in the United States is not unionized, however, certain of our workforce in Europe is unionized. We have not experienced any strikes or work stoppages, and our management considers our relationship with our employees to be good.

Properties

        Our corporate headquarters are in Austin, Texas, along with the manufacturing facilities and operations for our Surgical Implant Division. The domestic operations of our Orthopedic Rehabilitation Division are based in Chattanooga, Tennessee and St. Paul, Minnesota. Our Orthopedic Rehabilitation Division's European headquarters are in Freiburg, Germany, Malmo, Sweden and Ecublens, Switzerland. We also operate additional manufacturing facilities in Clear Lake, South Dakota and Umkirch, Germany and warehouse and distribution centers in Clear Lake, South Dakota; Chattanooga, Tennessee; Freiburg, Germany; Annecy-Le-Vieux, France; and Herentals, Belgium.

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        Additional information about our material facilities is set forth in the following table:

Location	Use	Owned/ Leased	Lease Termination Date	Size in Square Feet
Austin, Texas	Corporate Headquarters, Surgical Implant Division Operations and Manufacturing Facility, Warehouse, Research and Development	Leased	March 2012(a)	70,000
Chattanooga, Tennessee	Orthopedic Rehabilitation Division Operations, Manufacturing Facility, Research and Development	Owned	n/a	160,000
Chattanooga, Tennessee	Manufacturing Facility	Owned	n/a	60,000
Chattanooga, Tennessee	Distribution Center for RME Products	Leased	July 2008	50,000
Clear Lake, South Dakota	Manufacturing Facility	Owned	n/a	34,000
Clear Lake, South Dakota	Distribution Center	Owned	n/a	10,000
St. Paul, Minnesota	Orthopedic Rehabilitation Division Operations, Research and Development	Leased	October 2011(b)	93,666
Louisville, Kentucky	Direct Sales, Customer Service, Billing and Collection Activities	Leased	October 2009	4,000
New Brighton, Minnesota	Asset sold on March 26, 2007	Owned	n/a	30,000
Freiburg, Germany	Ormed European Headquarters, Warehouse and Distribution Facility, Research and Development	Leased	April 2012	35,163
Dingley, Australia	Warehouse	Leased	July 2007(c)	1,700
Herentals, Belgium	Administrative Facility and Warehouse	Leased	December 2009(c)	23,680
Ecublens, Switzerland	Compex SA European Headquarters, Administrative Facility	Leased	August 2008(b)	4,236
Annecy-Le-Vieux, France	Administrative Facility	Leased	June 2007	1,767
Milano, Italy	Administrative Facility	Leased	September 2017(d)	3,550
Malmö, Sweden	Cefar European Headquarters, Warehouse and Distribution Facility	Leased	March 2011	14,140
Barcelona, Spain	Administrative Facility and Warehouse	Leased	May 2010	4,844
Valencia, Spain	Administrative Facility and Warehouse	Leased	November 2010	2,713
Madrid, Spain	Administrative Facility and Warehouse	Leased	June 2008	3,229
Chantonnay, France	Administrative Facility and Warehouse	Owned	n/a	8,019

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(a)

Renewable, at our option, for two additional five year terms.

(b)

Renewable, at our option, for one additional five year term.

(c)

Renewable, at our option, for one additional three year term.

(d)

Renewable, at our option, for two additional six year terms.

Legal Proceedings

        From time to time, we are plaintiffs or defendants in various litigation matters in the ordinary course of our business, some of which involve claims for damages that are substantial in amount. We believe that the disposition of claims currently pending will not have a material adverse effect on our financial position or results of operations.

        The manufacture and sale of orthopedic devices and related products exposes us to significant risks of product liability claims, lawsuits and product recalls. From time to time, we have been, and we are currently, the subject of a number of product liability claims and lawsuits relating to our products. We face an inherent business risk of exposure to product liability claims in the event that the use of our products is alleged to have resulted in adverse effects, including injuries or death. If there is a significant increase in the number or amount of product liability claims, our business could be adversely affected. Even if we are successful in defending against any product liability claims, such claims could nevertheless distract our management, result in substantial costs, harm our reputation, adversely affect the sales of all our products and otherwise harm our business.

        We currently carry product liability insurance up to a limit of $20 million, subject to an aggregate self-insurance deductible of $750,000. Our insurance policy is subject to annual renewal. We believe our current product liability insurance coverage is adequate. As of December 31, 2006, we exceeded the coverage limits for certain type of product liability claims. However, the excess has been accrued for in our consolidated balance sheet as of December 31, 2006. Other product liability claims that could be made against us could significantly exceed the coverage limit of such policy or such insurance coverage may not continue to be available on commercially reasonable terms or at all. Additionally, we are also subject to the risk that our insurers will exclude from coverage claims made against us or the risk that insurers may become insolvent. If we do not or cannot maintain adequate product liability insurance, our business and results of operations may be adversely affected.

        On July 7, 2006, a purported class action complaint, Louis Dudas et al. v. Encore Medical Corporation et al., was filed against RTI and its directors in the District Court of Travis County, Texas, 345th Judicial District ("the Texas Action"). On July 18, 2006, a second purported class action complaint, Robert Kemp et al. v. Alastair J. Clemow et al. (the "Delaware Action") was filed by a putative stockholder of RTI in the Court of Chancery of the State of Delaware, New Castle County, against RTI and its directors. Blackstone Capital Partners V L.P. and Grand Slam Holdings, LLC were also named as defendants in the Delaware Action.

        The Texas Action is in preliminary stages and we cannot presently predict the outcome of the lawsuit, although we believe it is without merit. The Delaware Action was dismissed by the plaintiffs in February 2007 with no liability accrued to RTI or the other defendants.

        The Texas Action complaint alleges that RTI's directors breached their fiduciary duties by, inter alia, agreeing to an allegedly inadequate acquisition price in connection with the Merger transaction. The complaint seeks, among other things, to rescind any actions that have already been taken to consummate the Merger, rescissory damages, and the plaintiffs' reasonable costs and attorneys' fees and expert fees.

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MANAGEMENT

        The following table sets forth information about our parent, RTI's current executive officers and directors as of December 31, 2006.

Name	Age	Position
Kenneth W. Davidson*	59	Chief Executive Officer
Paul D. Chapman	48	Group President—Surgical and Rehabilitation and Chief Operating Officer
Peter W. Baird	40	Group President—Therapeutic Devices
William W. Burke*	47	Executive Vice President and Chief Financial Officer
Harry L. Zimmerman*	51	Executive Vice President and General Counsel
Jack F. Cahill	57	Executive Vice President and President—Surgical Implant Division
Scott A. Klosterman	48	Executive Vice President and President—Orthopedic Rehabilitation Division
Brian T. Ennis**	51	Executive Vice President and President—Empi
Chinh E. Chu*	40	Chairman of the Board of Directors
Julia Kahr*	28	Director
Sidney Braginsky	69	Director

*

Messrs. Davidson, Burke and Zimmerman also serve as our executive officers, and Messrs. Davidson and Chu and Ms. Kahr also serve as our managers.

**

Resigned as of February 20, 2007.

        Kenneth W. Davidson—Chief Executive Officer.    Mr. Davidson has served as RTI's Chief Executive Officer since October 2000 and as Chairman of RTI's board of directors from February 2001 to November 2006 and has served as our Chief Executive Officer, President and as one of our managers since the completion of the Transactions. Mr. Davidson also served as RTI's President from October 2000 to May 2003. Mr. Davidson has served as a member of RTI's board of directors since March 1997. Mr. Davidson served as Chairman, President and CEO of Maxxim Medical, Inc., a publicly-held medical supply company, from 1986 to July 2000. Previously, Mr. Davidson held various positions with Intermedics, Inc., a pacemaker equipment manufacturer, Baxter Laboratories, a publicly-held healthcare product and service company, and Merck & Co, a human and animal health care product company.

Paul D. Chapman—Group President—Surgical and Rehabilitation and Chief Operating Officer. Mr. Chapman has served as RTI's Chief Operating Officer since May 2003. Mr. Chapman was appointed Group President—Surgical and Rehabilitation in October 2006 and previously served as RTI's President from May 2003. Previously, Mr. Chapman served as RTI's Executive Vice President and as President of the Chattanooga Group Division, a position he accepted in February 2002 upon RTI's acquisition of Chattanooga Group, Inc. From 1995 to February 2002, he served as Chief Executive Officer of Chattanooga Group, Inc. Prior to joining Chattanooga Group, Inc. in 1994, Mr. Chapman was employed by Stryker Corporation, a medical device manufacturer. During his six years at Stryker, Mr. Chapman held a variety of positions including Vice President and General Manager, Patient Care Division; Vice President of Marketing and New Business Development; Vice President of Sales, Medical Division; and Vice President of Operations, Medical Division.

        Peter W. Baird—Group President—Therapeutic Devices.    Mr. Baird has served as RTI's Group President—Therapeutic Devices since October 1, 2006. Prior to joining RTI and since January 1, 2004, Mr. Baird was a Principal at McKinsey & Company in its Pharmaceuticals and Private Equity Practices.

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From January 1, 2001 to December 31, 2003, Mr. Baird was an Associate Principal at McKinsey & Company.

        William W. Burke—Executive Vice President and Chief Financial Officer.    Mr. Burke has served as RTI's Executive Vice President and Chief Financial Officer since August 2004 and has served as our Executive Vice President—Chief Financial Officer, Treasurer and Assistant Secretary since the completion of the Transactions. Mr. Burke served as Chief Financial Officer, Treasurer and Secretary of Cholestech Corporation, a publicly traded medical products company, from March 2001 to August 2004. Prior to that, he spent 15 years as a senior investment banker with the firms, Bear, Stearns & Co., Everen Securities and Principal Financial Securities, all financial services companies, where he provided advisory and financing services to emerging growth companies in healthcare and other industry sectors. He also serves as a member of the board of directors and chairman of the audit committee of Medical Action Industries, Inc., a publicly traded diversified manufacturer of disposable medical devices.

        Harry L. Zimmerman—Executive Vice President and General Counsel.    Mr. Zimmerman has served as RTI's Executive Vice President and General Counsel since October 2000 and served as RTI's Vice President—General Counsel from April 1994 until October 2000 after 12 years of experience in the private practice of corporate, real estate and tax law. In addition, Mr. Zimmerman has served as our Executive Vice President—General Counsel, Secretary and Assistant Treasurer since the completion of the Transactions. From February 1992 to April 1994, Mr. Zimmerman was associated with Winstead Sechrest & Minick, P.C., a law firm based in Texas, in the corporate, tax and real estate practices of the firm's Austin office.

        Jack F. Cahill—Executive Vice President and President—Surgical Implant Division    Mr. Cahill has served as RTI's Executive Vice President and President—Surgical Implant Division since May 2002. Mr. Cahill served as RTI's Executive Vice President—Sales and Marketing from January 2001 to May 2002. Prior to joining RTI, he had over seven years experience with Maxxim Medical, Inc., a medical supply company, and prior to that, he had almost 20 years of experience with Johnson & Johnson, a diversified healthcare company, in a variety of sales and marketing positions, including as Director of Marketing for Johnson & Johnson Medical, Inc., Director of Sales for the Medical Specialties Division of Johnson & Johnson Medical, Inc., and Director of Sales and Marketing for the Sterile Design Division of Johnson & Johnson Medical, Inc.

        Scott A. Klosterman—Executive Vice President and President—Orthopedic Rehabilitation Division.    Mr. Klosterman has served as RTI's Executive Vice President and President—Orthopedic Rehabilitation Division since June 2003. From February 2002 until June 2003, Mr. Klosterman served as Vice President of Finance of the Chattanooga Group Division, a position he accepted in February 2002 upon RTI's acquisition of Chattanooga Group, Inc. Mr. Klosterman joined Chattanooga Group, Inc. in 1994, and between 1994 and February 2002 served in a variety of positions, including as Chief Financial Officer, Chief Operating Officer, Secretary and Treasurer.

        Brian T. Ennis—Executive Vice President and President—Empi.    Mr. Ennis served as RTI's Executive Vice President and President—Empi from August 2006 to February 2007. From March 2006 to August 2006, Mr. Ennis served as President of RTI's subsidiaries, Empi, Inc. and Compex Technologies, Inc. Prior to joining RTI, he was President of International at Wright Medical Group, Inc. a medical device manufacturer, from 2001 to 2005 and held various marketing and management positions at Stryker Corporation, a medical device manufacturer.

        Chinh E. Chu—Chairman of the Board of Directors.    Mr. Chu became one of RTI's directors and one of our managers immediately after the completion of the Transactions. Mr. Chu is a senior managing director of The Blackstone Group, a private equity firm. Since joining Blackstone in 1990, Mr. Chu has led the execution of Blackstone's investments in Healthmarkets, Inc., SunGuard Data

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Systems Inc., Nalco, Celanese, Nycomed and LIFFE. He has also been involved in the execution of Blackstone's investments in Graham Packaging, Sirius Satellite Radio, StorageApps, Haynes International, Prime Succession/Rose Hills, Interstate Hotels, HFS and Alco Holdings. Before joining Blackstone, Mr. Chu worked at Salomon Brothers in the Mergers & Acquisitions Department. Mr. Chu currently serves on the boards of directors of Celanese Corporation, Nalco Holding Company, Financial Guaranty Insurance Company, Graham Packaging, SunGard Data Systems Inc. and Healthmarkets, Inc.

        Julia Kahr—Director.    Ms. Kahr became one of our directors and one of our managers immediately after the completion of the Transactions. Ms. Kahr is currently an associate of The Blackstone Group, a private equity firm. Before joining Blackstone in 2004, Ms. Kahr was a Project Leader at the Boston Consulting Group, where she worked with companies in a variety of industries, including financial services, pharmaceuticals, media and entertainment, and consumer goods. Ms. Kahr is also the sole author of Working Knowledge, a book published by Simon & Schuster in 1998.

        Sidney Braginsky—Director.    Mr. Braginsky became one of our directors on December 14, 2006. Mr. Braginsky has been President, Chief Executive Officer and Chairman of the Board of Atropos Technology, LLC since July 2000. Mr. Braginsky also serves as chairman and managing Director of Double D (Devices and Diagnostics) a Venture Capital Fund and is Chairman and CEO of Digilab LLC, a molecular spectroscopy division acquired by Atropos in 2001. Double D and Digilab LLC are both affiliated with Atropos Technology, LLC. Before joining Atropos, Mr. Braginsky served as President of Olympus America, Inc. where he built a large business focused on optical products. Prior to Olympus America, Mr. Braginsky served as President and Chief Operating Officer of Mediscience Technology Corp., a designer and developer of diagnostic medical devices for cancer detection.

Executive Compensation

        For purposes of this section, "we," "our" and "us" refer to RTI. RTI's executive officers include RTFL's executive officers, and all decisions and terms relating to our company's executive compensation program are set at the RTI level.

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Compensation Discussion And Analysis

Overview

        The following Compensation Discussion and Analysis describes the material elements of compensation for our and our parent, RTI's executive officers identified under "—Executive Compensation—Summary Compensation Table" (the "Named Executive Officers"). As more fully described under "—Compensation Committee" below, the Compensation Committee of the RTI Board (the "Compensation Committee") reviews and makes all decisions for our executive compensation program, including: establishing salaries and reviewing benefit programs for the Chief Executive Officer and each of our other Named Executive Officers; reviewing, approving, recommending and administering our annual incentive compensation and stock option plans for employees and other compensation plans; advising RTI's Board of Directors and making recommendations with respect to plans that require approval of RTI's Board of Directors; and approving our employment agreements with our executive officers. Additionally, the Compensation Committee reviews and coordinates annually with the Nominating/Corporate Governance Committee of RTI's Board of Directors with respect to the compensation of our directors.

Compensation Committee

Committee Members and Independence

        Prior to the Transactions on November 3, 2006, the Compensation Committee consisted of two members of RTI's then existing Board of Directors, Joel S. Kanter and Richard O. Martin. In conjunction with the Transactions, on November 3, 2006, all of the members of the then existing RTI's Board of Directors ceased to be directors of RTI, and two designees of Blackstone, namely, Chinh Chu and Julia Kahr, became members of RTI's Board of Directors and also began to serve as members of the Compensation Committee of RTI as of that date. In this section, we refer to RTI's Board of Directors prior to the Transactions as the "Old RTI Board" and RTI's Board of Directors after the Transactions as the "New RTI Board" and the Compensation Committee prior to the Transactions as the "Old Compensation Committee" and the Compensation Committee after the Transactions as the "New Compensation Committee".

        Both members of the Old Compensation Committee were independent as defined by the listing standards of the Nasdaq Global Market, and neither member of the New Compensation Committee is independent. See "Certain Relationships and Related Party Transactions and Director Independence." After the Transactions, as a privately held company, the New RTI Board is not required to have a majority of its directors be independent nor is the New Compensation Committee required to be composed of independent directors. We believe that only Mr. Braginsky would be deemed an independent director.

Role of the Compensation Committee in Establishing Compensation

        The Compensation Committee establishes and maintains our executive compensation program through internal evaluations of performance, consultation with various executive compensation consultants, and analysis of compensation practices in industries where we compete for experienced senior management. The Compensation Committee reviews our compensation programs and philosophy regularly, particularly in connection with its evaluation and approval of changes in the compensation structure for a given year.

Objectives of Our Compensation Program

        Our executive compensation program is designed to attract, retain, incentivize, and reward talented senior management who can contribute to our growth and success and thereby build value for our

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stockholders over the long-term. We believe that an effective executive compensation program is critical to our long-term success. By having an executive compensation program that is competitive with the marketplace and focused on driving sustained superior performance, we believe we can align the interests of our executive officers with the interests of shareholders and reward our executive officers for successfully improving shareholder returns. Historically, we have developed our executive compensation program in order to achieve the following objectives:

•

attract and retain talented senior management to ensure our future success;



•

encourage a pay-for-performance mentality by directly relating variable compensation elements to the achievement of our financial and strategic objectives;



•

promote a direct relationship between executive compensation and our shareholders, with long-term incentive compensation to link a significant portion of executive compensation to our performance through stock options and restricted stock awards; and



•

structure a compensation program that appropriately rewards our executive officers for their skills and contributions to our company based on competitive market practice.

The Elements of Our Executive Compensation Program

        The elements of our executive compensation program are as follows:

•

base salary;



•

annual incentive compensation (performance-based bonuses);



•

equity-based awards;



•

perquisites;



•

other benefits;



•

benefits upon termination of employment; and



•

post-termination payments and benefits.

        We do not use any formula or specific weightings in regards to the allocation of the various pay elements of our executive compensation program.

        Base Salary.    Base salaries provide a fixed form of compensation designed to reward our executive officer's core competence in his role. The Compensation Committee determines base salaries by taking into consideration such factors as competitive industry salaries; the nature of the executive officer's position; the contribution and experience of the executive officer; and the length of service with our company. The employment agreements for our Named Executive Officers provide for the annual review of each Named Executive Officer's base salary and provide for an annual increase in base salary of at least 5% on each annual review. The Chief Executive Officer makes salary recommendations for executive officers other than himself based on these factors and reviews such recommendations with the Compensation Committee.

        Annual Incentive Compensation.    Performance-based annual incentive compensation is provided to incentivize our executive officers, in any particular year, to pursue particular objectives that the Compensation Committee believes are consistent with the overall goals and long-term strategic goals that the RTI Board has set for our company.

        Prior to the Transactions.    Under the annual bonus plan that was in effect prior to the Transactions, executive officers were entitled to a non-discretionary bonus if certain predetermined target revenue and operating income amounts were achieved. The base bonus was set at 50% of an

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executive officer's salary. If actual revenue and operating income amounts exceeded the target amounts, then the amount of the bonus was increased. If these target amounts were not met, then the bonus amounts, if any, were granted at the discretion of the Old Compensation Committee. There were no bonuses earned by our executive officers for the 2006 fiscal year.

        After the Transactions.    Effective November 3, 2006 in conjunction with the Merger, the New Compensation Committee implemented a new bonus plan (the "New Bonus Plan"). The New Bonus Plan is intended to remain in effect from year to year through 2011. The New Bonus Plan consists of three separate components as described below:

•

Target Bonus.    For 2007 and each subsequent plan year thereafter, each Named Executive Officer is eligible to earn a target bonus amount equal to 67% of the Named Executive Officer's base salary in effect during the year, calculated on a weighted average monthly basis using the base salary in effect on the first day of each month, contingent upon (1) the achievement of Free Cash Flow and Adjusted EBITDA (each as defined below) targets for such plan and (2) the Named Executive Officer's continued employment with us through the specified payment date for the bonus.



•

Supplemental Bonus.    For the 2007 and each subsequent plan year thereafter, each Named Executive Officer is eligible to earn a supplemental bonus amount equal to 100% of the Named Executive Officer's base salary in effect during the year, calculated on a weighted average monthly basis using the base salary in effect on the first day of each month, contingent upon (1) the achievement of certain higher amounts of Free Cash Flow and Adjusted EBITDA targets for such plan year and (2) the Named Executive Officer's continued employment us through the specified payment date for the bonus.



•

Retention Bonus.    At the closing of the Transactions, each of the Named Executive Officers received a retention bonus as listed in "—Summary Compensation Table." An executive officer must repay the retention bonus if his employment with us is terminated prior to January 1, 2008, other than by reason of a termination by us without cause, by the executive officer for "good reason" (as defined in his employment agreement) or as a result of death or disability.

        Free Cash Flow, for the purposes of the New Bonus Plan, is calculated as cash flow from operations as adjusted pursuant to the terms contained in the credit agreement for our new senior secured credit facilities. Adjusted EBITDA, for the purposes of the New Bonus Plan, is calculated as earnings before interest, income taxes, depreciation and amortization, further adjusted to exclude non-cash items, non-recurring items and other adjustment items pursuant to the terms contained in the credit agreement for our new senior secured credit facilities. The New Compensation Committee selected Free Cash Flow and Adjusted EBITDA as the relevant company-wide performance criteria because the New Compensation Committee believes that these criteria are consistent with the overall goals and long-term strategic goals that the New RTI Board has set for RTI. Further, these criteria are closely related to or reflective of our financial and operational improvements, growth and return to shareholders. Adjusted EBITDA is an important non-GAAP valuation tool that investors use to measure our company's profitability and liquidity against other companies in our industry. Free Cash Flow is another non-GAAP measurement that our management uses to assess how well we are achieving our goal of reducing our leverage over time, which also contributes to creation of value for our shareholders and creditors.

        Equity—Based Awards.    Prior to the Transactions, we had a number of stock option plans under which options for common stock of RTI could be granted. The stock options were generally granted at fair value on the date of grant, vested ratably over a specified period and expired no later than ten years from the date of grant. In connection with the Transactions, all outstanding "in-the-money" options under these stock option plans were accelerated and were redeemed for cash at the time of closing, with the exception of management rollover options which continued as options to purchase

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shares of common stock of RTI. The following table summarizes the options with exercise prices of less than $16.46 per share (or $6.55 prior to giving effect to the share adjustments) and shares of common stock held by the members of the Old RTI Board as of November 1, 2006 and the cash consideration each of them received pursuant to the Merger Agreement in exchange for their shares of RTI's common stock and the cancellation of their options to purchase shares of RTI's common stock:

Directors:	Number of Options	Number of Shares	Cash Received at Closing— Options		Cash Received at Closing— Shares		Total Cash Received at Closing		Weighted Avg. Exercise Price— Options
Alastair J. Clemow	23,880	—	$	89,100	$	—	$	89,100	$	12.74
Karen Osar	29,850	—		64,050		—		64,050		14.32
Joel Kanter	37,810	7,960		239,300		131,000		370,300		10.13
Richard O. Martin, Ph.D	39,800	17,906		247,175		294,691		541,866		10.25
Bruce Wesson	29,850	43,255		147,300		711,867		859,167		11.53
Zubeen Shroff	29,850	7,349		147,300		120,952		268,252		11.53

        The following table summarizes (1) the shares of RTI's common stock and the options to purchase shares of RTI's common stock held by the Named Executive Officers immediately prior to the Transactions, (2) the cash consideration received for the shares redeemed and options cancelled in connection with the Transactions and (3) the management rollover options which continued upon the effective time of the Transactions as options to purchase shares of common stock of RTI:

Named Executive Officers:	Number of Shares	Number of Options	Options Cancelled in Merger	Options Rolled Over	Total Cash Received at Closing— Options		Total Cash Received at Closing— Shares		Total Cash Received at Closing		Weighted Avg. Exercise Price— Total Options		Weighted Avg. Exercise Price— Rolled Over Options
Kenneth W. Davidson	226,417	368,150	—	308,475	$	—	$	3,726,210	$	3,726,210	$	12.99	$	11.95
William W. Burke	1,194	169,150	103,639	65,525		539,284		19,650		558,934		11.61		12.19
Paul Chapman	—	308,450	146,050	132,575		1,053,500		—		1,053,500		11.58		12.62
Harry L. Zimmerman	88,415	139,300	—	124,375		—		1,455,076		1,455,076		12.39		11.67
Jack F. Cahill	44,913	109,450	—	87,075		—		739,141		739,141		13.64		12.44

        In May 2006, the Old Compensation Committee adopted the old 2006 Stock Incentive Plan (the "Old 2006 Plan"), which provided for the grant of stock options, stock appreciation rights, restricted stock, and other stock-based awards to our key employees, directors and consultants, including our executive officers. The Old 2006 Plan was intended to replace the 1996 Incentive Stock Plan, which expired in November 2006. No options or other stock-based awards were ever granted under the Old 2006 Plan.

        After the Transactions, the New Compensation Committee adopted the new 2006 Stock Incentive Plan (the "New 2006 Plan"). The purpose of the New 2006 Plan is to promote the interests of our company and our shareholders by enabling selected key employees to participate in our long-term growth by receiving the opportunity to acquire shares of RTI common stock and to provide additional compensation based on appreciation of the value of our common stock. The New Compensation Committee determines whether to grant options and the exercise price of the options granted as described below. The New Compensation Committee has broad discretion in determining the terms, restrictions and conditions of each award granted under the New 2006 Plan; provided that no options may be granted after November 2, 2016 and no option may be exercisable after ten years from the date of grant. The options granted under the New 2006 Plan are either time-based options or performance-based options. See footnote (2) to the Grants of Plan-Based Awards table under "—Plan-Based Awards During 2006" below for a description of the vesting terms and schedules of options granted under the New 2006 plan. All option awards granted under the New 2006 Plan have an exercise price equal to the

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fair market value of RTI's common stock on the date of grant. Fair market value is defined under the New 2006 Plan to be the closing market price of a share of RTI's common stock on the date of grant or if no market price is available, the amount as determined by RTI's Board of Directors subject to confirmation by an outside appraiser. The New Compensation Committee retains the discretion to make awards at any time in connection with the initial hiring of a new employee, for retention purposes, or otherwise. We do not have any program, plan or practice to time annual or ad hoc grants of stock options or other equity-based awards in coordination with the release of material non-public information or otherwise. The New 2006 Plan may be amended or terminated by RTI's Board of Directors, at any time. However, an amendment that would impair the rights of a recipient of any outstanding award will not be valid with respect to such award without the recipient's consent. On November 3, 2006, our principal stockholder approved a total of 2,500,000 shares of RTI's common stock to be authorized for issuance of options under the New 2006 Plan. These options can be either incentive stock options or non-qualified stock options. Of these 2,500,000 options, 1,150,000 options were granted to the Named Executive Officers in conjunction with the Transactions. (See "—Outstanding Equity Awards at Fiscal Year-End—2006").

        Perquisites.    We provide perquisites to our executive officers that we believe are reasonable and consistent with the perquisites that would be available to them at companies with whom we compete for experienced senior management. Perquisites include automobile allowances, spouse travel reimbursement, life insurance premiums, and reimbursement of relocation expenses related to initial hiring.

        Other Benefits.    Other benefits to the named executive officers include a 401(k) plan. We maintain a 401(k) plan for our employees, including our Named Executive Officers, because we wish to encourage our employees to save some percentage of their cash compensation, through voluntary deferrals, for their eventual retirement. Our company may, at the discretion of RTI's Board of Directors, match employee deferrals. For the 2006 plan year, we made matching contributions equal to up to 50% of the first 6% of compensation deferred by employees (subject to IRS limits and non-discrimination testing). For the 2007 plan year, the employer contribution percentage will remain unchanged.

        Post-Termination Payments and Benefits.    Pursuant to their employment agreements, each of our executive officers is entitled to benefits upon termination of employment. We believe these benefits play an important role in attracting and retaining high caliber executive officers, and permit our executives to focus on their responsibilities for the company without distractions caused by uncertainties in the context of an actual or threatened change of control. We also believe these benefits play an important role in protecting our company's highly competitive business by restricting our executive officers from working for a competitor for a period of time following the termination of employment with us. These benefits are described in more detail beginning under "—Potential Payments Upon Termination of Employment."

The Tax and Accounting Considerations

        Section 162(m) of the Internal Revenue Code of 1986 (the "Code") provides that compensation in excess of $1,000,000 paid to the chief executive officer or to any of the other four most highly compensated executive officers of a public company will not be deductible for federal income tax purposes unless such compensation is paid pursuant to one of the enumerated exceptions set forth in Section 162(m) of the Code. We attempted to structure our executive compensation program such that compensation paid would be tax deductible by our company whenever that is consistent with our company's compensation philosophy. Our primary objective is to design and administer our compensation policies to support and encourage the achievement of our short and long-term goals. For this reason, RTI's Old Board and the Old Compensation Committee reserved the authority to award

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non-deductible compensation in circumstances as they deemed appropriate. The deductibility of some types of compensation payments can depend upon the timing of an executive officer's vesting or exercise of previously granted rights. We had no amounts in 2006 which were not deductible under Section 162(m) of the Code. As a privately held company, we will no longer have to comply with Section 162(m) to ensure deductibility of executive compensation.

Compensation Committee Report

        The Compensation Committee of the RTI Board of Directors has reviewed and discussed with management the section entitled "Compensation Discussion and Analysis" set forth in this prospectus. Based upon the review and discussions referred to above, the Compensation Committee recommended to the RTI Board of Directors that the "Compensation Discussion and Analysis" be included in this prospectus for filing with the Securities and Exchange Commission.

Submitted by the Compensation Committee:
Chinh E. Chu (Chair)
Julia Kahr

Summary Compensation Table

        The following table provides summary information about compensation awarded to, earned by, or paid to our Named Executive Officers for the fiscal year ended December 31, 2006.

Name and Principal Position	Year	Salary		Bonus (1)		Stock Awards		Option Awards (2)		Non-Equity Incentive Plan Compensation		Change in Pension Value and Nonqualified Deferred Compensation Earnings		All Other Compensation (3)		Total ($)
Kenneth W. Davidson Chief Executive Officer	2006	$	458,250	$	1,525,000	$	—	$	8,183,908	$	—	$	—	$	419,978	$	10,587,136
William W. Burke Executive Vice President and Chief Financial Officer	2006		273,000		1,000,000		—		2,814,799		—		—		16,062		4,103,861
Paul D. Chapman Group President—Surgical and Rehabilitation and Chief Operating Officer	2006		315,000		700,000		—		4,357,989		—		—		6,600		5,379,589
Harry L. Zimmerman Executive Vice President and General Counsel	2006		230,000		400,000		—		3,241,970		—		—		6,600		3,878,570
Jack F. Cahill Executive Vice President and President—Surgical Implant Division	2006		244,000		600,000		—		2,610,941		—		—		6,600		3,461,541

(1)

The amounts shown in this column represent retention bonus payments made under the New Bonus Plan adopted in connection with the closing of the Transactions. The retention bonus payments are subject to forfeiture if the executive officer's employment is terminated prior to January 1, 2008 (other than by specified reasons). See "Compensation Discussion and Analysis—The Elements of Our Executive Compensation Program—Annual Incentive Compensation".

(2)

The amounts shown in this column represent the dollar amount recognized for financial statement reporting purposes for the 2006 fiscal year with respect to stock options granted, as determined pursuant to SFAS 123(R). See Note 10 to the Consolidated Financial Statements included in this prospectus for a discussion of the relevant assumptions used in calculating grant date fair value pursuant to SFAS 123(R). There were no forfeitures of options by any of the Named Executive Officers in 2006.

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(3)

Perquisites and other personal benefits are valued at actual amounts paid to each provider of such perquisites and other personal benefits. A breakdown of the amounts shown in this column for the 2006 fiscal year for each of the Named Executive Officers is set forth in the following table:

		Mr. Davidson		Mr. Burke		Mr. Chapman		Mr. Zimmerman		Mr. Cahill
Automobile allowance		$	24,000	$	—	$	—	$	—	$	—
Contract extension payment(a)			360,000		—		—		—		—
Life insurance premiums			1,290		—		—		—		—
Spouse travel reimbursement			28,088		9,462		—		—		—
401(k) matching contribution			6,600		6,600		6,600		6,600		6,600
	Total	$	419,978	$	16,062	$	6,600	$	6,600	$	6,600

(a)

Represents a one-time payment of $360,000 paid to Mr. Davidson on September 25, 2006 for extending the term of his employment agreement to December 31, 2007.

Plan-Based Awards During 2006

        The following table sets forth certain information with respect to grants of cash awards to the Named Executive Officers under our non-equity incentive plans during 2006.

Grants of Plan-Based Awards

			Estimated Future Payouts Under Non-Equity Incentive Plan Awards						Estimated Future Payouts Under Equity Incentive Plan Awards
												All Other Stock Awards: Number of Shares of Stock or Units (#)	All Other Option Awards: Number of Securities Underlying Options (#)
														Exercise or Base Price of Option Awards ($/Sh)
Name	Grant Date		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)	Target (#)	Maximum (#)
Kenneth W. Davidson	11/3/2006(1	)	$	—	$	—	$	—	308,475	308,475	308,475	—	—		—
	11/3/2006(2	)							—	318,750	318,750	—	106,250	$	16.46
William W. Burke	11/3/2006(1	)		—		—		—	65,525	65,525	65,525	—	—		—
	11/3/2006(2	)							—	131,250	131,250	—	43,750	$	16.46
Paul D. Chapman	11/3/2006(1	)		—		—		—	132,575	132,575	132,575	—	—		—
	11/3/2006(2	)							—	168,750	168,750	—	56,250	$	16.46
Harry L. Zimmerman	11/3/2006(1	)		—		—		—	124,375	124,375	124,375	—	—		—
	11/3/2006(2	)							—	131,250	131,250	—	43,750	$	16.46
Jack F. Cahill	11/3/2006(1	)		—		—		—	87,075	87,075	87,075	—	—		—
	11/3/2006(2	)							—	112,500	112,500	—	37,500	$	16.46

(1)

The amounts set forth in these rows under the column "Estimated Future Payouts Under Equity Incentive Plan Awards" for each of the Named Executive Officers reflect the number of shares underlying the management rollover options which became fully vested in connection with the Transactions.

(2)

The amounts set forth in these rows under the column "Estimated Future Payouts Under Equity Incentive Plan Awards" and "All Other Option Awards: Number of Securities Underlying Options" for each of the Named Executive Officers reflect the number of performance-based options granted under the New 2006 Plan and the number of time-based options granted under the New 2006 Plan, respectively. The options granted to each of the Named Executive Officers under the New 2006 Plan consist of one time-based tranche and three separate performance-based tranches, each in equal amounts. The time-based tranche of options vests 20% on November 3, 2007 and 1/60^th every month end thereafter for each of the next 48 months if the executive officer is employed by us through the applicable date. Each of the three performance-based tranches of options vests 20% on December 31, 2007 and on each of the next four year ends thereafter if specified financial targets are met and the executive officer is employed by us through the applicable date or, if not employed through the applicable date, his employment is terminated during the year by us without cause, by the executive officer for good reason, or by reason of death or disability. The specified financial targets applicable to the first and second performance-based tranches of options are Free Cash Flow and Adjusted EBITDA, with the targets for the second performance-based tranche being higher than the first, and the specified financial target applicable to the third performance-based tranche of options is the internal rate of return for our principal stockholder (as such term is specified in the Named Executive Officer's option agreement).

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Fiscal Year-End Holdings of Equity-Based Awards

        The following table sets forth certain information regarding equity-based awards held by each of the Named Executive Officers as of December 31, 2006.

Outstanding Equity Awards at Fiscal Year-End—2006

	Option Awards						Stock Awards
Name	Number of Securities Underlying Unexercised Options(#) Exercisable (1)	Number of Securities Underlying Unexercised Options(#) Unexercisable (2)	Option Exercise Price		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options(#) (3)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested(#)	Market Value of Shares or Units of Stock That Have Not Vested	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
Kenneth W. Davidson	19,900 79,600 9,950 199,025 —	— — — — 106,250	$	18.29 9.80 12.36 12.16 16.46	— — — — 318,750	5/18/2014 8/9/2014 10/20/2015 11/17/2015 11/4/2016	— — — — —	— — — — —	— — — — —	— — — — —
	308,475	106,250			318,750
William W. Burke	9,950 55,575 —	— — 43,750	$	12.36 12.16 16.46	— — 131,250	10/20/2015 11/17/2015 11/4/2016	— — —	— — —	— — —	— — —
	65,525	43,750			131,250
Paul D. Chapman	9,950 122,625 —	— — 56,250	$	18.29 12.16 16.46	— — 168,750	5/18/2014 11/17/2015 11/4/2016	— — —	— — —	— — —	— — —
	132,575	56,250			168,750
Harry L. Zimmerman	4,975 39,800 69,650 9,950 —	— — — — 43,750	$	18.29 9.80 12.16 12.36 16.46	— — — — 131,250	5/18/2014 8/9/2014 11/17/2015 10/20/2015 11/4/2016	— — — — —	— — — — —	— — — — —	— — — — —
	124,375	43,750			131,250
Jack F. Cahill	7,475 9,950 9,950 59,700 —	— — — — 37,500	$	18.29 9.80 12.36 12.16 16.46	— — — — 112,500	5/18/2014 8/9/2014 10/20/2015 11/17/2015 11/4/2016	— — — — —	— — — — —	— — — — —	— — — — —
	87,075	37,500			112,500

(1)

The amounts set forth in this column for each of the Named Executive Officers reflect the number of shares underlying the management rollover options which became fully vested in connection with the Merger.

(2)

The amounts set forth in this column reflect the number of shares underlying the time-based options granted to each of the Named Executive Officers under the New 2006 Plan. See footnote (2) to the Grants of Plan-Based Awards table above for a description of the vesting schedule of these options.

(3)

The amounts set forth in this column reflect the number of shares underlying the performance-based options granted to each of the Named Executive Officers under the New 2006 Plan. See footnote (2) to the Grants of Plan-Based Awards table above for a description of the vesting terms and schedule of these options.

Potential Payments Upon Termination of Employment

        We have entered into employment agreements and change of control severance agreements with our Named Executive Officers. These agreements provide for payments upon termination of employment as described below.

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Employment Agreements

        Each of the Named Executive Officers is a party to an employment agreement with RTI, which was amended in connection with the Transactions (as amended, the "employment agreements"). The employment agreements for our Named Executive Officers establish the executive officer's salary, target annual bonus opportunities and provide the executive officers with participation in pension, profit sharing and stock plans, if any, as established for the executives of RTI. The employment agreements provide for the annual review of each Named Executive Officer's base salary and provide for an annual increase in base salary of at least 5% on each annual review. The employment agreements provide for an annual bonus opportunity equal to 67% of each Named Executive Officer's annual base salary, which may be earned based upon the achievement of objective corporate performance targets, and for a supplemental bonus opportunity equal to 100% of such executive's annual base salary based upon the achievement of stretch objective corporate performance targets (see "—Compensation Discussion and Analysis" for a discussion of the New Bonus Plan and the performance targets established thereunder). The employment agreements also provided for the grant of options to purchase common stock of RTI in connection with the closing of the Transactions. The employment agreements contain restrictive covenants, including a non-competition covenant that is binding upon the Named Executive Officers during the term of employment and for the one year period following the termination of the executive's employment, a covenant to not disclose confidential information during the term of employment and following the termination of employment and an invention assignment covenant during the term of employment and during the six month period following the termination of employment (the "Restrictive Covenants").

        The employment agreements provide for a term of employment that will expire on December 31, 2009 and will be renewed for successive one-year periods unless either RTI or the Named Executive Officer, as applicable, provides the other with advance written notice of non-renewal. Upon the termination of a Named Executive Officer's employment by RTI without "cause" (as defined in the employment agreement) or by the executive with "good reason" (as defined in the employment agreement)(in each case, a "Qualifying Termination"), the terminated Named Executive Officer would be entitled to receive (i) the payment of base salary through the date of termination, (ii) reimbursement for any unreimbursed business expenses, (iii) payment of any earned but unpaid annual bonus and supplemental annual bonus, (iv) payment of any accrued but unused vacation pay; (v) any employee benefits as to which the executive may be entitled to receive pursuant to the terms of such plans (items (i) through (v), the "Accrued Benefits"), (vi) a lump sum severance payment equal to the sum of the most recent annual bonus received by the Named Executive Officer (the annual bonus opportunity if termination occurs in 2007) and the most recent supplemental bonus received by the Named Executive Officer (the supplemental bonus opportunity if termination occurs in 2007) and (vii) subject to compliance with the Restrictive Covenants, the continued payment of base salary for the twelve month period following termination; provided, however, that the payments made pursuant to clauses (vi) and (vii) shall be reduced by the present value of any other payments received under any other plans, programs and arrangements of RTI, and the payments provided pursuant to the aforementioned clauses (vi) and (vii) are structured to ensure that no duplicative severance payments would be made to the applicable Named Executive Officer under the employment agreement and the change of control severance agreement, discussed below. Upon the termination of employment of a Named Executive Officer by RTI for "cause," by the Named Executive Officer without "good reason" or due to a Named Executive Officer's death or "disability" (as defined in the employment agreement), the Named Executive Officer would be entitled to receive only the Accrued Benefits.

        The employment agreements of the Named Executive Officers provide that the Named Executive Officers would be entitled to receive a "gross-up" payment if any payments made to a Named Executive Officer by RTI or its affiliates constitute excess parachute payments under the Internal Revenue Code of 1986, as amended. The "gross-up" payment would consist of the reimbursement of

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the excise tax imposed on the excess parachute payments in addition to any income tax, employment tax or excise tax imposed on such reimbursement payment. The employment agreements provide that the "gross up" payment shall not be duplicative of any benefit provided pursuant to the change of control severance agreements.

        Mr. Davidson's employment agreement provides for the provision of no-cost medical and dental insurance for him and his spouse until he reaches age 65. Mr. Davidson's employment agreement was also amended on September 25, 2006 to extend the term until December 31, 2007, which was later extended to December 31, 2009 in the subsequent amendment, as discussed above. RTI made a one-time payment of $360,000 to Mr. Davidson in connection with the extension.

Change of Control Severance Agreements

        Each of the Named Executive Officers is also a party to a change of control severance agreement with RTI. The change of control severance agreements provide for the payment of severance benefits following a termination of an individual Named Executive Officer's employment by RTI without "cause" (as defined in the change of control severance agreements) or by a Named Executive Officer with "good reason" (as defined in the change of control severance agreement) within three years of a change of control of RTI (a "CoC Qualifying Termination"). Upon such a CoC Qualifying Termination, the Named Executive Officer would be entitled to receive (i) an amount equal to 2.99 times the sum of (x) annual base salary at the highest rate in effect within one year of the termination and (y) the average bonus paid or payable to the Named Executive Officer for the prior two years, (ii) any earned, but unpaid bonus for the prior fiscal year, (iii) an additional amount equal to the Named Executive Officer's highest annual base salary in effect within one year of the termination, (iv) payment for unused vacation, (v) a pro rata bonus for the year of termination and (vi) certain retirement plan contributions based on these amounts. The change of control severance agreements also provide that health plan coverage will be made available for 18 months following the termination of employment and provide certain other benefits. The change of control severance agreements provide that a Named Executive Officer who receives severance payments thereunder will not also be entitled to receive duplicative severance payments under his employment agreement with RTI. The change of control severance agreements also provide that the Named Executive Officers would be entitled to receive a "gross-up" payment if any payments made to a Named Executive Officer by RTI or its affiliates constitute excess parachute payments under the Internal Revenue Code of 1986, as amended. The "gross-up" payment would consist of the reimbursement of the excise tax imposed on the excess parachute payments in addition to any income tax, employment tax or excise tax imposed on such reimbursement payment. The change of control severance agreements contain one year post-employment non-competition covenants.

        Although the Transactions constituted a change of control for purposes of the change of control severance agreements, none of our Named Executive Officers have received any change of control severance payments or benefits under the terms of these agreements as a result of the Transactions; however, if any of our Named Executive Officers are terminated by RTI without "cause" or quit with "good reason," the termination would constitute a CoC Qualifying Termination, entitling the Name Executive Officers to the severance benefits provided by the Change of Control Severance Agreements.

        The table below is designed to show the payments that our Named Executive Officers would have received upon a termination of employment assuming that the employment was terminated on December 31, 2006 due to (i) a CoC Qualifying Termination, (ii) a Qualifying Termination and (iii) any other type of termination.

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Potential Payments Upon Termination of Employment

Type of Termination		Cash Severance Payment ($)		401(k) Matching Contribution ($)		Acceleration and Continuation of Equity Awards (unamortized expense as of 12/31/06)($)		Excise Tax Gross-up($)		Health and Welfare Benefits($)		Total Termination Benefits($)
Kenneth W. Davidson
	• CoC Qualifying Termination	2,400,256	(1)	—	(2)	947,113	(3)	870,847	(4)	151,837	(5)	4,370,053
	• Qualifying Termination	2,400,256	(6)	—	(2)	—		870,847	(4)	151,837	(5)	3,422,940
	• Any other termination(7)	—		—		—		—		151,837	(5)	151,837
William W. Burke
	• CoC Qualifying Termination	1,403,220	(1)	—	(2)	389,988	(3)	434,646	(4)	12,600	(8)	2,240,454
	• Qualifying Termination	1,403,220	(6)	—	(2)	—		434,646	(4)	12,600	(8)	1,850,466
	• Any other termination(7)	—		—		—		—		12,600	(8)	12,600
Paul D. Chapman
	• CoC Qualifying Termination	1,665,546	(1)	—	(2)	501,413	(3)	—	(4)	13,327	(8)	2,180,286
	• Qualifying Termination	1,665,546	(6)	—	(2)	—		—	(4)	13,327	(8)	1,678,873
	• Any other termination(7)	—		—		—		—		13,327	(8)	13,327
Harry L. Zimmerman
	• CoC Qualifying Termination	1,224,175	(1)	—	(2)	389,988	(3)	392,885	(4)	15,923	(8)	2,022,971
	• Qualifying Termination	1,224,175	(6)	—	(2)	—		392,885	(4)	15,923	(8)	1,632,983
	• Any other termination(7)	—		—		—		—		15,923	(8)	15,923
Jack F. Cahill
	• CoC Qualifying Termination	1,299,694	(1)	—	(2)	334,275	(3)	432,425	(4)	8,094	(8)	2,074,488
	• Qualifying Termination	1,299,694	(6)	—	(2)	—		432,425	(4)	8,094	(8)	1,740,213
	• Any other termination(7)	—		—		—		—		8,094	(8)	8,094

(1)

The change of control severance agreements and employment agreements have provisions that disallow the duplication of severance payments to the Named Executive Officers. As such the amounts in the table above reflect the severance payments and benefits that would have been made if the Named Executives Officers were terminated on December 31, 2006, which consist of (i) an amount equal to 2.99 times the sum of (x) annual base salary at the highest rate in effect within one year of the termination and (y) the average bonus paid or payable to the Named Executive Officer for the prior two years, (ii) any earned, but unpaid bonus for the prior fiscal year, (iii) an additional amount equal to the Named Executive Officers' highest annual base salary in effect within one year of the termination, (iv) payment for unused vacation, (v) a pro rata bonus for the year of termination (vi) certain retirement plan contributions based on these amounts, and (vii) the Accrued Rights.

(2)

This represents the RTI contribution to the 401(k) Plan, which consists of the appropriate matching amount on the severance pay up to the limits allowed to be contributed to the 401(k) Plan.

(3)

Pursuant to the terms of the option agreements governing the Named Executive Officers' stock option awards, upon a change of control, the time-based options would accelerate and vest in full. The table above does not reflect the acceleration of any performance-based stock option awards, as the performance-based stock options require that certain performance targets must have been achieved in periods subsequent to December 31, 2006 in order to be eligible for any acceleration of vesting.

(4)

Due to the differences in individual tax rates, the amounts reflected are reasonable estimates of excise tax gross-up payments due under the change of control severance agreements and the employment agreements for each named Executive Officer assuming the Named Executive Officer was terminated on December 31, 2006.

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(5)

Mr. Davidson's employment agreement provides for the provision of no-cost medical and dental insurance for him and his spouse until he reaches age 65. These amounts represent the value of the no-cost medical and dental insurance for Mr. Davidson and his spouse plus accrued vacation for Mr. Davidson.

(6)

These amounts for the Named Executive Officers are the same as the amounts shown as would be due upon a CoC Qualifying Termination since the Merger triggered the first of two conditions required for the Named Executive Officers to receive severance benefits under their change of control severance agreements. Thus, a Qualifying Termination will have the same effect for these Named Executive Officers as a CoC Qualifying Termination through November 3, 2009.

(7)

Includes termination of employment by RTI for "cause," by a Named Executive Officer without "good reason" (which would include retirement), or due to a Named Executive Officer's death or disability.

(8)

These amounts represent accrued vacation for each Named Executive Officer.

Compensation of Directors

        Prior to the Merger, for the 2006 fiscal year through November 3, 2006, each non-employee member of the Old RTI Board was reimbursed for his or her travel expenses for attending Board meetings. Effective as of the 2005 RTI Annual Meeting, non-employee director compensation was increased by including a $12,000 cash payment per year for each non-employee director plus $2,000 cash payment per each quarterly board meeting that such director attended in person. Also in 2006, members of the Special Committee of the Old RTI Board were compensated an additional $5,000 each per month for services rendered from May 2006 to October 2006 in conjunction with the Merger. The Special Committee consisted of Mr. Clemow, Mrs. Osar, Mr. Kanter, and Dr. Martin.

        After the Merger, two designees of Blackstone became members of RTI's Board of Directors; Mr. Chu (Chairman of the Board) and Ms. Kahr. As of that date, all of the members of the Old RTI Board ceased to be directors of RTI. Ms. Kahr and Mr. Chu are affiliated with Blackstone Group and are not compensated for serving as members of our Board of Directors. Mr. Davidson was also appointed to the New RTI Board on November 3, 2006. On December 14, 2006, Mr. Sidney Braginsky was appointed to serve as a member of the New RTI Board. Mr. Braginsky is an independent, non-employee director and will receive cash compensation beginning with the 2007 fiscal year in the amount of (1) $50,000 annually, (2) $10,000 per year for serving as Chairman of the RTI Audit Committee and (3) $1,500 per day for attending a Board or Committee meeting other than Audit Committee meetings. At the New RTI Board meeting on March 13, 2007, Mr. Braginsky was granted 750 stock options to purchase shares of RTI's common stock at an exercise price equal to the fair market value on the date of grant as compensation for the services performed from December 14, 2006 to May 24, 2007. These options are subject to a three year vesting period. In addition, on the date of each RTI annual shareholder meeting beginning in May 2007, if Mr. Braginsky is elected to continue to serve on the New RTI Board, Mr. Braginsky will be granted 1,500 stock options to acquire shares of RTI's common stock with terms similar to those stated above.

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        The following table sets forth the compensation paid to our non-employee directors for their services in the 2006 fiscal year:

Directors' Compensation
Name	Fees Earned or Paid in Cash($)(1)		Stock Awards ($)		Option Awards($)		Non-Equity Incentive Plan Compensation ($)		All Other Compensation ($)		Total($)
Alastair J. Clemow	$	46,000	$	—	$	40,665	$	—	$	—	$	86,665
Karen Osar		44,000		—		54,220		—		—		98,220
Joel Kanter		46,000		—		40,665		—		—		86,665
Richard O. Martin, Ph.D		41,000		—		47,442		—		—		88,442
Bruce Wesson		1,000		—		40,665		—		—		41,665
Zubeen Shroff		1,000		—		40,665		—		—		41,665
Julia Kahr		—		—		—		—		—		—
Chinh E. Chu		—		—		—		—		—		—
Sidney Braginsky		—		—		—		—		—		—

(1)

Fees paid during 2006 include an additional $5,000 per month per director for services rendered from May 2006 to October 2006 in conjunction with the Merger. The members of the Special Committee of the Old RTI Board consisted of Mr. Clemow, Mrs. Osar, Mr. Kanter, and Mr. Martin.

Compensation Committee Interlocks and Insider Participation

        None of our executive officers has served as a member of the compensation committee (or other committee serving an equivalent function) of any other entity, whose executive officers served as a director of our company or member of our compensation committee.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

        We are a wholly owned subsidiary of RTI, which owns all of our issued and outstanding capital stock. All of RTI's issued and outstanding capital stock is owned by funds associated with Blackstone, certain members of our management, and the former shareholders of Cefar. Blackstone is able to control all actions by the board of directors of RTI by virtue of it being able to appoint a majority of the directors.

        All of our issued and outstanding shares of capital stock have been pledged as collateral to the lenders under the new senior secured credit facilities described under "Description of Other Indebtedness—New Senior Secured Credit Facilities." If we were to default on our new senior secured credit facilities, the lenders could foreclose on these shares of our common stock, which would result in a change of control.

        The following table sets forth as of December 31, 2006, certain information regarding the beneficial ownership of the voting securities of RTI by each person who beneficially owns more than five percent of RTI's common stock, and by the directors and executive officers of us and RTI, individually, and by the directors and executive officers as a group.

Name and Address of Beneficial Owner		Number of Shares Beneficially Owned(1)	Percentage(2)
5% Stockholders:
	Grand Slam Holdings, LLC(3)	21,694,850	97.42	%
Directors and Executive Officers:
	Kenneth W. Davidson(4)	308,475	1.37	%
	William W. Burke(4)	65,525	*
	Paul D. Chapman(4)	132,575	*
	Harry L Zimmerman(4)	124,375	*
	Jack F. Cahill(4)	87,075	*
	Chinh E. Chu(5)	21,694,850	97.42	%
	Julia Kahr(6)	—	—
	Sidney Braginsky	—	—
	All directors and executive officers as a group (all persons)	22,500,000	97.51	%

(1)

Includes shares held in the beneficial owner's name or jointly with others, or in the name of a bank, nominee or trustee for the beneficial owner's account. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, we believe that each stockholder named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned.

(2)

Unless otherwise indicated, the beneficial ownership of any named person does not exceed, in the aggregate, one percent of the outstanding equity securities of RTI on December 31, 2006, as adjusted as required by applicable rules.

(3)

Shares of common stock of RTI held by Grand Slam Holdings, LLC ("BCP Holdings"). may also be deemed to be beneficially owned by the following entities and persons: (i) Blackstone Capital Partners V L.P., a Delaware limited partnership ("BCP V"), Blackstone Family Investment Partnership V L.P., a Delaware limited partnership ("BFIP"), Blackstone Family Investment Partnership V-A L.P., a Delaware limited partnership ("BFIP-A"), and Blackstone Participation Partnership V L.P., a Delaware limited partnership (together with BCP V, BFIP and BFIP-A, the "Blackstone Partnerships"), which collectively own all of the equity in BCP Holdings; (iii) Blackstone Management Associates V L.L.C., a Delaware limited liability company ("BMA"), the general partner of the Blackstone Partnerships; (iv) BMA V L.L.C., a Delaware limited liability company ("BMA V"), the sole member of BMA; and (v) Peter G. Peterson and Stephen A.

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Schwarzman, the founding members and controlling persons of BMA V. Each of Messrs. Peterson and Schwarzman disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. The address of BCP Holdings and each of the entities listed in this footnote is c/o The Blackstone Group, L.P., 345 Park Avenue, New York, New York 10154.

(4)

The number of shares beneficially owned by these executive officers shown in this table reflect the number of shares underlying their management rollover options which are exercisable within 60 days.

(5)

Mr. Chu, a director of RTI, is a member of BMA V and a senior managing director of The Blackstone Group, L.P. The number of shares disclosed for Mr. Chu are also included in the above table in the number of shares disclosed for "Grand Slam Holdings, LLC." Mr. Chu disclaims beneficial ownership of any shares owned or controlled by BMA V, except to the extent of his pecuniary interest therein.

(6)

Ms. Kahr, a director of RTI, is an employee of Blackstone but does not have investment or voting control over the shares beneficially owned by BCP Holdings.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS AND
DIRECTOR INDEPENDENCE

Management Stockholder's Agreement

        In connection with the Transactions, RTI, Grand Slam Holdings and certain affiliates of Blackstone entered into management stockholders' agreements with certain members of our management, including our executive officers. The management stockholders' agreements impose significant restrictions on transfers of shares of RTI's common stock held by the management stockholders and provide that RTI will have a right of first refusal (or Blackstone, if RTI fails to exercise such right) on any proposed sale of RTI's common stock held by a management stockholder following the lapse of the transfer restrictions and prior to the occurrence of a "change in control" (as such term is defined in the agreement) of RTI. In addition, prior to a "qualified public offering" (as such term is defined in the agreement), Blackstone will have drag-along rights, and management stockholders will have tag-along rights, in the event of a sale of RTI's common stock by Blackstone to a third party (or in the event of a sale of Grand Slam Holdings' equity interests to a third party) in the same proportion as the shares or equity interests sold by Blackstone. If, prior to either the lapse of the transfer restrictions or a qualified public offering, a management stockholder's employment is terminated, RTI will have the right to repurchase all shares of RTI's common stock held by such management stockholder for a period of one year from the date of termination of employment (or the until the date that is one year following the exercise of the stock options used to acquire such common stock, if later). If RTI does not exercise this repurchase right during the applicable repurchase period, then Blackstone will generally have the right to repurchase such shares for a period of 30 days thereafter. The management stockholders' agreements also provide that, after the occurrence of a qualified public offering, the management stockholders will receive customary piggyback registration rights with respect to shares of RTI's common stock held by them.

Transaction and Monitoring Fee Agreement

        Immediately after the Transactions, RTI entered into a transaction and monitoring fee agreement with BMP. Under the transaction and monitoring fee agreement, RTI paid BMP, at the closing of the Transactions, an $8.2 million transaction fee, together with a payment of $0.4 million for related reimbursement of expenses, and a $3.0 million advisory fee, in consideration of BMP providing certain strategic and structuring, advice and assistance. In addition, under this agreement, BMP (including through its affiliates) will agree to provide certain monitoring, advisory and consulting services to RTI for an annual monitoring fee equal to $3.0 million. At the closing of the Transactions, RTI paid an initial monitoring fee of $3.0 million in respect of the period from the closing date of the Transactions to December 31, 2006. At any time in connection with or in anticipation of a change of control of RTI, a sale of all or substantially all of RTI's assets or an initial public offering of common stock of RTI or its successor, BMP may elect to receive, in lieu of remaining annual monitoring fee payments, a single lump sum cash payment equal to the then-present value of all then-current and future annual monitoring fees payable under the transaction and monitoring fee agreement, assuming a hypothetical termination date of the agreement to be the twelfth anniversary of such election. The transaction and monitoring fee agreement will continue until the earlier of the twelfth anniversary of the date of the agreement or such date as RTI and BMP may mutually determine. RTI will agree to indemnify BMP and its affiliates, directors, officers, employees, agents and representatives from and against all liabilities relating to the services contemplated by the transaction and monitoring fee agreement and the engagement of BMP pursuant to, and the performance of BMP and its affiliates of the services contemplated by, the transaction and monitoring fee agreement.

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Director Independence

        Prior to the Transactions, the Old RTI Board determined which directors were independent primarily on a review of the responses of the directors to questions regarding employment and compensation history, affiliations, family and other relationships, and on discussions with the directors themselves. The Old RTI Board undertook its annual review of director independence in March 2006. During this review, the Old RTI Board considered transactions and relationships between each director or any member of his or her immediate family and RTI and its subsidiaries and affiliates. The Old RTI Board also considered whether there were any transactions or relationships between directors or any member of their immediate family (or any entity of which a director or an immediate family member is an executive officer, general partner or significant equity holder) and members of the Company's senior management or its affiliates. As a result of this review, the Old RTI Board affirmatively determined that Mr. Clemow, Ms. Osar, Mr. Kanter and Dr. Martin were "independent directors" as defined by the listing standards of the Nasdaq National Market, and in accordance with the applicable rules and regulations of the SEC.

        After the Transactions, as a privately held company, the New RTI Board is not required to have a majority of its directors be independent nor is the New Compensation Committee required to be composed of independent directors. We believe that only Mr. Braginsky would be deemed an independent director.

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DESCRIPTION OF OTHER INDEBTEDNESS

New Senior Secured Credit Facilities

Overview

        In connection with the Transactions, RTFL, one of the co-issuers of the exchange notes, and its direct parent, ReAble Therapeutics Holdings LLC, formerly known as Encore Medical Holdings LLC, entered into senior secured credit facilities with Banc of America Securities LLC and Credit Suisse Securities (USA) LLC, as joint lead arrangers and joint bookrunners, Credit Suisse Securities (USA) LLC, as syndication agent, and Bank of America, N.A., as administrative agent. RTFL is the borrower under the new senior secured credit facilities.

        The new senior secured credit facilities provided senior secured financing of $400.0 million, consisting of a $50.0 million revolving credit facility and a $350.0 million term loan facility, which included the $10.0 million of term loan borrowings we incurred at the closing of the Transactions to finance the Cefar Acquisition. In addition, we are permitted, subject to receipt of additional commitments from participating lenders and certain other conditions, to incur up to an additional $150.0 million of borrowings under our new senior secured credit facilities.

        The revolving credit facility includes borrowing capacity available for letters of credit and for borrowings on same-day notice referred to as the swingline loans.

Interest Rate and Fees

        Borrowings under the new senior secured credit facilities bear interest at a rate equal to an applicable margin plus, at our option, either (a) a base rate determined by reference to the higher of (1) the prime rate of Bank of America, N.A. and (2) the federal funds rate plus 0.50% or (b) the Eurodollar rate determined by reference to the costs of funds for deposits in U.S. dollars for the interest period relevant to each borrowing adjusted for maximum reserves. The initial applicable margin for borrowings under the term loan facility and the revolving credit facility was 1.50% with respect to base rate borrowings and 2.50% with respect to Eurodollar borrowings. The applicable margin for borrowings under the term loan facility and the revolving credit facility may be reduced subject to our attaining certain leverage ratios.

        In addition to paying interest on outstanding principal under the new senior secured credit facilities, we are required to pay a commitment fee to the lenders under the revolving credit facility in respect of the unutilized commitments thereunder. The initial commitment fee rate is 0.50% per annum. The commitment fee rate may be reduced subject to our attaining certain leverage ratios. We must also pay customary letter of credit fees.

Prepayments

        The new senior secured credit facilities require us to prepay outstanding term loans, subject to certain exceptions, with:

•

50% (which percentage will be reduced to 25% and 0% upon our attaining certain leverage ratios) of our annual excess cash flow;



•

100% of the net cash proceeds above an annual amount to be agreed from non-ordinary course asset sales by ReAble Therapeutics Holdings LLC and its subsidiaries, subject to exceptions,

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including a 100% reinvestment right if reinvested or committed to reinvest within 15 months of such sale or disposition so long as reinvestment is completed within 180 days thereafter; and

•

100% of the net cash proceeds from issuances of debt by ReAble Therapeutics Holdings LLC and its subsidiaries, other than proceeds from debt permitted to be incurred under the new senior secured credit agreement.

        The foregoing mandatory prepayments will be applied to the term loan facilities in direct order of maturity.

        We may voluntarily repay outstanding loans under the new senior secured credit facilities at any time without premium or penalty; provided that voluntary prepayments of Eurodollar loans made on a date other than the last day of an interest period applicable thereto shall be subject to customary breakage costs.

Amortization

        We are required to pay annual amortization (payable in equal quarterly installments) on the loans under the term loan facility in an amount equal to 1.00% of their funded total principal amount during the first six years and nine months following the closing of the new senior secured credit facilities, with the remaining amount payable at maturity which is seven years from the date of the closing of the new senior secured credit facilities.

        Principal amounts outstanding under the revolving credit facility are due and payable in full at maturity, which is six years from the date of the closing of the new senior secured credit facilities.

Guarantee and Security

        All obligations under the new senior secured credit facilities are unconditionally guaranteed by ReAble Therapeutics Holdings LLC and each existing and future direct and indirect wholly-owned domestic subsidiary of RTFL other than immaterial subsidiaries and subsidiaries that are precluded by law or regulation from guaranteeing the obligations (collectively, the "U.S. Guarantors").

        All obligations under the new senior secured credit facilities, and the guarantees of those obligations, are secured by substantially all the following assets of ReAble Therapeutics Holdings LLC, us and each U.S. Guarantor but not RTI, subject to certain exceptions:

•

a pledge of 100% of the capital stock of RTFL, 100% of the capital stock of each domestic subsidiary of RTFL (other than certain excluded subsidiaries) and 65% of the capital stock of each first-tier wholly owned foreign subsidiary that is directly owned by RTFL or one of the U.S. Subsidiary Guarantors; and



•

a security interest in, and mortgages on, substantially all tangible and intangible assets of ReAble Therapeutics Holdings LLC, RTFL and each U.S. Guarantor other than RTI.

Certain Covenants and Events of Default

        The new senior secured credit facilities contain a number of covenants that, among other things, restrict, subject to certain exceptions, our ability to:

•

incur additional indebtedness or issue preferred stock;



•

create liens on assets;



•

enter into sale and leaseback transactions;



•

engage in mergers or consolidations;

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•

sell assets;



•

pay dividends and other restricted payments;



•

make investments, loans or advances;



•

make capital expenditures;



•

repay subordinated indebtedness (including the exchange notes);



•

make certain acquisitions;



•

engage in certain transactions with affiliates;



•

amend material agreements governing our subordinated indebtedness (including the exchange notes);



•

enter into certain burdensome agreements;



•

change our lines of business; and



•

change the status of ReAble Therapeutics Holdings LLC as a passive holding company.



•

In addition, the new senior secured credit facilities require us to maintain the following financial covenants:



•

a maximum consolidated total leverage ratio; and



•

a minimum interest coverage ratio.

        Pursuant to the terms of the credit agreement relating to the new senior secured credit facilities, we are required to maintain a consolidated total debt to Adjusted EBITDA ratio (or total leverage ratio) starting at a maximum of 8.00:1 and stepping down over time to 4.75:1 by the end of 2013 and an Adjusted EBITDA to consolidated interest expense ratio (or interest coverage ratio) starting at a minimum of 1.25:1 and stepping up over time to 1.80:1 by the end of 2013. We are subject to these financial covenants beginning as of the twelve month period ending June 30, 2007.

        The new senior secured credit facilities also contain certain customary affirmative covenants and events of default.

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THE EXCHANGE OFFER

Purpose and Effect of the Exchange Offer

        RTFL, Finco and the guarantors of the notes have entered into a registration rights agreement with the initial purchasers of the outstanding notes in which they agreed, under certain circumstances, to use their reasonable best efforts to file a registration statement relating to an offer to exchange the outstanding notes for exchange notes and thereafter cause the registration statement to become effective under the Securities Act no later than 360 days following the closing date of the issuance of the outstanding notes. The exchange notes will have terms identical in all material respects to the outstanding notes, except that the exchange notes will not contain terms with respect to transfer restrictions, registration rights and additional interest for failure to observe certain obligations in the registration rights agreement. The outstanding notes were issued on November 3, 2006.

        Under the circumstances set forth below, RTFL, Finco and the guarantors will use their reasonable best efforts to cause the SEC to declare effective a shelf registration statement with respect to the resale of the outstanding notes within the time periods specified in the registration rights agreement and keep the statement effective for up to two years after the effective date of the shelf registration statement. These circumstances include:

•

if any changes in law, SEC rules or regulations or applicable interpretations thereof by the SEC do not permit us to effect the exchange offer as contemplated by the registration rights agreement;



•

if the exchange offer is not consummated within 360 days after the date of issuance of the outstanding notes;



•

if any initial purchaser so requests with respect to the outstanding notes not eligible to be exchanged for the exchange notes and held by it within 30 days after the consummation of the exchange offer; or



•

if any holder that participates in the exchange offer does not receive freely transferable exchange notes in exchange for tendered outstanding notes.

        Under the registration rights agreement, if RTFL and Finco fail to complete the exchange offer (other than in the event we file a shelf registration statement) or the shelf registration statement, if required thereby, is not declared effective, in either case on or prior to 360 days after the issue date (the "target registration date"), the interest rate on the outstanding notes will be increased by (x) 0.25% per annum for the first 90-day period immediately following the target registration date and (y) an additional 0.25% per annum with respect to each subsequent 90-day period, in each case, until the exchange offer is completed or the shelf registration statement, if required, is declared effective by the SEC or the outstanding notes cease to constitute transfer restricted notes, up to a maximum of 1.00% per annum of additional interest. Copies of the registration rights agreement have been filed as exhibits to the registration statement of which this prospectus is a part.

        If you wish to exchange your outstanding notes for exchange notes in the exchange offer, you will be required to make the following written representations:

•

you are not an affiliate of RTFL and Finco or an affiliate of any guarantor within the meaning of Rule 405 of the Securities Act;



•

you have no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of the exchange notes in violation of the provisions of the Securities Act;

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•

you are not engaged in, and do not intend to engage in, a distribution of the exchange notes; and



•

you are acquiring the exchange notes in the ordinary course of your business.

        Each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes, where the broker-dealer acquired the outstanding notes as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. Please see "Plan of Distribution."

Resale of Exchange Notes

        Based on interpretations by the SEC set forth in no-action letters issued to third parties, we believe that you may resell or otherwise transfer exchange notes issued in the exchange offer without complying with the registration and prospectus delivery provisions of the Securities Act, if:

•

you are not our affiliate or an affiliate of any guarantor within the meaning of Rule 405 under the Securities Act;



•

you do not have an arrangement or understanding with any person to participate in a distribution of the exchange notes;



•

you are not engaged in, and do not intend to engage in, a distribution of the exchange notes; and



•

you are acquiring the exchange notes in the ordinary course of your business.

        If you are an affiliate of RTFL and Finco or an affiliate of any guarantor, or are engaging in, or intend to engage in, or have any arrangement or understanding with any person to participate in, a distribution of the exchange notes, or are not acquiring the exchange notes in the ordinary course of your business:

•

You cannot rely on the position of the SEC set forth in Morgan Stanley & Co. Incorporated (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the SEC's letter to Shearman & Sterling, dated July 2, 1993, or similar no-action letters; and



•

in the absence of an exception from the position stated immediately above, you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes.

        This prospectus may be used for an offer to resell, resale or other transfer of exchange notes only as specifically set forth in this prospectus. With regard to broker-dealers, only broker-dealers that acquired the outstanding notes as a result of market-making activities or other trading activities may participate in the exchange offer. Each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes, where such outstanding notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. Please read "Plan of Distribution" for more details regarding the transfer of exchange notes.

Terms of the Exchange Offer

        On the terms and subject to the conditions set forth in this prospectus and in the accompanying letters of transmittal, RTFL and Finco will accept for exchange in the exchange offer any outstanding notes that are validly tendered and not validly withdrawn prior to the expiration date. Outstanding notes may only be tendered in multiples of $2,000 and in integral multiples of $1,000 in excess thereof. RTFL and Finco will issue $2,000 and integral multiples of $1,000, in excess thereof, principal amount

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of exchange notes in exchange for each $2,000 and integral multiples of $1,000, in excess thereof, principal amount of outstanding notes surrendered in the exchange offer.

        The form and terms of the exchange notes will be identical in all material respects to the form and terms of the outstanding notes except the exchange notes will be registered under the Securities Act, will not bear legends restricting their transfer and will not provide for any additional interest upon our failure to fulfill our obligations under the registration rights agreement to complete the exchange offer, or file, and cause to be effective, a shelf registration statement, if required thereby, within the specified time period. The exchange notes will evidence the same debt as the outstanding notes. The exchange notes will be issued under and entitled to the benefits of the indenture that authorized the issuance of the outstanding notes. For a description of the indenture, see "Description of the Notes."

        The exchange offer is not conditioned upon any minimum aggregate principal amount of outstanding notes being tendered for exchange.

        As of the date of this prospectus, $200 million aggregate principal amount of the 11³/4% Senior Subordinated Notes due 2014 are outstanding. This prospectus and the letters of transmittal are being sent to all registered holders of outstanding notes. There will be no fixed record date for determining registered holders of outstanding notes entitled to participate in the exchange offer. RTFL and Finco intend to conduct the exchange offer in accordance with the provisions of the registration rights agreement, the applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations of the SEC. Outstanding notes that are not tendered for exchange in the exchange offer will remain outstanding and continue to accrue interest and will be entitled to the rights and benefits such holders have under the indenture relating to such holders' series of outstanding notes and the registration rights agreement except we will not have any further obligation to you to provide for the registration of the outstanding notes under the registration rights agreement.

        RTFL and Finco will be deemed to have accepted for exchange properly tendered outstanding notes when it has given written notice of the acceptance to the exchange agent. The exchange agent will act as agent for the tendering holders for the purposes of receiving the exchange notes from us and delivering exchange notes to holders. Subject to the terms of the registration rights agreement, RTFL and Finco expressly reserve the right to amend or terminate the exchange offer and to refuse to accept the occurrence of any of the conditions specified below under "—Conditions to the Exchange Offer."

        If you tender your outstanding notes in the exchange offer, you will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of outstanding notes. We will pay all charges and expenses, other than certain applicable taxes described below in connection with the exchange offer. It is important that you read "—Fees and Expenses" below for more details regarding fees and expenses incurred in the exchange offer.

Expiration Date; Extensions, Amendments

        As used in this prospectus, the term "expiration date" means 12:00 a.m. midnight, New York City time, on            , 2007. However, if we, in our sole discretion, extend the period of time for which the exchange offer is open, the term "expiration date" will mean the latest time and date to which we shall have extended the expiration of such exchange offer.

        To extend the period of time during which an exchange offer is open, we will notify the exchange agent of any extension or written notice, followed by notification by press release or other public announcement to the registered holders of the outstanding notes no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

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        RTFL and Finco reserve the right, in their sole discretion:

•

to delay accepting for exchange any outstanding notes (only in the case that we amend or extend the exchange offer);



•

to extend the exchange offer or to terminate the exchange offer if any of the conditions set forth below under "—Conditions to the Exchange Offer" have not been satisfied, by giving written notice of such delay, extension or termination to the exchange agent; and



•

subject to the terms of the registration rights agreement, to amend the terms of the exchange offer in any manner. In the event of a material change in the exchange offer, including the waiver of a material condition, we will extend the offer period, if necessary, so that at least five business days remain in such offer period following notice of the material change.

        Any delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by written notice to the registered holders of the outstanding notes. If RTFL and Finco amend an exchange offer in a manner that we determine to constitute a material change, they will promptly disclose the amendment in a manner reasonably calculated to inform the holders of applicable outstanding notes of that amendment.

Conditions to the Exchange Offer

        Despite any other term of the exchange offer, RTFL and Finco will not be required to accept for exchange, or to issue exchange notes in exchange for, any outstanding notes and they may terminate or amend the exchange offer as provided in this prospectus prior to the expiration date if in their reasonable judgment:

•

the exchange offer or the making of any exchange by a holder violates any applicable law or interpretation of the SEC; or



•

any action or proceeding has been instituted or threatened in writing in any court or by or before any governmental agency with respect to the exchange offer that, in our judgment, would reasonably be expected to impair our ability to proceed with the exchange offer.

        In addition, RTFL and Finco will not be obligated to accept for exchange the outstanding notes of any holder that has not made to us:

•

the representations described under "—Purpose and Effect of the Exchange Offer," "—Procedures for Tendering" and "Plan of Distribution;" or



•

any other representations as may be reasonably necessary under applicable SEC rules, regulations, or interpretations to make available to us an appropriate form for registration of the exchange notes under the Securities Act.

        RTFL and Finco expressly reserve the right at any time or at various times to extend the period of time during which the exchange offer is open. Consequently, RTFL and Finco may delay acceptance of any outstanding notes by giving oral or written notice of such extension to their holders. RTFL and Finco will return any outstanding notes that they do not accept for exchange for any reason without expense to their tendering holder promptly after the expiration or termination of the exchange offer.

        RTFL and Finco expressly reserve the right to amend or terminate the exchange offer and to reject for exchange any outstanding notes not previously accepted for exchange, upon the occurrence of any of the conditions of the exchange offer specified above. RTFL and Finco will give oral or written notice of any extension, amendment, non-acceptance or termination to the holders of the outstanding notes as promptly as practicable. In the case of any extension, such notice will be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

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        These conditions are for our sole benefit and RTFL and Finco may assert them regardless of the circumstances that may give rise to them or waive them in whole or in part at any or at various times prior to the expiration date in our sole discretion. If RTFL and Finco fail at any time to exercise any of the foregoing rights, this failure will not constitute a waiver of such right. Each such right will be deemed an ongoing right that they may assert at any time or at various times prior to the expiration date.

        In addition, RTFL and Finco will not accept for exchange any outstanding notes tendered, and will not issue exchange notes in exchange for any such outstanding notes, if at such time any stop order is threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the indenture under the Trust Indenture Act of 1939 (the "TIA").

Procedures for Tendering Outstanding Notes

        To tender your outstanding notes in the exchange offer, you must comply with either of the following:

•

complete, sign and date the letter of transmittal, or a facsimile of the letter of transmittal, have the signature(s) on the letter of transmittal guaranteed if required by the letter of transmittal and mail or deliver such letter of transmittal or facsimile thereof to the exchange agent at the address set forth below under "—Exchange Agent—Notes" prior to the expiration date; or



•

comply with DTC's Automated Tender Offer Program procedures described below.



•

In addition, either:



•

the exchange agent must receive certificates for outstanding notes along with the letter of transmittal prior to the expiration date;



•

the exchange agent must receive a timely confirmation of book-entry transfer of outstanding notes into the exchange agent's account at DTC according to the procedures for book-entry transfer described below or a properly transmitted agent's message prior to the expiration date; or



•

you must comply with the guaranteed delivery procedures described below.

        Your tender, if not withdrawn prior to the expiration date, constitutes an agreement between us and you upon the terms and subject to the conditions described in this prospectus and in the letter of transmittal.

        The method of delivery of outstanding notes, letters of transmittal, and all other required documents to the exchange agent is at your election and risk. We recommend that instead of delivery by mail, you use an overnight or hand delivery service, properly insured. In all cases, you should allow sufficient time to assure timely delivery to the exchange agent before the expiration date. You should not send letters of transmittal or certificates representing outstanding notes to us. You may request that your broker, dealer, commercial bank, trust company or nominee effect the above transactions for you.

        If you are a beneficial owner whose outstanding notes are registered in the name of a broker, dealer, commercial bank, trust company, or other nominee and you wish to tender your outstanding notes, you should promptly contact the registered holder and instruct the registered holder to tender on your behalf. If you wish to tender the outstanding notes yourself, you must, prior to completing and executing the letter of transmittal and delivering your outstanding notes, either:

•

make appropriate arrangements to register ownership of the outstanding notes in your name; or



•

obtain a properly completed bond power from the registered holder of outstanding notes.

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        The transfer of registered ownership may take considerable time and may not be able to be completed prior to the expiration date.

        Signatures on the letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed by a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or another "eligible guarantor institution" within the meaning of Rule 17A(d)-15 under the Exchange Act unless the outstanding notes surrendered for exchange are tendered:

•

by a registered holder of the outstanding notes who has not completed the box entitled "Special Registration Instructions" or "Special Delivery Instructions" on the letter of transmittal; or



•

for the account of an eligible guarantor institution.

        If the letter of transmittal is signed by a person other than the registered holder of any outstanding notes listed on the outstanding notes, such outstanding notes must be endorsed or accompanied by a properly completed bond power. The bond power must be signed by the registered holder as the registered holder's name appears on the outstanding notes and an eligible guarantor institution must guarantee the signature on the bond power.

        If the letter of transmittal or any certificates representing outstanding notes, or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations, or others acting in a fiduciary or representative capacity, those persons should also indicate when signing and, unless waived by us, they should also submit evidence satisfactory to us of their authority to so act.

        The exchange agent and DTC have confirmed that any financial institution that is a participant in DTC's system may use DTC's Automated Tender Offer Program to tender. Participants in the program may, instead of physically completing and signing the letter of transmittal and delivering it to the exchange agent, electronically transmit their acceptance of the exchange by causing DTC to transfer the outstanding notes to the exchange agent in accordance with DTC's Automated Tender Offer Program procedures for transfer. DTC will then send an agent's message to the exchange agent. The term "agent's message" means a message transmitted by DTC, received by the exchange agent and forming part of the book-entry confirmation, which states that:

•

DTC has received an express acknowledgment from a participant in its Automated Tender Offer Program that is tendering outstanding notes that are the subject of the book-entry confirmation;



•

the participant has received and agrees to be bound by the terms of the letter of transmittal, or in the case of an agent's message relating to guaranteed delivery, that such participant has received and agrees to be bound by the notice of guaranteed delivery; and



•

we may enforce that agreement against such participant.

        DTC is referred to herein as a "book-entry transfer facility."

Acceptance of Exchange Notes

        In all cases, RTFL and Finco will promptly issue exchange notes for outstanding notes that it has accepted for exchange under the exchange offer only after the exchange agent timely receives:

•

outstanding notes or a timely book-entry confirmation of such outstanding notes into the exchange agent's account at the book-entry transfer facility; and



•

a properly completed and duly executed letter of transmittal and all other required documents or a properly transmitted agent's message.

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        By tendering outstanding notes pursuant to the exchange offer, you will represent to us that, among other things:

•

you are not our affiliate or an affiliate of any guarantor within the meaning of Rule 405 under the Securities Act;



•

you do not have an arrangement or understanding with any person or entity to participate in a distribution of the exchange notes; and



•

you are acquiring the exchange notes in the ordinary course of your business.

        In addition, each broker-dealer that is to receive exchange notes for its own account in exchange for outstanding notes must represent that such outstanding notes were acquired by that broker-dealer as a result of market-making activities or other trading activities and must acknowledge that it will deliver a prospectus that meets the requirements of the Securities Act in connection with any resale of the exchange notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. See "Plan of Distribution."

        RTFL and Finco will interpret the terms and conditions of the exchange offer, including the letters of transmittal and the instructions to the letters of transmittal, and will resolve all questions as to the validity, form, eligibility, including time of receipt, and acceptance of outstanding notes tendered for exchange. Our determinations in this regard will be final and binding on all parties. RTFL and Finco reserves the absolute right to reject any and all tenders of any particular outstanding notes not properly tendered or to not accept any particular outstanding notes if the acceptance might, in their or their counsel's judgment, be unlawful. We also reserve the absolute right to waive any defects or irregularities as to any particular outstanding notes prior to the expiration date.

        Unless waived, any defects or irregularities in connection with tenders of outstanding notes for exchange must be cured within such reasonable period of time as we determine. Neither RTFL, Finco, the exchange agent, nor any other person will be under any duty to give notification of any defect or irregularity with respect to any tender of outstanding notes for exchange, nor will any of them incur any liability for any failure to give notification. Any outstanding notes received by the exchange agent that are not properly tendered and as to which the irregularities have not been cured or waived will be returned by the exchange agent to the tendering holder, unless otherwise provided in the letter of transmittal, promptly after the expiration date.

Book-Entry Delivery Procedures

        Promptly after the date of this prospectus, the exchange agent will establish an account with respect to the outstanding notes at DTC and, as the book-entry transfer facility, for purposes of the exchange offer. Any financial institution that is a participant in the book-entry transfer facility's system may make book-entry delivery of the outstanding notes by causing the book-entry transfer facility to transfer those outstanding notes into the exchange agent's account at the facility in accordance with the facility's procedures for such transfer. To be timely, book-entry delivery of outstanding notes requires receipt of a confirmation of a book-entry transfer, a "book-entry confirmation," prior to the expiration date. In addition, although delivery of outstanding notes may be effected through book-entry transfer into the exchange agent's account at the book-entry transfer facility, the letter of transmittal or a manually signed facsimile thereof, together with any required signature guarantees and any other required documents, or an "agent's message," as defined below, in connection with a book-entry transfer, must, in any case, be delivered or transmitted to and received by the exchange agent at its address set forth on the cover page of the letter of transmittal prior to the expiration date to receive exchange notes for tendered outstanding notes, or the guaranteed delivery procedure described below must be complied with. Tender will not be deemed made until such documents are received by the

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exchange agent. Delivery of documents to the book-entry transfer facility does not constitute delivery to the exchange agent.

        Holders of outstanding notes who are unable to deliver confirmation of the book-entry tender of their outstanding notes into the exchange agent's account at the book-entry transfer facility or all other documents required by the letter of transmittal to the exchange agent on or prior to the expiration date must tender their outstanding notes according to the guaranteed delivery procedures described below.

Guaranteed Delivery Procedures

        If you wish to tender your outstanding notes but your outstanding notes are not immediately available or you cannot deliver your outstanding notes, the letter of transmittal or any other required documents to the exchange agent or comply with the procedures under DTC's Automatic Tender Offer Program in the case of outstanding notes, prior to the expiration date, you may still tender if:

•

the tender is made through an eligible guarantor institution;



•

prior to the expiration date, the exchange agent receives from such eligible guarantor institution either a properly completed and duly executed notice of guaranteed delivery, by facsimile transmission, mail, or hand delivery or a properly transmitted agent's message and notice of guaranteed delivery, that (1) sets forth your name and address, the certificate number(s) of such outstanding notes and the principal amount of outstanding notes tendered; (2) states that the tender is being made thereby; and (3) guarantees that, within three New York Stock Exchange trading days after the expiration date, the letter of transmittal, or facsimile thereof, together with the outstanding notes or a book-entry confirmation, and any other documents required by the letter of transmittal, will be deposited by the eligible guarantor institution with the exchange agent; and



•

the exchange agent receives the properly completed and executed letter of transmittal or facsimile thereof, as well as certificate(s) representing all tendered outstanding notes in proper form for transfer or a book-entry confirmation of transfer of the outstanding notes into the exchange agent's account at DTC all other documents required by the letter of transmittal within three New York Stock Exchange trading days after the expiration date.

        Upon request, the exchange agent will send to you a notice of guaranteed delivery if you wish to tender your outstanding notes according to the guaranteed delivery procedures.

Withdrawal Rights

        Except as otherwise provided in this prospectus, you may withdraw your tender of outstanding notes at any time prior to 12:00 a.m. midnight, New York City time, on the expiration date.

        For a withdrawal to be effective:

•

the exchange agent must receive a written notice, which may be by telegram, telex, facsimile or letter, of withdrawal at its address set forth below under "—Exchange Agent"; or



•

you must comply with the appropriate procedures of DTC's Automated Tender Offer Program system.

        Any notice of withdrawal must:

•

specify the name of the person who tendered the outstanding notes to be withdrawn;

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•

identify the outstanding notes to be withdrawn, including the certificate numbers and principal amount of the outstanding notes; and



•

where certificates for outstanding notes have been transmitted, specify the name in which such outstanding notes were registered, if different from that of the withdrawing holder.

        If certificates for outstanding notes have been delivered or otherwise identified to the exchange agent, then, prior to the release of such certificates, you must also submit:

•

the serial numbers of the particular certificates to be withdrawn; and



•

a signed notice of withdrawal with signatures guaranteed by an eligible institution unless your are an eligible guarantor institution.

        If outstanding notes have been tendered pursuant to the procedures for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn outstanding notes and otherwise comply with the procedures of the facility. We will determine all questions as to the validity, form, and eligibility, including time of receipt of notices of withdrawal and our determination will be final and binding on all parties. Any outstanding notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offer. Any outstanding notes that have been tendered for exchange but that are not exchanged for any reason will be returned to their holder, without cost to the holder, or, in the case of book-entry transfer, the outstanding notes will be credited to an account at the book-entry transfer facility, promptly after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn outstanding notes may be retendered by following the procedures described under "—Procedures for Tendering Outstanding Notes" above at any time on or prior to the expiration date.

Exchange Agent

        The Bank of New York has been appointed as the exchange agent for the exchange offer. The Bank of New York also acts as trustee under the indenture governing the notes. You should direct all executed letters of transmittal and all questions and requests for assistance, requests for additional copies of this prospectus or of the letters of transmittal, and requests for notices of guaranteed delivery to the exchange agent addressed as follows:

By Registered or Certified Mail:	By Regular Mail:	By Overnight Courier or Hand Delivery:
The Bank of New York	The Bank of New York	The Bank of New York
By Facsimile Transmission: (eligible institutions only):
Telephone Inquiries:

Note: Delivery of this instrument to an address other than as set forth above, or transmission of instructions other than as set forth above, will not constitute a valid delivery.

        If you deliver the letter of transmittal to an address other than the one set forth above or transmit instructions via facsimile other than the one set forth above, that delivery or those instructions will not be effective.

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Fees and Expenses

        The registration rights agreement provides that we will bear all expenses in connection with the performance of our obligations relating to the registration of the exchange notes and the conduct of the exchange offer. These expenses include registration and filing fees, accounting and legal fees and printing costs, among others. We will pay the exchange agent reasonable and customary fees for its services and reasonable out-of-pocket expenses. We will also reimburse brokerage houses and other custodians, nominees and fiduciaries for customary mailing and handling expenses incurred by them in forwarding this prospectus and related documents to their clients that are holders of outstanding notes and for handling or tendering for such clients.

        We have not retained any dealer-manager in connection with the exchange offer and will not pay any fee or commission to any broker, dealer, nominee or other person, other than the exchange agent, for soliciting tenders of outstanding notes pursuant to the exchange offer.

Accounting Treatment

        We will record the exchange notes in our accounting records at the same carrying value as the outstanding notes, which is the aggregate principal amount as reflected in our accounting records on the date of exchanges, as the terms of the exchange notes are substantially identical to the terms of the outstanding notes. Accordingly, we will not recognize any gain or loss for accounting purposes upon the consummation of the exchange offer. We will record the expenses of the exchange offer as incurred.

Transfer Taxes

        We will pay all transfer taxes, if any, applicable to the exchanges of outstanding notes under the exchange offer. The tendering holder, however, will be required to pay any transfer taxes, whether imposed on the registered holder or any other person, if:

•

certificates representing outstanding notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be issued in the name of, any person other than the registered holder of outstanding notes tendered;



•

tendered outstanding notes are registered in the name of any person other than the person signing the letter of transmittal; or



•

a transfer tax is imposed for any reason other than the exchange of outstanding notes under the exchange offer.

        If satisfactory evidence of payment of such taxes is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed to that tendering holder.

        Holders who tender their outstanding notes for exchange will not be required to pay any transfer taxes. However, holders who instruct us to register exchange notes in the name of, or request that outstanding notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered tendering holder will be required to pay any applicable transfer tax.

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Consequences of Failure to Exchange

        If you do not exchange your outstanding notes for exchange notes under the exchange offer, your outstanding notes will remain subject to the restrictions on transfer of such outstanding notes:

•

as set forth in the legend printed on the outstanding notes as a consequence of the issuance of the outstanding notes pursuant to the exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws; and



•

as otherwise set forth in the offering memorandum distributed in connection with the private offerings of the outstanding notes.

        In general, you may not offer or sell your outstanding notes unless they are registered under the Securities Act or if the offer or sale is exempt from registration under the Securities Act and applicable state securities laws. Except as required by the registration rights agreement, we do not intend to register resales of the outstanding notes under the Securities Act.

Other

        Participating in the exchange offer is voluntary, and you should carefully consider whether to accept. You are urged to consult your financial and tax advisors in making your own decision on what action to take.

        We may in the future seek to acquire untendered outstanding notes in open market or privately negotiated transactions, through subsequent exchange offer or otherwise. We have no present plans to acquire any outstanding notes that are not tendered in the exchange offer or to file a registration statement to permit resales of any untendered outstanding notes.

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DESCRIPTION OF NOTES

General

        Certain terms used in this description are defined under the subheading "Certain Definitions." In this description, (a) the terms "we," "our," "us," and "Company" refer only to ReAble Therapeutics Finance LLC and not any of its Affiliates, (b) the terms "ReAble Therapeutics Finance Corporation." and "Co-Issuer" refer only to ReAble Therapeutics Finance Corporation and not any of its Affiliates and (c) the term "Issuers" refers to the Company and ReAble Therapeutics Finance Corporation. The Company is an indirect Wholly-Owned Subsidiary of ReAble Therapeutics, Inc. ("RTI") and the entities that became its consolidated subsidiaries upon consummation of the Transactions include all of ReAble Therapeutics Inc.'s existing operations on the Closing Date.

        The Issuers are jointly and severally liable for all obligations under the Notes. ReAble Therapeutics Finance Corporation is a Wholly-Owned Subsidiary of the Company that has been incorporated in Delaware as a special purpose finance subsidiary to facilitate the offering of the Notes and other debt securities of the Company. The Company believes that some prospective purchasers of the Notes may be restricted in their ability to purchase debt securities of partnerships or limited liability companies, such as the Company, unless the securities are jointly issued by a corporation. ReAble Therapeutics Finance Corporation will not have any substantial operations or assets and will not have any revenues. Accordingly, you should not expect the ReAble Therapeutics Finance Corporation to participate in servicing the principal and interest obligations on the Notes.

        The Issuers issued $200,000,000 aggregate principal amount of 11³/4% senior subordinated notes due 2014 (the "Notes") under an indenture dated as of November 3, 2006 (the "Indenture") among the Issuers, the Guarantors and The Bank of New York, a New York banking corporation, as trustee (the "Trustee"). The Notes were issued in a private transaction that was not subject to the registration requirements of the Securities Act.

        The following description is only a summary of the material provisions of the Indenture, does not purport to be complete and is qualified in its entirety by reference to the provisions of the Indenture, including the definitions therein of certain terms used below. We urge you to read the Indenture because it, not this description, defines your rights as Holders of the Notes. You may request copies of the Indenture at our address set forth under the heading "Prospectus Summary."

Brief Description of Notes

        The Notes are:

•

general unsecured obligations of the Issuers;



•

subordinated in right of payment to all existing and future Senior Indebtedness (including the Senior Credit Facilities) of the Issuers;



•

pari passu in right of payment with any future Senior Subordinated Indebtedness of the Issuers;



•

effectively subordinated to all secured Indebtedness of the Issuers (including the Senior Credit Facilities) to the extent of the value of the assets securing such indebtedness, and to any existing and future Indebtedness and other liabilities of the Company's Subsidiaries that are not guaranteeing the Notes;



•

senior in right of payment to any future Subordinated Indebtedness of the Issuers;



•

guaranteed on an unsecured senior subordinated basis by each Restricted Subsidiary, as described under "—Guarantees"; and



•

subject to registration with the SEC pursuant to a Registration Rights Agreement.

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        As of the date of the Indenture, all of the Company's subsidiaries are "Restricted Subsidiaries." However, under certain circumstances, we are permitted to designate certain of our subsidiaries as "Unrestricted Subsidiaries." Any Unrestricted Subsidiaries will not be subject to any of the restrictive covenants in the Indenture and will not guarantee the Notes.

Guarantees

        The Guarantors, as primary obligors and not merely as sureties, jointly and severally, fully and unconditionally guarantee, on an unsecured senior subordinated basis, the performance and full and punctual payment when due, whether at maturity, by acceleration or otherwise, of all obligations of the Issuers under the Indenture and the Notes, whether for payment of principal of, any premium or interest on or Additional Interest in respect of the Notes, expenses, indemnification or otherwise, on the terms set forth in the Indenture by executing the Indenture.

        The Restricted Subsidiaries (other than as detailed below) guarantee the Notes. None of our Foreign Subsidiaries guarantee the Notes. Each of the Guarantees of the Notes is a general unsecured obligation of each Guarantor, subordinated in right of payment to all existing and future Senior Indebtedness of each such Guarantor and effectively subordinated to all secured Indebtedness of each such Guarantor. The Notes are structurally subordinated to Indebtedness of Subsidiaries of the Issuers that do not Guarantee the Notes.

        Not all of the Company's Subsidiaries Guarantee the Notes. In the event of a bankruptcy, liquidation or reorganization of any of these non-guarantor Subsidiaries, the non-guarantor Subsidiaries will pay the holders of their debt and their trade creditors before they will be able to distribute any of their assets to the Company. As of December 31, 2006, our Subsidiaries that are not Guarantors accounted for approximately $194.2 million, or 18.3%, of our total assets, and approximately $128.6 million, or 17.8%, of our total liabilities. For the year ended December 31, 2006 (combined basis), our Subsidiaries that are not Guarantors would have accounted for approximately $64.2 million, or 17.7%, of our net sales, and approximately $4.1 million, or 7.7%, of our total EBITDA.

        The obligations of each Guarantor under its Guarantee are limited as necessary to prevent the Guarantee from constituting a fraudulent conveyance under applicable law.

        Any entity that makes a payment under its Guarantee will be entitled upon payment in full of all guaranteed obligations under the Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor's pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP.

        If a Guarantee was rendered voidable, it could be subordinated by a court to all other indebtedness (including guarantees and other contingent liabilities) of the Guarantor, and, depending on the amount of such indebtedness, a Guarantor's liability on its Guarantee could be reduced to zero. See "Risk Factors—Risks Related to the Notes—Federal and state statutes allow courts, under specific circumstances, to void the guarantees, subordinate claims in respect of the guarantees and require noteholders to return payments received from the guarantors."

        A Guarantee by a Guarantor shall provide by its terms that it shall be automatically and unconditionally released and discharged upon:

        (1)   (a) any sale, exchange or transfer (by merger or otherwise) of the Capital Stock of such Guarantor (including any sale, exchange or transfer after which the applicable Guarantor is no longer a Restricted Subsidiary) if such sale, exchange or transfer is made in compliance with the applicable provisions of the Indenture;

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        (b)   the release or discharge of the guarantee by such Guarantor of the Senior Credit Facilities or the guarantee which resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee;

        (c)   the proper designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the provisions set forth under "—Certain Covenants—Limitation on Restricted Payments" and the definition of "Unrestricted Subsidiary"; or

        (d)   the Issuers exercising their legal defeasance option or covenant defeasance option as described under "—Legal Defeasance and Covenant Defeasance" or the Issuers' obligations under the Indenture being discharged in accordance with the terms of the Indenture; and

        (2)   such Guarantor delivering to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in the Indenture relating to such transaction have been complied with.

Ranking

        The payment of the principal of, premium, if any, and interest on the Notes and the payment of any Guarantee is subordinate in right of payment to the prior payment in cash in full of all Senior Indebtedness of the Issuers or the relevant Guarantor, as the case may be, including the obligations of the Issuers and such Guarantor under the Senior Credit Facilities.

        The Notes are subordinated in right of payment to all of the Issuers' and each Guarantor's existing and future Senior Indebtedness and effectively subordinated to all of the Issuers' and each Guarantor's existing and future Secured Indebtedness to the extent of the value of the assets securing such Indebtedness. As of December 31, 2006, we and the Guarantors had $350.2 million of Senior Indebtedness (of which $349.8 million was Secured Indebtedness, including $349.1 million of Secured Indebtedness under the Senior Credit Facilities); the Company's Subsidiaries (other than the Co-Issuer) that are not guaranteeing the Notes had $22.2 million of indebtedness and liabilities (excluding intercompany indebtedness and deferred tax liabilities); and the Company had $50.0 million of available borrowings under the revolving credit facility of the Senior Credit Facilities.

        Although the Indenture contains limitations on the amount of additional Indebtedness that the Issuers and the Guarantors may incur, under certain circumstances the amount of such Indebtedness could be substantial and, in any case, such Indebtedness may be Senior Indebtedness. See "Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock."

Paying Agent and Registrar for the Notes

        The Issuers maintain one or more paying agents for the Notes in the Borough of Manhattan, City of New York. The initial paying agent for the Notes is the Trustee.

        The Issuers also maintain a registrar with offices in the Borough of Manhattan, City of New York. The initial registrar is the Trustee. The registrar maintains a register reflecting ownership of the Notes outstanding from time to time and makes payments on and facilitates transfer of Notes on behalf of the Issuers.

        The Company may change the paying agents or the registrars without prior notice to the Holders. The Company or any of its Subsidiaries may act as a paying agent or registrar.

Subordination of the Notes

        Only Indebtedness of the Issuers or a Guarantor that is Senior Indebtedness ranks senior to the Notes and the Guarantees in accordance with the provisions of the Indenture. The Notes and the

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Guarantees in all respects rank pari passu with all other Senior Subordinated Indebtedness of the Issuers and the relevant Guarantor, respectively.

        We agreed in the Indenture that the Issuers and the Guarantors will not incur any Indebtedness that is subordinate or junior in right of payment to any Senior Indebtedness of such Person, unless such Indebtedness is Senior Subordinated Indebtedness of the applicable Person or is expressly subordinated in right of payment to Senior Subordinated Indebtedness of such Person. The Indenture does not treat (i) unsecured Indebtedness as subordinated or junior to Secured Indebtedness merely because it is unsecured or (ii) Senior Indebtedness as subordinated or junior to any other Senior Indebtedness merely because it has a junior priority with respect to the same collateral.

        Neither the Issuers nor any Guarantor is permitted to pay principal of, premium, if any, or interest on the Notes (or pay any other obligations relating to the Notes, including Additional Interest, fees, costs, expenses, indemnities and rescission or damage claims) or make any deposit pursuant to the provisions described under "Legal Defeasance and Covenant Defeasance" or "Satisfaction and Discharge" below and may not purchase, redeem or otherwise retire any Notes (collectively, "pay the notes") (except in the form of Permitted Junior Securities) if either of the following occurs (a "Payment Default"):

        (1)   any Obligation on any Designated Senior Indebtedness of such Issuer is not paid in full in cash when due, after giving effect to any applicable grace period; or

        (2)   any other default on Designated Senior Indebtedness of such Issuer occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms;

unless, in either case, the Payment Default has been cured or waived and any such acceleration has been rescinded or such Designated Senior Indebtedness has been paid in full in cash. Regardless of the foregoing, the Issuers are permitted to pay the Notes if the Issuers and the Trustee receive written notice approving such payment from the Representatives of all Designated Senior Indebtedness with respect to which the Payment Default has occurred and is continuing.

        During the continuance of any default other than a Payment Default (a "Non-Payment Default") with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may be accelerated without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Issuers are not permitted to pay the Notes (except in the form of Permitted Junior Securities) for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to the Issuers) of written notice (a "Blockage Notice") of such Non-Payment Default from the Representative of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter. The Payment Blockage Period will end earlier if such Payment Blockage Period is terminated:

        (1)   by written notice to the Trustee and the Issuers from the Person or Persons who gave such Blockage Notice;

        (2)   because the default giving rise to such Blockage Notice is cured, waived or otherwise no longer continuing; or

        (3)   because such Designated Senior Indebtedness has been discharged or repaid in full in cash.

        Notwithstanding the provisions described above, unless the holders of such Designated Senior Indebtedness or the Representative of such Designated Senior Indebtedness have accelerated the maturity of such Designated Senior Indebtedness, the Issuers and related Guarantors are permitted to resume paying the Notes after the end of such Payment Blockage Period. The Notes shall not be subject to more than one Payment Blockage Period in any consecutive 360-day period irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period. However,

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in no event may the total number of days during which any Payment Blockage Period or Periods on the Notes is in effect exceed 179 days in the aggregate during any consecutive 360-day period, and there must be at least 181 days during any consecutive 360-day period during which no Payment Blockage Period is in effect. Notwithstanding the foregoing, however, no default that existed or was continuing on the date of delivery of any Blockage Notice to the Trustee will be, or be made, the basis for a subsequent Blockage Notice unless such default has been waived for a period of not less than 90 days (it being acknowledged that any subsequent action, or any breach of any financial covenants during the period after the date of delivery of a Blockage Notice, that, in either case, would give rise to a Non-Payment Default pursuant to any provisions under which a Non-Payment Default previously existed or was continuing shall constitute a new Non-Payment Default for this purpose).

        In connection with the Notes, in the event of any payment or distribution of the assets of either Issuer upon a total or partial liquidation or dissolution or reorganization of or similar proceeding relating to such Issuer or its property:

        (1)   the holders of Senior Indebtedness of such Issuer will be entitled to receive payment in full in cash of such Senior Indebtedness before the Holders of the Notes are entitled to receive any payment;

        (2)   until the Senior Indebtedness of such Issuer is paid in full in cash, any payment or distribution to which Holders of the Notes would be entitled but for the subordination provisions of the Indenture will be made to holders of such Senior Indebtedness as their interests may appear, except that Holders of Notes may receive Permitted Junior Securities; and

        (3)   if a distribution is made to Holders of the Notes that, due to the subordination provisions, should not have been made to them, such Holders of the Notes are required to hold it in trust for the holders of Senior Indebtedness of such Issuer and pay it over to them as their interests may appear.

        The subordination and payment blockage provisions described above will not prevent a Default from occurring under the Indenture upon the failure of the Issuers to pay interest or principal with respect to the Notes when due by their terms. If payment of the Notes is accelerated because of an Event of Default, the Issuers must promptly notify the holders of Designated Senior Indebtedness or the Representative of such Designated Senior Indebtedness of the acceleration. So long as there shall remain outstanding any Senior Indebtedness under the Senior Credit Facilities, a Blockage Notice may be given only by the administrative agent thereunder unless otherwise agreed to in writing by the requisite lenders named therein.

        Each Guarantor's obligations under its Guarantee are senior subordinated obligations of that Guarantor. As such, the rights of Holders to receive payment pursuant to such Guarantee will be subordinated in right of payment to the rights of holders of Senior Indebtedness of such Guarantor as described above. The terms of the subordination and payment blockage provisions described above with respect to the Issuers' obligations under the Notes apply in the same manner to the obligations of such Guarantor under its Guarantee.

        A Holder by its acceptance of Notes agrees to be bound by such provisions and authorizes and expressly directs the Trustee, on its behalf, to take such action as may be necessary or appropriate to effectuate the subordination provided for in the Indenture and appoints the Trustee its attorney-in-fact for such purpose.

        By reason of the subordination provisions contained in the Indenture, in the event of a liquidation or insolvency proceeding, creditors of the Issuers or a Guarantor who are holders of Senior Indebtedness of the Issuers or such Guarantor, as the case may be, may recover more, ratably, than the Holders of the Notes, and creditors who are not holders of Senior Indebtedness may recover less, ratably, than holders of Senior Indebtedness and may recover more, ratably, than the Holders of the Notes.

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        The terms of the subordination provisions described above will not apply to payments from money or the proceeds of Government Securities held in trust by the Trustee for the payment of principal of and interest on the Notes pursuant to the provisions described under "—Legal Defeasance and Covenant Defeasance" or "—Satisfaction and Discharge," if the foregoing subordination provisions were not violated at the time the applicable amounts were deposited in trust pursuant to such provisions.

Transfer and Exchange

        A Holder may transfer or exchange Notes in accordance with the Indenture. The registrar and the Trustee may require a Holder to furnish appropriate endorsements and transfer documents in connection with a transfer of Notes. Holders will be required to pay all taxes due on transfer. The Issuers are not required to transfer or exchange any Note selected for redemption. Also, the Issuers are not required to transfer or exchange any Note for a period of 15 days before a selection of Notes to be redeemed.

Principal, Maturity and Interest

        The Issuers issued $200,000,000 of Notes in this offering. The Notes will mature on November 15, 2014. Subject to compliance with the covenant described below under the caption "Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock," the Issuers may issue an unlimited principal amount of additional Notes from time to time after this offering under the Indenture ("Additional Notes"). The Notes offered by the Issuers and any Additional Notes subsequently issued under the Indenture will be treated as a single class for all purposes under the Indenture, including waivers, amendments, redemptions and offers to purchase. Unless the context requires otherwise, references to "Notes" for all purposes of the Indenture and this "Description of Notes" include any Additional Notes that are actually issued. The Issuers will issue Notes in denominations of $2,000 and integral multiples of $1,000, in excess thereof.

        Interest on the Notes will accrue at the rate of 11³/4% per annum and will be payable semi-annually in arrears on May 15 and November 15, commencing on May 15, 2007 to the Holders of Notes of record on the immediately preceding May 1 and November 1. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from and including the Issue Date. Interest on the Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months.

        Additional Interest may accrue on the Notes in certain circumstances pursuant to the Registration Rights Agreement. All references in the Indenture, in any context, to any interest or other amount payable on or with respect to the Notes shall be deemed to include any Additional Interest pursuant to the Registration Rights Agreement.

        Principal of, premium, if any, and interest on the Notes will be payable at the office or agency of the Issuers maintained for such purpose within the City and State of New York or, at the option of the Issuers, payment of interest may be made by check mailed to the Holders of the Notes at their respective addresses set forth in the register of Holders; provided that all payments of principal, premium, if any, and interest with respect to the Notes represented by one or more global notes registered in the name of or held by DTC or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof. Until otherwise designated by the Issuers, the Issuers' office or agency in New York will be the office of the Trustee maintained for such purpose.

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Mandatory Redemption; Offers to Purchase; Open Market Purchases

        The Issuers are not required to make any mandatory redemption or sinking fund payments with respect to the Notes. However, under certain circumstances, the Issuers may be required to make an offer to purchase Notes as described under the caption "—Repurchase at the Option of Holders." In addition, we may, at our discretion, at any time and from time to time purchase Notes in the open market or otherwise.

        As market conditions warrant, the Issuers and its major equityholders, including the Investors and their affiliates, may from time to time repurchase debt securities issued by the Issuers, in privately negotiated or open market transactions, by tender offer or otherwise.

Optional Redemption

        Except as set forth below, the Issuers will not be entitled to redeem the Notes at their option prior to November 15, 2010.

        At any time prior to November 15, 2010, the Issuers may redeem all or a part of the Notes, upon not less than 30 nor more than 60 days prior notice mailed by first-class mail to the registered address of each Holder or otherwise delivered in accordance with the procedures of DTC, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to the date of redemption (the "Redemption Date"), subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date.

        On and after November 15, 2010, the Issuers may redeem the Notes, in whole or in part, upon notice as described under the heading "—Repurchase at the Option of Holders—Selection and Notice" at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on November 15 of each of the years indicated below:

Year	Percentage
2010	105.875	%
2011	102.938	%
2012 and thereafter	100.000	%

        In addition, until November 15, 2009, the Issuers may, at their option, redeem up to 35% of the aggregate principal amount of Notes issued by them at a redemption price equal to 111.75% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of Notes of record on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds of one or more Equity Offerings; provided that at least 65% of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes that are Notes issued under the Indenture after the Issue Date (excluding Notes and Additional Notes held by the Issuers or Subsidiaries or Affiliates of the Issuers) remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 90 days of the date of closing of each such Equity Offering.

        Notice of any redemption upon any Equity Offering may be given prior to the completion thereof, and any such redemption or notice may, at the Issuers' discretion, be subject to one or more conditions precedent, including, but not limited to, the completion of the related Equity Offering.

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        The Trustee shall select the Notes to be purchased in the manner described under "Repurchase at the Option of Holders—Selection and Notice."

Repurchase at the Option of Holders

Change of Control

        The Indenture provides that if a Change of Control occurs, unless the Issuers have previously or concurrently mailed a redemption notice with respect to all the outstanding Notes as described under "—Optional Redemption," the Issuers will make an offer to purchase all of the Notes pursuant to the offer described below (the "Change of Control Offer") at a price in cash (the "Change of Control Payment") equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, subject to the right of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment date. Within 60 days following any Change of Control, the Issuers will send notice of such Change of Control Offer by first-class mail, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC with a copy to the Trustee, with the following information:

        (1)   that a Change of Control Offer is being made pursuant to the covenant entitled "Change of Control" under the Indenture and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuers;

        (2)   the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the "Change of Control Payment Date");

        (3)   that any Note not properly tendered will remain outstanding and continue to accrue interest;

        (4)   that unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;

        (5)   that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of such Notes completed, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;

        (6)   that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes; provided that the paying agent receives, not later than the close of business on the 30th day following the date of the Change of Control notice, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;

        (7)   that if the Issuers are repurchasing less than all of the Notes, the remaining Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof; and

        (8)   the other instructions, as determined by the Issuers, consistent with the covenant described hereunder, that a Holder must follow.

        The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the Indenture, the Issuers

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will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations described in the Indenture by virtue thereof.

        On the Change of Control Payment Date, the Issuers will, to the extent permitted by law,

        (1)   accept for payment all Notes issued by them or portions thereof properly tendered pursuant to the Change of Control Offer,

        (2)   deposit with the paying agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered, and

        (3)   deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer's Certificate to the Trustee stating that such Notes or portions thereof have been tendered to, and purchased by, the Issuers.

        The Senior Credit Facilities limit, and future credit agreements or other agreements relating to Senior Indebtedness to which the Issuers become a party may prohibit or limit, the Issuers from purchasing any Notes as a result of a Change of Control. In the event a Change of Control occurs at a time when the Issuers are prohibited from purchasing the Notes, the Issuers could seek the consent of their lenders to permit the purchase of the Notes or could attempt to refinance the borrowings that contain such prohibition. If the Issuers do not obtain such consent or repay such borrowings, the Issuers will remain prohibited from purchasing the Notes. In such case, the Issuers' failure to purchase tendered Notes would constitute an Event of Default under the Indenture. If, as a result thereof, a default occurs with respect to any Senior Indebtedness, the subordination provisions in the Indenture would restrict payments to the Holders of Notes under certain circumstances. The Senior Credit Facilities provide that certain change of control events with respect to the Issuers would constitute a default thereunder (including events that would constitute a Change of Control under the Indenture). If we experience a change of control that triggers a default under our Senior Credit Facilities, we could seek a waiver of such default or seek to refinance our Senior Credit Facilities. In the event we do not obtain such a waiver or refinance the Senior Credit Facilities, such default could result in amounts outstanding under our Senior Credit Facilities being declared due and payable.

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        Our ability to pay cash to the Holders of Notes following the occurrence of a Change of Control may be limited by our then-existing financial resources. Therefore, sufficient funds may not be available when necessary to make any required repurchases.

        The Change of Control purchase feature of the Notes may in certain circumstances make more difficult or discourage a sale or takeover of us and, thus, the removal of incumbent management. The Change of Control purchase feature is a result of negotiations between the Initial Purchasers and us. After the Issue Date, we have no present intention to engage in a transaction involving a Change of Control, although it is possible that we could decide to do so in the future. Subject to the limitations discussed below, we could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the Indenture, but that could increase the amount of indebtedness outstanding at such time or otherwise affect our capital structure or credit ratings. Restrictions on our ability to incur additional Indebtedness are contained in the covenants described under "—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock" and "—Certain Covenants—Liens." Such restrictions in the Indenture can be waived only with the consent of the Holders of a majority in principal amount of the Notes then outstanding. Except for the limitations contained in such covenants, however, the Indenture does not contain any covenants or provisions that may afford Holders of the Notes protection in the event of a highly leveraged transaction.

        We will not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by us and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.

        The definition of "Change of Control" includes a disposition of all or substantially all of the assets of the Company to any Person. Although there is a limited body of case law interpreting the phrase "substantially all," there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve a disposition of "all or substantially all" of the assets of the Company. As a result, it may be unclear as to whether a Change of Control has occurred and whether a Holder of Notes may require the Issuers to make an offer to repurchase the Notes as described above.

        The provisions under the Indenture relating to the Issuers' obligation to make an offer to repurchase the Notes as a result of a Change of Control may be waived or modified with the written consent of the Holders of a majority in principal amount of the Notes.

Asset Sales

        The Indenture provides that the Company will not, and will not permit any of its Restricted Subsidiaries to consummate an Asset Sale, unless:

        (1)   the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Company) of the assets sold or otherwise disposed of; and

        (2)   except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary, as the case may be, is in the form of cash or

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Cash Equivalents; provided that the following shall be deemed to be cash for purposes of this provision and for no other purpose:

        (a)   any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet or in the footnotes thereto) of the Company or such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes or liabilities to the extent owed to the Company or any Affiliate of the Company) that are assumed by the transferee of any such assets and for which the Company and all of its Restricted Subsidiaries have been validly released by all creditors in writing,

        (b)   any securities received by the Company or such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of such Asset Sale, and

        (c)   any Designated Non-cash Consideration received by the Company or such Restricted Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed 2.5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration, with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value.

        Within 450 days after the receipt of any Net Proceeds of any Asset Sale, the Company or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale,

        (1)   to permanently reduce:

        (a)   Obligations under Senior Indebtedness of the Company or any Guarantor, and to correspondingly reduce commitments with respect thereto;

        (b)   Obligations under Senior Subordinated Indebtedness of the Company or any Guarantor (and to correspondingly reduce commitments with respect thereto); provided that, to the extent the Company reduces Obligations under Senior Subordinated Indebtedness other than the Notes, the Company shall equally and ratably reduce Obligations under the Notes; provided further that all reductions of obligations under the Notes shall be made as provided under "Optional Redemption," through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof plus accrued unpaid interest) or by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders of Notes to purchase their Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of Notes that would otherwise be prepaid, or

        (c)   Indebtedness of a Restricted Subsidiary that is not a Guarantor, other than Indebtedness owed to the Company or any Affiliate of the Company,

        (2)   to make (a) an Investment in any one or more businesses; provided that such Investment in any business is in the form of the acquisition of Capital Stock and results in the Company or another of its Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (b) capital expenditures or (c) acquisitions of other assets, in each of (a), (b) and (c), used or useful in a Similar Business, or

        (3)   to make an investment in (a) any one or more businesses; provided that such Investment in any business is in the form of the acquisition of Capital Stock and results in the Company or another of its Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (b) properties or (c) acquisitions of other assets that, in each of (a), (b) and (c), replace the businesses, properties and/or assets that are the subject of such Asset Sale;

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provided that, in the case of clauses (2) and (3) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment so long as the Company, or such other Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Proceeds will be applied to satisfy such commitment within 180 days of such commitment (an "Acceptable Commitment") and, in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith, the Company or such Restricted Subsidiary enters into another Acceptable Commitment (a "Second Commitment") within 180 days of such cancellation or termination; provided further that if any Second Commitment is later cancelled or terminated for any reason before such Net Proceeds are applied, then such Net Proceeds shall constitute Excess Proceeds.

        Any Net Proceeds from the Asset Sale that are not invested or applied as provided and within the time period set forth in the first sentence of the preceding paragraph will be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $20.0 million, the Issuers shall make an offer to all Holders of the Notes and, if required by the terms of any Indebtedness that is pari passu with the Notes or any Guarantee ("Pari Passu Indebtedness"), to the holders of such Pari Passu Indebtedness (an "Asset Sale Offer"), to purchase the maximum aggregate principal amount of the Notes and such Pari Passu Indebtedness that is an integral multiple of $1,000 (but in minimum in amounts of $2,000) that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. The Issuers will commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceed $15.0 million by mailing the notice required pursuant to the terms of the Indenture, with a copy to the Trustee.

        To the extent that the aggregate amount of Notes and such Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in the Indenture. If the aggregate principal amount of Notes or the Pari Passu Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered. Additionally, the Issuers may, at their option, make an Asset Sale Offer using proceeds from any Asset Sale at any time after consummation of such Asset Sale. Upon consummation of any Asset Sale Offer, any Net Proceeds not used to purchase Notes in such Asset Sale Offer shall not be deemed Excess Proceeds and the Company may use any Net Proceeds not required to be used for general corporate purposes, subject to other covenants contained in this Indenture.

        Pending the final application of any Net Proceeds pursuant to this covenant, the holder of such Net Proceeds may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise invest such Net Proceeds in any manner not prohibited by the Indenture.

        The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the Indenture, the Issuers will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations described in the Indenture by virtue thereof.

        The Senior Credit Facilities limit, and future credit agreements or other agreements relating to Senior Indebtedness to which the Issuers become a party may prohibit or limit, the Issuers from purchasing any Notes pursuant to this Asset Sales covenant. In the event the Issuers are prohibited

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from purchasing the Notes, the Issuers could seek the consent of their lenders to the purchase of the Notes or could attempt to refinance the borrowings that contain such prohibition. If the Issuers do not obtain such consent or repay such borrowings, they will remain prohibited from purchasing the Notes. In such case, the Issuers' failure to purchase tendered Notes would constitute an Event of Default under the Indenture. If, as a result thereof, a default occurs with respect to any Senior Indebtedness, the subordination provisions in the Indenture would restrict payments to the Holders of the Notes under certain circumstances.

Selection and Notice

        If the Issuers are redeeming less than all of the Notes issued by them at any time, the Trustee will select the Notes to be redeemed (a) if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the Notes are listed or (b) on a pro rata basis to the extent practicable.

        Notices of purchase or redemption shall be mailed by first-class mail, postage prepaid, at least 30 but not more than 60 days before the purchase or redemption date to each Holder of Notes at such Holder's registered address or otherwise in accordance with the procedures of DTC, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture. If any Note is to be purchased or redeemed in part only, any notice of purchase or redemption that relates to such Note shall state the portion of the principal amount thereof that has been or is to be purchased or redeemed.

        The Issuers will issue a new Note in a principal amount equal to the unredeemed portion of the original Note in the name of the Holder upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions thereof called for redemption.

Certain Covenants

        Set forth below are summaries of certain covenants contained in the Indenture.

Limitation on Restricted Payments

        The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

        (I)   declare or pay any dividend or make any payment or distribution on account of the Company's, or any of its Restricted Subsidiaries' Equity Interests, including, without limitation, payable in connection with any merger or consolidation other than:

        (a)   dividends or distributions by the Company payable solely in Equity Interests (other than Disqualified Stock) of the Company; or

        (b)   dividends, payments or distributions by a Restricted Subsidiary so long as, in the case of any dividend, payment or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly-Owned Subsidiary, the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities;

        (II)  purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests of the Company, or any direct or indirect parent of the Company, including, without limitation, in connection with any merger or consolidation;

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        (III) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value in each case, prior to any scheduled repayment, sinking fund payment or maturity, any Subordinated Indebtedness, other than (a) Indebtedness permitted under clauses (7) and (8) of the covenant described under "—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock" or (b) the purchase, repurchase or other acquisition of Subordinated Indebtedness purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase or acquisition; or

        (IV) make any Restricted Investment

(all such payments and other actions set forth in clauses (I) through (IV) above (other than any exceptions thereof) being collectively referred to as "Restricted Payments"), unless, at the time of such Restricted Payment:

        (1)   no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof;

        (2)   immediately after giving effect to such transaction on a pro forma basis, the Company could incur $1.00 of additional Indebtedness under the provisions of the first paragraph of the covenant described under "—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock"; and

        (3)   such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries after the Issue Date (including Restricted Payments permitted by clauses (1), (2) (with respect to the payment of dividends on Refunding Capital Stock (as defined below) pursuant to clause (b) thereof only), (6)(c), (9) and (14) (to the extent not deducted in calculating Consolidated Net Income) of the next succeeding paragraph, but excluding all other Restricted Payments permitted by the next succeeding paragraph), is less than the sum of (without duplication):

        (a)   50% of the Consolidated Net Income of the Company for the period (taken as one accounting period) beginning October 1, 2006 to the end of the Company's most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment, or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit; plus

        (b)   100% of the aggregate net cash proceeds and the fair market value, as determined in good faith by the Company, of marketable securities or other property received by the Company since immediately after the Issue Date (other than net cash proceeds to the extent such net cash proceeds have been used to incur Indebtedness, Disqualified Stock or Preferred Stock pursuant to clause (12)(a) of the second paragraph of "—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock") from the issue or sale of:

        (i)    (A) Equity Interests of the Company, including Treasury Capital Stock (as defined below), but excluding cash proceeds and the fair market value, as determined in good faith by the Company, of marketable securities or other property received from the sale of:

        (x)   Equity Interests to members of management, directors or consultants of the Company, any direct or indirect parent company of the Company and the Company's Subsidiaries after the Issue Date to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of the next succeeding paragraph; and

        (y)   Designated Preferred Stock; and

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        (B)  to the extent such net cash proceeds are actually contributed to the Company as equity (other than Disqualified Stock), Equity Interests of any of the Company's direct or indirect parent companies (excluding contributions of the proceeds from the sale of Designated Preferred Stock of any such companies or contributions to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of the next succeeding paragraph); or

        (ii)   debt securities of the Company that have been converted into or exchanged for such Equity Interests of the Company;

provided, however, that this clause (b) shall not include the proceeds from (W) Refunding Capital Stock (as defined below), (X) Equity Interests or debt securities of the Company sold to a Restricted Subsidiary, as the case may be, (Y) Disqualified Stock or debt securities that have been converted into Disqualified Stock or (Z) Excluded Contributions; plus

        (c)   100% of the aggregate amount of cash and the fair market value, as determined in good faith by the Company, of marketable securities or other property contributed to the capital of the Company (other than as Disqualified Stock) following the Issue Date (other than net cash proceeds to the extent such net cash proceeds (i) have been used to incur Indebtedness, Disqualified Stock or Preferred Stock pursuant to clause (12)(a) of the second paragraph of "—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock", (ii) are contributed by a Restricted Subsidiary or (iii) constitute an Excluded Contribution); plus

        (d)   100% of the aggregate amount received in cash and the fair market value, as determined in good faith by the Company, of marketable securities or other property received by means of:

        (i)    the sale or other disposition (other than to the Company or a Restricted Subsidiary) of Restricted Investments made by the Company or its Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from the Company or its Restricted Subsidiaries and repayments of loans or advances, and releases of guarantees, which constitute Restricted Investments by the Company or its Restricted Subsidiaries, in each case after the Issue Date; or

        (ii)   the sale (other than to the Company or a Restricted Subsidiary) of the stock of an Unrestricted Subsidiary or a distribution from an Unrestricted Subsidiary (other than in each case to the extent the Investment in such Unrestricted Subsidiary was made by the Company or a Restricted Subsidiary pursuant to clause (7) of the next succeeding paragraph or to the extent such Investment constituted a Permitted Investment) or a dividend from an Unrestricted Subsidiary after the Issue Date; plus

        (e)   in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary after the Issue Date, the fair market value of the Investment in such Unrestricted Subsidiary, as determined by the Company in good faith or if, in the case of an Unrestricted Subsidiary, such fair market value may exceed $20.0 million, in writing by an Independent Financial Advisor, at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary other than an Unrestricted Subsidiary to the extent the Investment in such Unrestricted Subsidiary was made by the Company or a Restricted Subsidiary pursuant to clause (7) of the next succeeding paragraph or to the extent such Investment constituted a Permitted Investment.

        The foregoing provisions will not prohibit:

        (1)   the payment of any dividend within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of the Indenture;

        (2)   (a) the redemption, repurchase, retirement or other acquisition of any Equity Interests ("Treasury Capital Stock") or Subordinated Indebtedness of the Company or any Equity Interests of any direct or indirect parent company of the Company, in exchange for, or out of the proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary) of, Equity Interests of the

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Company or any direct or indirect parent company of the Company to the extent contributed to the Company (in each case, other than any Disqualified Stock) ("Refunding Capital Stock") and (b) if immediately prior to the retirement of Treasury Capital Stock, the declaration and payment of dividends thereon was permitted under clause (6) of this paragraph, the declaration and payment of dividends on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which were used to redeem, repurchase, retire or otherwise acquire any Equity Interests of any direct or indirect parent company of the Company) in an aggregate amount no greater than the aggregate amount per year of dividends per annum that were declarable and payable on such Treasury Capital Stock immediately prior to such retirement;

        (3)   the redemption, repurchase or other acquisition or retirement of Subordinated Indebtedness of the Issuers or a Guarantor made in exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of the Issuers or a Guarantor, as the case may be, which is incurred in compliance with "—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock" so long as:

        (a)   the principal amount (or accreted value, if applicable) of such new Indebtedness does not exceed the principal amount of (or accreted value, if applicable), plus any accrued and unpaid interest on, the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired for value, plus the amount of any reasonable premium to be paid (including reasonable premiums) and any reasonable fees and expenses incurred in connection with the issuance of such new Indebtedness;

        (b)   such new Indebtedness is subordinated to the Notes or the applicable Guarantee at least to the same extent as such Subordinated Indebtedness so purchased, exchanged, redeemed, repurchased, acquired or retired for value;

        (c)   such new Indebtedness has a final scheduled maturity date equal to or later than the final scheduled maturity date of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired; and

        (d)   such new Indebtedness has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired;

        (4)   a Restricted Payment to pay for the repurchase, redemption or other acquisition or retirement for value of Equity Interests (other than Disqualified Stock) of the Company or any of its direct or indirect parent companies held by any future, present or former employee, director or consultant of the Company, any of its Restricted Subsidiaries or any of its direct or indirect parent companies pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement, including any Equity Interests in ReAble Therapeutics rolled over by management of the Company in connection with the Transactions; provided, however, that the aggregate Restricted Payments made under this clause (4) do not exceed in any calendar year $5.0 million (which shall increase to $10.0 million subsequent to the consummation of an underwritten public Equity Offering by the Company or any direct or indirect parent corporation of the Company) (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum (without giving effect to the following proviso) of $10.0 million in any calendar year (which shall increase to $20.0 million subsequent to the consummation of an underwritten public Equity Offering by the Company or any direct or indirect parent of the Company)); provided further that such amount in any calendar year may be increased by an amount not to exceed:

        (a)   the cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of the Company and, to the extent contributed to the Company, Equity Interests of any of the Company's direct or indirect parent companies, in each case to members of management, directors or

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consultants of the Company, any of its Subsidiaries or any of its direct or indirect parent companies that occurs after the Issue Date, to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by virtue of clause (3) of the preceding paragraph; plus

        (b)   the cash proceeds of key man life insurance policies received by the Company or its Restricted Subsidiaries after the Issue Date; less

        (c)   the amount of any Restricted Payments previously made with the cash proceeds described in clauses (a) and (b) of this clause (4);

and provided further that cancellation of Indebtedness owing to the Company or any of its Restricted Subsidiaries from members of management of the Company, any of the Company's direct or indirect parent companies or any of the Company's Subsidiaries in connection with a repurchase of Equity Interests of the Company or any of its direct or indirect parent companies will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provision of the Indenture;

        (5)   the declaration and payment of dividends to holders of any class or series of Disqualified Stock of the Company or any of its Restricted Subsidiaries and of Preferred Stock of any Restricted Subsidiary issued in accordance with the covenant described under "—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock" to the extent such dividends are included in the definition of "Fixed Charges";

        (6)   (a) the declaration and payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) issued by the Company after the Issue Date;

        (b)   the declaration and payment of dividends to a direct or indirect parent company of the Company, the proceeds of which will be used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) of such parent corporation issued after the Issue Date, provided that the amount of dividends paid pursuant to this clause (b) shall not exceed the aggregate amount of cash actually contributed to the Company from the sale of such Designated Preferred Stock; or

        (c)   the declaration and payment of dividends on Refunding Capital Stock that is Preferred Stock in excess of the dividends declarable and payable thereon pursuant to clause (2) of this paragraph;

provided, however, in the case of each of (a) and (c) of this clause (6), that for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock or the declaration of such dividends on Refunding Capital Stock that is Preferred Stock, after giving effect to such issuance or declaration on a pro forma basis, the Company and its Restricted Subsidiaries on a consolidated basis would have had a Fixed Charge Coverage Ratio of at least 2.00 to 1.00;

        (7)   if the Total Leverage Ratio of the Company is less than 6.00 to 1.00 on a pro forma basis after giving effect to such Investment, Investments in Unrestricted Subsidiaries having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (7) that are at the time outstanding, without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities, not to exceed $20.0 million (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

        (8)   repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

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        (9)   the declaration and payment of dividends on the Company's common stock (or payments of dividends to any direct or indirect parent entity to fund payments of dividends on such entity's common stock), following the consummation of an underwritten public offering of the Company's common stock or the common stock of any of its direct or indirect parent companies after the Issue Date, of up to 6% per annum of the net cash proceeds received by or contributed to the Company in or from any such public offering, other than public offerings with respect to common stock registered on Form S-8 and other than any public sale constituting an Excluded Contribution;

        (10) Restricted Payments that are made with Excluded Contributions;

        (11) if the Total Leverage Ratio of the Company is less than 6.00 to 1.00 on a pro forma basis after giving effect to such Restricted Payment, other Restricted Payments in an aggregate amount taken together with all other Restricted Payments made pursuant to this clause (11) not to exceed $10.0 million;

        (12) distributions or payments of Receivables Fees;

        (13) any Restricted Payment made as part of the Transaction, and the fees and expenses related thereto, or used to fund amounts owed to Affiliates (including dividends to any direct or indirect parent of the Company to permit payment by such parent of such amounts), in each case to the extent permitted by (or, in the case of a dividend to fund such payment, to the extent such payment, if made by the Company, would be permitted by) the covenant described under "—Transactions with Affiliates";

        (14) the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness in accordance with the provisions similar to those described under the captions "Repurchase at the Option of Holders—Change of Control" and "Repurchase at the Option of Holders—Asset Sales"; provided that all Notes tendered by Holders in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed or acquired for value;

        (15) the declaration and payment of dividends by the Company to, or the making of loans to, any direct or indirect parent in amounts required for any direct or indirect parent companies to pay, in each case without duplication:

        (a)   franchise taxes and other fees, taxes and expenses required to maintain their corporate existence;

        (b)   federal, state and local income taxes, to the extent such income taxes are attributable to the income of the Company and its Restricted Subsidiaries and, to the extent of the amount actually received from its Unrestricted Subsidiaries, in amounts required to pay such taxes to the extent attributable to the income of such Unrestricted Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Company and its Restricted Subsidiaries would be required to pay in respect of federal, state and local taxes for such fiscal year were the Company, its Restricted Subsidiaries and its Unrestricted Subsidiaries (to the extent described above) to pay such taxes separately from any such parent entity;

        (c)   customary salary, bonus and other benefits payable to officers and employees of any direct or indirect parent company of the Company to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the Company and its Restricted Subsidiaries;

        (d)   general corporate operating and overhead costs and expenses of any direct or indirect parent company of the Company to the extent such costs and expenses are attributable to the ownership or operation of the Company and its Restricted Subsidiaries; and

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        (e)   fees and expenses other than to Affiliates of the Company related to any unsuccessful equity or debt offering of such parent entity; and

        (16) the distribution, dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to the Company or a Restricted Subsidiary by Unrestricted Subsidiaries (other than Unrestricted Subsidiaries, the primary assets of which are cash and/or Cash Equivalents or were contributed to such Unrestricted Subsidiary in anticipation of such distribution, dividend or other payment);

provided, however, that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (7), (11) and (16), no Default shall have occurred and be continuing or would occur as a consequence thereof.

        As of the Issue Date, all of the Company's Subsidiaries were Restricted Subsidiaries. The Company will not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the last sentence of the definition of "Unrestricted Subsidiary." For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Company and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be Restricted Payments in an amount determined as set forth in the last sentence of the definition of "Investment." Such designation will be permitted only if a Restricted Payment in such amount would be permitted at such time, whether pursuant to the first paragraph of this covenant or under clause (7), (10) or (11) of the second paragraph of this covenant, or pursuant to the definition of "Permitted Investments," and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Unrestricted Subsidiaries will not be subject to any of the restrictive covenants set forth in the Indenture.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock

        The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, "incur" and collectively, an "incurrence") with respect to any Indebtedness (including Acquired Indebtedness) and the Company will not issue any shares of Disqualified Stock and will not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that the Company may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any of its Restricted Subsidiaries may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, if the Fixed Charge Coverage Ratio on a consolidated basis for the Company and its Restricted Subsidiaries' most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period.

        The foregoing limitations will not apply to:

        (1)   the incurrence of Indebtedness under Credit Facilities by the Company or any of its Restricted Subsidiaries and the issuance and creation of letters of credit and bankers' acceptances thereunder (with letters of credit and bankers' acceptances being deemed to have a principal amount equal to the face amount thereof), up to an aggregate principal amount outstanding at any one time of $400.0 million, plus the lesser of (a) $50 million and (b) an amount equal to the Secured Indebtedness Amount on the date on which such Indebtedness is to be incurred less the amount of Secured Indebtedness of the Company and its Restricted Subsidiaries on a consolidated basis outstanding on the date of such incurrence;

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        (2)   the incurrence by the Company and any Guarantor of Indebtedness represented by the Notes (including any Guarantee) (other than any Additional Notes) and any notes (including Guarantees thereof) issued in exchange for the Notes pursuant to the Registration Rights Agreement or similar agreement;

        (3)   Indebtedness of the Company and its Restricted Subsidiaries in existence on the Issue Date (other than Indebtedness described in clauses (1) and (2));

        (4)   Indebtedness (including Capitalized Lease Obligations), Disqualified Stock and Preferred Stock incurred by the Company or any of its Restricted Subsidiaries, to finance the purchase, lease or improvement of property (real or personal) or equipment (other than software) that is used or useful in a Similar Business, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets, in an aggregate principal amount at the date of such incurrence (including all Refinancing Indebtedness Incurred to refinance any other Indebtedness incurred pursuant to this clause (4)) not to exceed $20.0 million; provided, however, that such Indebtedness exists at the date of such purchase or transaction or is created within 270 days thereafter (it being understood that any Indebtedness, Disqualified Stock or Preferred Stock incurred pursuant to this clause (4) shall cease to be deemed incurred or outstanding for purposes of this clause (4) but shall be deemed incurred for the purposes of the first paragraph of this covenant from and after the first date on which the Company or such Restricted Subsidiary could have incurred such Indebtedness, Disqualified Stock or Preferred Stock under the first paragraph of this covenant without reliance on this clause (4));

        (5)   Indebtedness incurred by the Company or any of its Restricted Subsidiaries constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including letters of credit in respect of workers' compensation claims, or other Indebtedness with respect to reimbursement type obligations regarding workers' compensation claims; provided, however, that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence;

        (6)   Indebtedness arising from agreements of the Company or its Restricted Subsidiaries providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided, however, that

        (a)   such Indebtedness is not reflected on the balance sheet of the Company, or any of its Restricted Subsidiaries (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this subclause (a)); and

        (b)   the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds including non-cash proceeds (the fair market value of such non-cash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by the Company and its Restricted Subsidiaries in connection with such disposition;

        (7)   Indebtedness of the Company to a Restricted Subsidiary; provided that any such Indebtedness owing to a Restricted Subsidiary that is not the Co-Issuer or a Guarantor is expressly subordinated in right of payment to the Notes; provided further that any subsequent issuance or transfer of any Capital Stock or any other event which results in any Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Company or another Restricted Subsidiary) shall be deemed, in each case, to be an incurrence of such Indebtedness not permitted by this clause;

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        (8)   Indebtedness of a Restricted Subsidiary to the Company or another Restricted Subsidiary; provided that if a Guarantor incurs such Indebtedness to a Restricted Subsidiary that is not the Co-Issuer or a Guarantor, such Indebtedness is expressly subordinated in right of payment to the Guarantee of the Notes of such Guarantor; provided further that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Indebtedness being held by a person other than the Company or a Restricted Subsidiary or any subsequent transfer of any such Indebtedness (except to the Company or another Restricted Subsidiary) shall be deemed, in each case, to be an incurrence of such Indebtedness not permitted by this clause;

        (9)   shares of Preferred Stock of a Restricted Subsidiary issued to the Company or another Restricted Subsidiary, provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to the Company or another Restricted Subsidiary) shall be deemed in each case to be an issuance of such shares of Preferred Stock not permitted by this clause;

        (10) Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes) for the purpose of limiting interest rate risk with respect to any Indebtedness of the Company or any Restricted Subsidiary permitted to be incurred pursuant to "—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock," exchange rate risk or commodity pricing risk;

        (11) obligations in respect of performance, bid, appeal and surety bonds and completion guarantees provided by the Company or any of its Restricted Subsidiaries in the ordinary course of business;

        (12) (a) Indebtedness or Disqualified Stock of the Company and Indebtedness, Disqualified Stock or Preferred Stock of the Company or any Restricted Subsidiary equal to 100.0% of the net cash proceeds received by the Company since immediately after the Issue Date from the issue or sale of Equity Interests of the Company or cash contributed to the capital of the Company (in each case, other than proceeds of Disqualified Stock or sales of Equity Interests to the Company or any of its Subsidiaries) as determined in accordance with clauses (3)(b) and (3)(c) of the first paragraph of "—Limitation on Restricted Payments" to the extent such net cash proceeds or cash have not been applied pursuant to such clauses to make Restricted Payments or to make other Investments, payments or exchanges pursuant to the second paragraph of "—Limitation on Restricted Payments" or to make Permitted Investments (other than Permitted Investments specified in clauses (1), (2) and (3) of the definition thereof)) and (b) Indebtedness or Disqualified Stock of the Company and Indebtedness, Disqualified Stock or Preferred Stock of the Company or any Restricted Subsidiary not otherwise permitted hereunder in an aggregate principal amount or liquidation preference, which when aggregated with the principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and incurred pursuant to this clause (12)(b), does not at any one time outstanding exceed $20.0 million (it being understood that any Indebtedness, Disqualified Stock or Preferred Stock incurred pursuant to this clause (12)(b) shall cease to be deemed incurred or outstanding for purposes of this clause (12)(b) but shall be deemed incurred for the purposes of the first paragraph of this covenant from and after the first date on which the Company or such Restricted Subsidiary could have incurred such Indebtedness, Disqualified Stock or Preferred Stock under the first paragraph of this covenant without reliance on this clause (12)(b));

        (13) the incurrence or issuance by the Company or any Restricted Subsidiary of Indebtedness, Disqualified Stock or Preferred Stock which serves to refund or refinance any Indebtedness, Disqualified Stock or Preferred Stock of the Company or any Restricted Subsidiary incurred as permitted under the first paragraph of this covenant and clauses (2), (3), (4) and (12)(a) above, this clause (13) and clause (14) below or any Indebtedness, Disqualified Stock or Preferred Stock issued to so refund or refinance such Indebtedness, Disqualified Stock or Preferred Stock including additional

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Indebtedness, Disqualified Stock or Preferred Stock incurred to pay premiums (including reasonable tender premiums), defeasance costs and fees in connection therewith (the "Refinancing Indebtedness") prior to its respective maturity; provided, however, that such Refinancing Indebtedness:

        (a)   has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being refunded or refinanced,

        (b)   to the extent such Refinancing Indebtedness refinances (i) Indebtedness subordinated or pari passu to the Notes or any Guarantee thereof, such Refinancing Indebtedness is subordinated or pari passu to the Notes or the Guarantee at least to the same extent as the Indebtedness being refinanced or refunded or (ii) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness must be Disqualified Stock or Preferred Stock, respectively, and

        (c)   shall not include Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of the Company that is not a Co-Issuer or a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of the Company, the Co-Issuer or a Guarantor;

provided further that subclause (a) of this clause (13) will not apply to any refunding or refinancing of any Indebtedness outstanding under any Senior Indebtedness;

        (14) Indebtedness, Disqualified Stock or Preferred Stock of (x) the Company or a Restricted Subsidiary incurred to finance an acquisition or (y) Persons that are acquired by the Company or any Restricted Subsidiary or merged into the Company or a Restricted Subsidiary in accordance with the terms of the Indenture; provided that after giving effect to such acquisition or merger, either (a) the Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first sentence of this covenant or (b) the Fixed Charge Coverage Ratio of the Company and the Restricted Subsidiaries is greater than immediately prior to such acquisition or merger;

        (15) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within two Business Days of its incurrence;

        (16) Indebtedness of the Company or any of its Restricted Subsidiaries supported by a letter of credit issued pursuant to the Credit Facilities, in a principal amount not in excess of the stated amount of such letter of credit;

        (17) (a) any guarantee by the Company or a Restricted Subsidiary of Indebtedness or other obligations of any Restricted Subsidiary so long as the incurrence of such Indebtedness incurred by such Restricted Subsidiary is permitted under the terms of the Indenture,

        (b)   any guarantee by a Restricted Subsidiary of Indebtedness of the Company provided that such guarantee is incurred in accordance with the covenant described below under "—Limitation on Guarantees of Indebtedness by Restricted Subsidiaries," or

        (c)   any incurrence by ReAble Therapeutics Finance Corporation of Indebtedness as a co-issuer of Indebtedness of the Company that was permitted to be incurred by another provision of this covenant;

        (18) Indebtedness of Foreign Subsidiaries of the Company in an amount not to exceed, at any one time outstanding and together with any other Indebtedness incurred under this clause (18), 10.0% of the Total Tangible Assets of the Foreign Subsidiaries (it being understood that any Indebtedness incurred pursuant to this clause (18) shall cease to be deemed incurred or outstanding for purposes of this clause (18) but shall be deemed incurred for the purposes of the first paragraph of this covenant

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from and after the first date on which the Company or its Restricted Subsidiaries could have incurred such Indebtedness under the first paragraph of this covenant without reliance on this clause (18));

        (19) Indebtedness of the Company or any of its Restricted Subsidiaries consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements in each case, incurred in the ordinary course of business; and

        (20) Indebtedness consisting of Indebtedness issued by the Company or any of its Restricted Subsidiaries to current or former officers, directors and employees thereof, their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Equity Interests of the Company or any direct or indirect parent company of the Company to the extent described in clause (4) of the second paragraph under the caption "—Limitation on Restricted Payments."

        For purposes of determining compliance with this covenant:

        (1)   in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) meets the criteria of more than one of the categories of permitted Indebtedness, Disqualified Stock or Preferred Stock described in clauses (1) through (20) above or is entitled to be incurred pursuant to the first paragraph of this covenant, the Company, in its sole discretion, will classify or reclassify such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) and will only be required to include the amount and type of such Indebtedness, Disqualified Stock or Preferred Stock in one of the above clauses; and

        (2)   at the time of incurrence, the Company will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in the first and second paragraphs above; provided that all Indebtedness outstanding under the Credit Facilities on the Issue Date will be treated as incurred on the Issue Date under clause (1) of the preceding paragraph.

        Accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness, Disqualified Stock or Preferred Stock will not be deemed to be an incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this covenant.

        For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced.

        The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing.

Liens

        The Company will not, and will not permit the Co-Issuer or any Guarantor to, directly or indirectly, create, incur, assume or otherwise cause or suffer to exist any Lien (except Permitted Liens) that secures obligations under any Indebtedness ranking pari passu with, or subordinated to, the Notes

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or any related Guarantee, on any asset or property of the Company, the Co-Issuer or any Guarantor, or any income or profits therefrom, or assign or convey any right to receive income therefrom, unless:

        (1)   in the case of Liens securing Subordinated Indebtedness, the Notes and related Guarantees are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; or

        (2)   in all other cases, the Notes or the Guarantees are equally and ratably secured, except that the foregoing shall not apply to Liens securing the Notes and the related Guarantees.

Merger, Consolidation or Sale of All or Substantially All Assets

        Company.    The Company may not, directly or indirectly, consolidate or merge with or into or wind up into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the Company's properties or assets, in one or more related transactions, to any Person unless:

        (1)   the Company is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership (including a limited partnership), trust or limited liability company organized or existing under the laws of the jurisdiction of organization of the Company or the laws of the United States, any state thereof, the District of Columbia or any territory thereof (such Person, as the case may be, being herein called the "Successor Company");

        (2)   the Successor Company, if other than the Company, expressly assumes all the obligations of the Company under the Notes, pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee, and the Registration Rights Agreement if the exchange offer contemplated therein has not been consummated or if the Issuers continue to have an obligation to file or maintain the effectiveness of a shelf registration statement as provided under such agreement;

        (3)   immediately after such transaction, no Default or Event of Default exists;

        (4)   immediately after giving pro forma effect to such transaction and any related financing transactions, as if such transactions had occurred at the beginning of the applicable four-quarter period,

        (a)   the Successor Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first sentence of the covenant described under "—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock," or

        (b)   the Fixed Charge Coverage Ratio for the Successor Company, the Company and its Restricted Subsidiaries would be greater than such Ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction;

        (5)   each Guarantor, unless it is the other party to the transactions described above, in which case subclause (b) of the second succeeding paragraph shall apply, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person's obligations under the Indenture, the Notes and the Registration Rights Agreement if the exchange offer contemplated therein has not been consummated or if the Issuers continue to have an obligation to file or maintain the effectiveness of a shelf registration statement as provided under such agreement;

        (6)   the Co-Issuer, unless it is the party to the transactions described above, in which case clause (3) of the third succeeding paragraph shall apply, shall have by supplemental indenture confirm that it continues to be a co-obligor of the Notes; and

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        (7)   the Company shall have delivered to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with the Indenture.

        The Successor Company will succeed to, and be substituted for the Company, as the case may be, under the Indenture, the Guarantees and the Notes, as applicable. Notwithstanding the foregoing clauses (3) and (4),

        (1)   any Restricted Subsidiary may consolidate with or merge into or transfer all or part of its properties and assets to the Company, and

        (2)   the Company may merge with an Affiliate of the Company, as the case may be, solely for the purpose of reincorporating the Company in the United States, any state thereof, the District of Columbia or any territory thereof so long as the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby.

        Guarantors.    Subject to certain limitations described in the Indenture governing release of a Guarantee upon the sale, disposition or transfer of a guarantor, no Guarantor will, and the Company will not permit any Guarantor to, consolidate or merge with or into or wind up into (whether or not the Company or Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:

        (1)   (a) such Guarantor is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership, trust or limited liability company organized or existing under the laws of the jurisdiction of organization of such Guarantor, as the case may be, or the laws of the United States, any state thereof, the District of Columbia or any territory thereof (such Guarantor or such Person, as the case may be, being herein called the "Successor Person");

        (b)   the Successor Person, if other than such Guarantor, expressly assumes all the obligations of such Guarantor under the Indenture and such Guarantor's related Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

        (c)   immediately after such transaction, no Default or Event of Default exists; and

        (d)   the Company shall have delivered to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with the Indenture; or

        (2)   the transaction is made in compliance with the covenant described under "Repurchase at the Option of Holders—Asset Sales."

        Subject to certain limitations described in the Indenture, the Successor Person will succeed to, and be substituted for, such Guarantor under the Indenture and such Guarantor's Guarantee. Notwithstanding the foregoing, any Guarantor may merge into or transfer all or part of its properties and assets to another Guarantor or the Company or merge with an Affiliate of the Company solely for the purpose of reincorporating the Guarantor in the United States, any state thereof, the District of Columbia or any territory thereof without regard to the requirements set forth in the preceding paragraph.

        ReAble Therapeutics Finance Corporation.    ReAble Therapeutics Finance Corporation may not, directly or indirectly, consolidate or merge with or into or wind up into (whether or not ReAble Therapeutics Finance Corporation is the surviving corporation), or sell, assign, transfer, lease, convey or

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otherwise dispose of all or substantially all of ReAble Therapeutics Finance Corporation's properties or assets, in one or more related transactions, to any Person unless:

        (1)   (a) concurrently therewith, a corporate Wholly-Owned Restricted Subsidiary of the Company organized and validly existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof (which may be the continuing Person as a result of such transaction) expressly assumes all the obligations of ReAble Therapeutics Finance Corporation under the Notes, pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee, and the Registration Rights Agreement if the exchange offer contemplated therein has not been consummated or if the Issuers continue to have an obligation to file or maintain the effectiveness of a shelf registration statement as provided under such agreement; or

        (b)   after giving effect thereto, at least one obligor on the notes shall be a corporation organized and validly existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof;

        (2)   immediately after such transaction, no Default or Event of Default will have occurred and be continuing; and

        (3)   ReAble Therapeutics Finance Corporation shall have delivered to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture, if any, comply with the Indenture.

Transactions with Affiliates

        The Company will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend, any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Company (each of the foregoing, an "Affiliate Transaction") involving aggregate payments or consideration in excess of $5.0 million, unless:

        (1)   such Affiliate Transaction is on terms that are not materially less favorable to the Company or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person on an arm's-length basis; and

        (2)   the Company delivers to the Trustee, with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $10.0 million, a resolution adopted by the majority of the board of directors of the Company approving such Affiliate Transaction and set forth in an Officer's Certificate certifying that such Affiliate Transaction complies with clause (1) above.

        The foregoing provisions will not apply to the following:

        (1)   transactions between or among the Company or any of its Restricted Subsidiaries;

        (2)   Restricted Payments permitted by the provisions of the Indenture described above under the covenant "—Limitation on Restricted Payments" and the definition of "Permitted Investments";

        (3)   the accrual or payment of management, consulting, monitoring and advisory fees and related expenses to the Investors pursuant to the Sponsor Management Agreement in an aggregate amount in any fiscal year not to exceed $3.0 million (plus any unpaid management, consulting, monitoring and advisory fees and related expenses within such amount accrued in any prior year) and the termination fees pursuant to the Sponsor Management Agreement not to exceed the amount set forth in the Sponsor Management Agreement as in effect on the Issue Date or any amendment thereto (so long as

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any such amendment is not disadvantageous to the Holders when taken as a whole as compared to the Sponsor Management Agreement in effect on the Issue Date);

        (4)   the payment of reasonable and customary fees paid to, and indemnities provided on behalf of, officers, directors, employees or consultants of Company, any of its direct or indirect parent companies or any of its Restricted Subsidiaries;

        (5)   transactions in which the Company or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable to the Company or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person on an arm's-length basis;

        (6)   any agreement as in effect as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date);

        (7)   the existence of, or the performance by the Company or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Company or any of its Restricted Subsidiaries of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this clause (7) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders when taken as a whole;

        (8)   the Transaction and the payment of all fees and expenses related to the Transaction, in each case as disclosed in this prospectus;

        (9)   transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture which are fair to the Company and its Restricted Subsidiaries, in the reasonable determination of the board of directors of the Company or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party;

        (10) the issuance of Equity Interests (other than Disqualified Stock) of the Company to any Permitted Holder or to any director, officer, employee or consultant;

        (11) sales of accounts receivable, or participations therein, in connection with any Receivables Facility;

        (12) payments by the Company or any of its Restricted Subsidiaries to any of the Investors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which payments are approved by a majority of the board of directors of the Company in good faith;

        (13) payments or loans (or cancellation of loans) to employees or consultants of the Company, any of its direct or indirect parent companies or any of its Restricted Subsidiaries and employment agreements, stock option plans and other similar arrangements with such employees or consultants which, in each case, are approved by the Company in good faith; and

        (14) investments by the Investors in securities of the Company or any of its Restricted Subsidiaries so long as (i) the investment is being offered generally to other investors on the same or more

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favorable terms and (ii) the investment constitutes less than 5% of the proposed or outstanding issue amount of such class of securities.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

        The Company will not, and will not permit any of its Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Guarantor to:

        (1)   (a) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or

        (b)   pay any liabilities owed to the Company or any of its Restricted Subsidiaries;

        (2)   make loans or advances to the Company or any of its Restricted Subsidiaries; or

        (3)   sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries,

except (in each case) for such encumbrances or restrictions existing under or by reason of:

        (a)   contractual encumbrances or restrictions in effect on the Issue Date, including pursuant to the Senior Credit Facilities and the related documentation;

        (b)   the Indenture and the Notes;

        (c)   purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature discussed in clause (3) above on the property so acquired;

        (d)   applicable law or any applicable rule, regulation or order;

        (e)   any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiaries in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired;

        (f)    contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of the Company pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary;

        (g)   Secured Indebtedness otherwise permitted to be incurred pursuant to the covenants described under "—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock" and "—Liens" that limit the right of the debtor to dispose of the assets securing such Indebtedness;

        (h)   restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

        (i)    other Indebtedness, Disqualified Stock or Preferred Stock of Foreign Subsidiaries permitted to be incurred subsequent to the Issue Date pursuant to the provisions of the covenant described under "—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock";

        (j)    customary provisions in joint venture agreements and other similar agreements relating solely to such joint venture;

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        (k)   customary provisions contained in leases or licenses of intellectual property and other agreements, in each case, entered into in the ordinary course of business;

        (l)    any encumbrances or restrictions of the type referred to in clauses (1), (2) and (3) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (a) through (k) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, no more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; and

        (m)  restrictions created in connection with any Receivables Facility that, in the good faith determination of the Company are necessary or advisable to effect the transactions contemplated under such Receivables Facility.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries

        The Company will not permit any of its Wholly-Owned Subsidiaries that are Restricted Subsidiaries (and non-Wholly Owned Subsidiaries if such non-Wholly Owned Subsidiaries guarantee other capital markets debt securities), other than a Guarantor, the Co-Issuer or a Foreign Subsidiary guaranteeing Indebtedness of another Foreign Subsidiary, to guarantee the payment of any Indebtedness of the Company, any Co-Issuer or any other Guarantor unless:

        (1)   such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to the Indenture providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Company, the Co-Issuer or any Guarantor:

        (a)   if the Notes or such Guarantor's Guarantee are subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary's guarantee with respect to such Indebtedness substantially to the same extent as the Notes are subordinated to such Indebtedness; and

        (b)   if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor's Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes; and

        (c)   such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee;

provided that this covenant shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary.

Limitation on Layering

        The Indenture provides that the Company will not, and will not permit the Co-Issuer or any Guarantor to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) that is subordinate in right of payment to any Senior Indebtedness of the Company, the Co-Issuer or such Guarantor, as the case may be, unless such Indebtedness is either:

        (1)   equal in right of payment with the Notes or such Guarantor's Guarantee of the Notes, as the case may be; or

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        (2)   expressly subordinated in right of payment to the Notes or such Guarantor's Guarantee of the Notes, as the case may be.

        The Indenture does not treat (1) unsecured Indebtedness as subordinated or junior to Secured Indebtedness merely because it is unsecured or (2) Senior Indebtedness as subordinated or junior to any other Senior Indebtedness merely because it has a junior priority with respect to the same collateral.

Reports and Other Information

        Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Indenture requires the Company to file with the SEC (and make available to the Trustee and Holders of the Notes (without exhibits), without cost to any Holder, within 15 days after it files them with the SEC) from and after the Issue Date,

        (1)   within 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;

        (2)   within 45 days after the end of each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form;

        (3)   promptly from time to time after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; and

        (4)   any other information, documents and other reports which the Company would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act;

in each case, in a manner that complies in all material respects with the requirements specified in such form; provided that the Company shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Company will make available such information to prospective purchasers of Notes, in addition to providing such information to the Trustee and the Holders of the Notes, in each case within 15 days after the time the Company would be required to file such information with the SEC, if it were subject to Section 13 or 15(d) of the Exchange Act. In addition, to the extent not satisfied by the foregoing, the Company will agree that, for so long as any Notes are outstanding, it will furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

        In the event that any direct or indirect parent company of the Company becomes a guarantor of the Notes, the Indenture permits the Company to satisfy its obligations in this covenant with respect to financial information relating to the Company by furnishing financial information relating to such parent company; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Company and its Restricted Subsidiaries on a standalone basis, on the other hand.

        Notwithstanding the foregoing, such requirements shall be deemed satisfied prior to the commencement of the exchange offer or the effectiveness of the shelf registration statement (1) by the filing with the SEC of the exchange offer registration statement or shelf registration statement (or any other registration statement), and any amendments thereto, with such financial information that

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satisfies Regulation S-X of the Securities Act or (2) by posting reports that would be required to be filed substantially in the form required by the SEC on the Company's website (or on the website of any of its parent companies) or providing such reports to the Trustee, with financial information that satisfied Regulation S-X of the Securities Act, subject to exceptions consistent with the presentation of financial information in this prospectus, to the extent filed within the times specified above.

Limitation on Business Activities of ReAble Therapeutics Finance Corporation

        ReAble Therapeutics Finance Corporation may not hold any assets, become liable for any obligations or engage in any business activities; provided that it may be a co-obligor with respect to the Notes or any other Indebtedness issued by the Company, and may engage in any activities directly related thereto or necessary in connection therewith. ReAble Therapeutics Finance Corporation shall be a Wholly-Owned Subsidiary of the Company at all times.

Events of Default and Remedies

        The Indenture provides that each of the following is an Event of Default:

        (1)   default in payment when due and payable (whether at maturity, upon redemption, acceleration or otherwise), of principal of, or premium, if any, on the Notes (whether or not prohibited by the subordination provisions of the Indenture);

        (2)   default for 30 days or more in the payment when due of interest or Additional Interest on or with respect to the Notes (whether or not prohibited by the subordination provisions of the Indenture);

        (3)   failure by the Company, the Co-Issuer or any Guarantor for 60 days after receipt of written notice given by the Trustee or the Holders of not less than 25% in principal amount of the Notes to comply with any of its obligations, covenants or agreements (other than a default referred to in clauses (1) and (2) above contained in the Indenture or the Notes);

        (4)   default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries, other than Indebtedness owed to the Company or a Restricted Subsidiary, whether such Indebtedness or guarantee now exists or is created after the issuance of the Notes, if both:

        (a)   such default either results from the failure to pay any principal of such Indebtedness at its stated final maturity (after giving effect to any applicable grace periods) or relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its stated maturity; and

        (b)   the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate $25.0 million or more at any one time outstanding;

        (5)   failure by the Company or any Significant Subsidiary (including the Co-Issuer) to pay final judgments aggregating in excess of $25.0 million, which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment becomes final, and in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed;

        (6)   certain events of bankruptcy or insolvency with respect to the Company or any Significant Subsidiary; or

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        (7)   the Guarantee of any Significant Subsidiary shall for any reason cease to be in full force and effect or be declared null and void or any responsible officer of any Guarantor that is a Significant Subsidiary, as the case may be, denies that it has any further liability under its Guarantee or gives notice to such effect, other than by reason of the termination of the Indenture or the release of any such Guarantee in accordance with the Indenture.

        If any Event of Default (other than of a type specified in clause (6) above) occurs and is continuing under the Indenture, the Trustee or the Holders of at least 25% in principal amount of the then total outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately; provided, however, that so long as any Indebtedness permitted to be incurred under the Indenture as part of the Senior Credit Facilities shall be outstanding, no such acceleration shall be effective until the earlier of:

        (1)   acceleration of any such Indebtedness under the Senior Credit Facilities; or

        (2)   five Business Days after the giving of written notice of such acceleration to the Company and the administrative agent under the Senior Credit Facilities.

        Upon the effectiveness of such declaration, such principal and interest will be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising under clause (6) of the first paragraph of this section, all outstanding Notes will become due and payable without further action or notice. The Indenture provides that the Trustee may withhold from the Holders notice of any continuing Default, except a Default relating to the payment of principal, premium, if any, or interest, if it determines that withholding notice is in their interest. In addition, the Trustee shall have no obligation to accelerate the Notes if in the best judgment of the Trustee acceleration is not in the best interest of the Holders of the Notes.

        The Indenture provides that the Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture except a continuing Default in the payment of interest on, premium, if any, or the principal of any Note held by a non-consenting Holder. In the event of any Event of Default specified in clause (4) above, such Event of Default and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the Notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose:

        (1)   the Indebtedness or guarantee that is the basis for such Event of Default has been discharged;

        (2)   holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default; or

        (3)   the default that is the basis for such Event of Default has been cured.

        Subject to the provisions of the Indenture relating to the duties of the Trustee thereunder, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders of the Notes unless the Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder of a Note may pursue any remedy with respect to the Indenture or the Notes unless:

        (1)   such Holder has previously given the Trustee notice that an Event of Default is continuing;

        (2)   Holders of at least 25% in principal amount of the total outstanding Notes have requested the Trustee to pursue the remedy;

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        (3)   Holders of the Notes have offered the Trustee reasonable security or indemnity against any loss, liability or expense;

        (4)   the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and

        (5)   Holders of a majority in principal amount of the total outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period.

        Subject to certain restrictions, under the Indenture, the Holders of a majority in principal amount of the total outstanding Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder of a Note or that would involve the Trustee in personal liability.

        The Indenture provides that the Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, within 30 days, upon becoming aware of any Default, to deliver to the Trustee a statement specifying such Default.

No Personal Liability of Directors, Officers, Employees and Stockholders

        No director, officer, employee, incorporator or stockholder of the Issuers or any Guarantor or any of their parent companies shall have any liability for any obligations of the Issuers or the Guarantors under the Notes, the Guarantees or the Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting the Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such waiver is against public policy.

Legal Defeasance and Covenant Defeasance

        The obligations of the Issuers and the Guarantors under the Indenture will terminate (other than certain obligations) and will be released upon payment in full of all of the Notes. The Issuers may, at their option and at any time, elect to have all of their obligations discharged with respect to the Notes and have each Guarantor's obligation discharged with respect to its Guarantee ("Legal Defeasance") and cure all then existing Events of Default except for:

        (1)   the rights of Holders of Notes to receive payments in respect of the principal of, premium, if any, and interest on the Notes when such payments are due solely out of the trust created pursuant to the Indenture;

        (2)   the Issuers' obligations with respect to Notes concerning issuing temporary Notes, registration of such Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;

        (3)   the rights, powers, trusts, duties and immunities of the Trustee, and the Issuers' obligations in connection therewith; and

        (4)   the Legal Defeasance provisions of the Indenture.

        In addition, the Issuers may, at their option and at any time, elect to have their obligations and those of each Guarantor released with respect to substantially all the restrictive covenants that are described in the Indenture ("Covenant Defeasance") and thereafter any omission to comply with such obligations shall not constitute a Default with respect to the Notes. In the event Covenant Defeasance occurs, certain events (not including bankruptcy, receivership, rehabilitation and insolvency events

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pertaining to the Issuers) described under "Events of Default and Remedies" will no longer constitute an Event of Default with respect to the Notes.

        In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Notes:

        (1)   the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest due on the Notes on the stated maturity date or on the redemption date, as the case may be, of such principal, premium, if any, or interest on such Notes and the Company must specify whether such Notes are being defeased to maturity or to a particular redemption date;

        (2)   in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions,

        (a)   the Issuers have received from, or there has been published by, the United States Internal Revenue Service a ruling, or

        (b)   since the issuance of the Notes, there has been a change in the applicable U.S. federal income tax law,

in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

        (3)   in the case of Covenant Defeasance, the Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

        (4)   no Default (other than that resulting from borrowing funds to be applied to make the deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit;

        (5)   such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Senior Credit Facilities or any other material agreement or instrument (other than the Indenture) to which, the Issuers or any Guarantor is a party or by which the Issuers or any Guarantor is bound (other than that resulting from any borrowing of funds to be applied to make the deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to other Indebtedness, and the granting of Liens in connection therewith);

        (6)   the Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect that, as of the date of such opinion and subject to customary assumptions and exclusions following the deposit, the trust funds will not be subject to the effect of Section 547 of Title 11 of the United States Code;

        (7)   the Issuers shall have delivered to the Trustee an Officer's Certificate stating that the deposit was not made by the Issuers with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers or any Guarantor or others; and

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        (8)   the Issuers shall have delivered to the Trustee an Officer's Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.

Satisfaction and Discharge

        The Indenture will be discharged and will cease to be of further effect as to all Notes, when:

        (1)   either

        (a)   all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or

        (b)   all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise, will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuers and the Issuers or any Guarantor have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption;

        (2)   no Default (other than that resulting from borrowing funds to be applied to make such deposit or any similar or simultaneous deposit relating to other Indebtedness) with respect to the Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under the Senior Credit Facilities or any other material agreement or instrument (other than the Indenture) to which the Issuers or any Guarantor is a party or by which the Issuers or any Guarantor is bound (other than resulting from any borrowing of funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness);

        (3)   the Issuers have paid or caused to be paid all sums payable by it under the Indenture; and

        (4)   the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be.

        In addition, the Issuers must deliver an Officer's Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Amendment, Supplement and Waiver

        Except as provided in the next two succeeding paragraphs, the Indenture, any Guarantee and the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes, and any existing Default or compliance with any provision of the Indenture or the Notes issued thereunder may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes, other than Notes beneficially owned by the Issuers or their Affiliates (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes).

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        The Indenture provides that, without the consent of each affected Holder of Notes, an amendment or waiver may not, with respect to any Notes held by a non-consenting Holder:

        (1)   reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;

        (2)   reduce the principal of or change the fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of such Notes (other than provisions relating to the covenants described above under the caption "Repurchase at the Option of Holders";

        (3)   reduce the rate of or change the time for payment of interest on any Note;

        (4)   waive a Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in the Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders;

        (5)   make any Note payable in money other than U.S. dollars;

        (6)   make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest or Additional Interest on the Notes;

        (7)   make any change in these amendment and waiver provisions;

        (8)   impair the right of any Holder to receive payment of principal of, or interest on such Holder's Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder's Notes or the Guarantees;

        (9)   make any change in the subordination provisions thereof that would adversely affect the Holders;

        (10) except as expressly permitted by the Indenture, modify the Guarantee of any Significant Subsidiary in any manner adverse to the Holders of the Notes or release the Co-Issuer from its obligations under the Indenture.

        Notwithstanding the foregoing, the Issuers, any Guarantor (with respect to a Guarantee or the Indenture to which it is a party) and the Trustee may amend or supplement the Indenture and any Guarantee or Notes without the consent of any Holder:

        (1)   to cure any ambiguity, omission, mistake, defect or inconsistency;

        (2)   to provide for uncertificated Notes of such series in addition to or in place of certificated Notes;

        (3)   to comply with the covenant relating to mergers, consolidations and sales of assets;

        (4)   to provide the assumption of the Issuers' or any Guarantor's obligations to the Holders;

        (5)   to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Indenture of any such Holder;

        (6)   to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuers or any Guarantor;

        (7)   to comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act;

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        (8)   to evidence and provide for the acceptance and appointment under the Indenture of a successor Trustee thereunder pursuant to the requirements thereof;

        (9)   to provide for the issuance of exchange notes or private exchange notes, which are identical to exchange notes except that they are not freely transferable;

        (10) to provide for the issuance of Additional Notes in accordance with the Indenture;

        (11) to add a Guarantor under the Indenture or to release a Guarantor in accordance with the terms of the Indenture;

        (12) to conform the text of the Indenture, Guarantees or the Notes to any provisions of this "Description of Notes" to the extent that such provision in this "Description of Notes" was intended to be a verbatim recitation of a provision of the Indenture, Guarantee or Notes;

        (13) to make any amendment to the provisions of the Indenture relating to the transfer and legending of Notes as permitted by the Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided, however, that (i) compliance with the Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; or

        (14) to make any other modifications to the Notes or the Indenture of a formal, minor or technical nature or necessary to correct a manifest error, so long as such modification does not adversely affect the rights of any Holders of the Notes in any material respect.

        The consent of the Holders is not necessary under the Indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment.

Notices

        Notices given by publication will be deemed given on the first date on which publication is made and notices given by first-class mail, postage prepaid, will be deemed given five calendar days after mailing.

Concerning the Trustee

        The Indenture contains certain limitations on the rights of the Trustee thereunder, should it become a creditor of the Issuers, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee is permitted to engage in other transactions; however, if it acquires any conflicting interest, it must eliminate such conflict within 90 days, apply to the SEC for permission to continue or resign.

        The Indenture provides that the Holders of a majority in principal amount of the outstanding Notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. The Indenture provides that in case an Event of Default shall occur (which shall not be cured), the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent person in the conduct of his own affairs. Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of the Notes, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

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Governing Law

        The Indenture, the Notes and any Guarantee are governed by and construed in accordance with the laws of the State of New York.

Certain Definitions

        Set forth below are certain defined terms used in the Indenture. For purposes of the Indenture, unless otherwise specifically indicated, the term "consolidated" with respect to any Person refers to such Person consolidated with its Restricted Subsidiaries, and excludes from such consolidation any Unrestricted Subsidiary as if such Unrestricted Subsidiary were not an Affiliate of such Person.

        "Acquired Indebtedness" means, with respect to any specified Person,

        (1)   Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a Restricted Subsidiary of such specified Person, and

        (2)   Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

        "Acquisition" means the transactions contemplated by the Transaction Agreement.

        "Additional Interest" means all additional interest then owing pursuant to the Registration Rights Agreement.

        "Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, "control" (including, with correlative meanings, the terms "controlling," "controlled by" and "under common control with"), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

        "Applicable Premium" means, with respect to any Note on any Redemption Date, the greater of:

        (1)   1.0% of the principal amount of such Senior Subordinated Note; and

        (2)   the excess, if any, of (a) the present value at such Redemption Date of (i) the redemption price of such Senior Subordinated Note at November 15, 2010 (each such redemption price being set forth in the table appearing above under the caption "Optional Redemption"), plus (ii) all required interest payments due on such Senior Subordinated Note through November 15, 2010 (excluding accrued but unpaid interest to the Redemption Date), computed using a discount rate equal to the Treasury Rate as of such Redemption Date plus 50 basis points; over (b) the principal amount of such Senior Subordinated Note.

        "Asset Sale" means:

        (1)   the sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of property or assets (including by way of a Sale and Lease-Back Transaction) of the Company or any of its Restricted Subsidiaries (each referred to in this definition as a "disposition"); or

        (2)   the issuance or sale of Equity Interests of any Restricted Subsidiary (other than Preferred Stock of Restricted Subsidiaries issued in compliance with the covenant described under "—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock"), whether in a single transaction or a series of related transactions;

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in each case, other than:

        (a)   any disposition of Cash Equivalents or Investment Grade Securities or obsolete or worn-out equipment in the ordinary course of business or any disposition of inventory or goods (or other assets) held for sale in the ordinary course of business;

        (b)   the disposition of all or substantially all of the assets of the Company governed by, and in a manner permitted pursuant to, the provisions described above under "Certain Covenants—Merger, Consolidation or Sale of All or Substantially All Assets" or any disposition that constitutes a Change of Control pursuant to the Indenture;

        (c)   the making of any Restricted Payment or Permitted Investment that is permitted to be made, and is made, under the covenant described above under "Certain Covenants—Limitation on Restricted Payments";

        (d)   any disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of transactions with an aggregate fair market value of less than $5.0 million;

        (e)   any disposition of property or assets or issuance of securities by a Restricted Subsidiary of the Company to the Company or by the Company or a Restricted Subsidiary of the Company to another Restricted Subsidiary of the Company;

        (f)    to the extent allowable under Section 1031 of the Internal Revenue Code of 1986 or comparable law or regulation, any exchange of like property (excluding any boot thereon) for use in a Similar Business;

        (g)   the lease, assignment or sub-lease of any real or personal property in the ordinary course of business;

        (h)   any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

        (i)    foreclosures on assets;

        (j)    sales of accounts receivable, or participations therein, in connection with any Receivables Facility; and

        (k)   any financing transaction with respect to property built or acquired by the Company or any Restricted Subsidiary after the Issue Date, including Sale and Lease-Back Transactions and asset securitizations permitted by the Indenture.

        "Business Day" means each day which is not a Legal Holiday.

        "Capital Stock" means:

        (1)   in the case of a corporation, corporate stock;

        (2)   in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

        (3)   in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

        (4)   any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

        "Capitalized Lease Obligation" means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be

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capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP.

        "Cash Equivalents" means:

        (1)   United States dollars;

        (2)   (a) euro, or any national currency of any participating member state of the EMU; or

        (b)   such local currencies held by the Company or any Restricted Subsidiary from time to time in the ordinary course of business;

        (3)   securities issued or directly and fully and unconditionally guaranteed or insured by the U.S. government (or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of the U.S. government), with maturities of 24 months or less from the date of acquisition;

        (4)   certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers' acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus of not less than $500.0 million in the case of U.S. banks and $100.0 million (or the U.S. dollar equivalent as of the date of determination) in the case of non-U.S. banks;

        (5)   repurchase obligations for underlying securities of the types described in clauses (3) and (4) entered into with any financial institution meeting the qualifications specified in clause (4) above;

        (6)   commercial paper rated at least P-1 by Moody's or at least A-1 by S&P and in each case maturing within 24 months after the date of creation thereof;

        (7)   marketable short-term money market and similar securities having a rating of at least P-2 or A-2 from either Moody's or S&P, respectively (or, if at any time neither Moody's nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency) and in each case maturing within 24 months after the date of creation thereof;

        (8)   investment funds investing 95% of their assets in securities of the types described in clauses (1) through (7) above;

        (9)   readily marketable direct obligations issued by any state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof having an Investment Grade Rating from either Moody's or S&P with maturities of 24 months or less from the date of acquisition;

        (10) Indebtedness or Preferred Stock issued by Persons with a rating of "A" or higher from S&P or "A2" or higher from Moody's with maturities of 24 months or less from the date of acquisition; and

        (11) Investments with average maturities of 24 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody's.

        Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (1) and (2) above, provided that such amounts are converted into any currency listed in clauses (1) and (2) as promptly as practicable and in any event within ten Business Days following the receipt of such amounts.

        "Change of Control" means the occurrence of any of the following:

        (1)   the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any Person other than a Permitted Holder; or

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        (2)   the Company becomes aware (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) of the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than the Permitted Holders, in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of 50% or more of the total voting power of the Voting Stock of the Company or any of its direct or indirect parent companies holding directly or indirectly 100% of the total voting power of the Voting Stock of the Company.

        "Consolidated Depreciation and Amortization Expense" means with respect to any Person for any period, the total amount of depreciation and amortization expense, including the amortization of deferred financing fees of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.

        "Consolidated Interest Expense" means, with respect to any Person for any period, without duplication, the sum of:

        (1)   consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (a) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances, (c) non-cash interest payments (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP), (d) the interest component of Capitalized Lease Obligations and (e) net payments, if any, pursuant to interest rate Hedging Obligations with respect to Indebtedness and excluding (u) accretion or accrual of discounted liabilities not constituting Indebtedness, (v) any expense resulting from the discounting of any outstanding Indebtedness in connection with the application of purchase accounting in connection with any acquisition, (w) any Additional Interest, (x) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, (y) any expensing of bridge, commitment and other financing fees and (z) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Receivables Facility); plus

        (2)   consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued; less

        (3)   interest income for such period.

        For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by such Person to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

        "Consolidated Net Income" means, with respect to any Person for any period, the aggregate of the Net Income, of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided, however, that, without duplication,

        (1)   any after-tax effect of extraordinary, non-recurring or unusual gains or losses (less all fees and expenses relating thereto) or expenses (including relating to the Transaction to the extent incurred on or prior to September 30, 2007), severance, relocation costs and curtailments or modifications to pension and post-retirement employee benefit plans and other restructuring costs shall be excluded,

        (2)   the cumulative effect of a change in accounting principles during such period shall be excluded,

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        (3)   any after-tax effect of income (loss) from disposed, abandoned, transferred, closed or discontinued operations and any net after-tax gains or losses on disposal of disposed, abandoned, transferred, closed or discontinued operations shall be excluded,

        (4)   any after-tax effect of gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions other than in the ordinary course of business, as determined in good faith by the Company, shall be excluded,

        (5)   the Net Income for such period of any Person that is not a Subsidiary or is an Unrestricted Subsidiary or that is accounted for by the equity method of accounting, shall be excluded; provided that Consolidated Net Income of the Company shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) to the referent Person or a Restricted Subsidiary thereof in respect of such period,

        (6)   solely for the purpose of determining the amount available for Restricted Payments under clause (3)(a) of the first paragraph of "Certain Covenants—Limitation on Restricted Payments," the Net Income for such period of any Restricted Subsidiary (other than any Guarantor) shall be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived, provided that Consolidated Net Income of the Company will be increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash) or Cash Equivalents to the Company or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein,

        (7)   effects of adjustments (including the effects of such adjustments pushed down to the Company and its Restricted Subsidiaries) in the property and equipment, inventory and other intangible assets, deferred revenue and debt line items in such Person's consolidated financial statements pursuant to GAAP resulting from the application of purchase accounting in relation to the Transaction or any consummated acquisition or the amortization or write-off of any amounts thereof, net of taxes, shall be excluded,

        (8)   any after-tax effect of income (loss) from the early extinguishment of Indebtedness or Hedging Obligations or other derivative instruments shall be excluded,

        (9)   any impairment charge or asset write-off, in each case, pursuant to GAAP and the amortization of intangibles arising pursuant to GAAP shall be excluded,

        (10) any non-cash compensation expense recorded from grants of stock appreciation or similar rights, stock options, restricted stock or other rights shall be excluded,

        (11) any fees and expenses incurred during such period, or any amortization thereof for such period, in connection with any acquisition, disposition, recapitalization, Investment, Asset Sale, issuance or repayment of Indebtedness, issuance of Equity Interests, refinancing transaction or amendment or modification of any debt instrument (in each case, including any such transaction consummated prior to the Issue Date and any such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such period as a result of any such transaction shall be excluded, and

        (12) accruals and reserves that are established or adjusted within twelve months after the Issue Date that are so required to be established or adjusted as a result of the Transaction in accordance with GAAP or changes as a result of a modification of accounting policies shall be excluded.

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        Notwithstanding the foregoing, for the purpose of the covenant described under "Certain Covenants—Limitation on Restricted Payments" only (other than clause (3)(d) thereof), there shall be excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by the Company and its Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments from the Company and its Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted Investments by the Company or any of its Restricted Subsidiaries, any sale of the stock of an Unrestricted Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments permitted under such covenant pursuant to clause (3)(d) thereof.

        "Contingent Obligations" means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness ("primary obligations") of any other Person (the "primary obligor") in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent,

        (1)   to purchase any such primary obligation or any property constituting direct or indirect security therefor,

        (2)   to advance or supply funds

        (a)   for the purchase or payment of any such primary obligation, or

        (b)   to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, or

        (3)   to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

        "Credit Facilities" means, with respect to the Company or any of its Restricted Subsidiaries, one or more debt facilities, including the Senior Credit Facilities, or other financing arrangements (including, without limitation, commercial paper facilities or indentures) providing for revolving credit loans, term loans, letters of credit or other long-term indebtedness, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements or refundings thereof and any indentures or credit facilities or commercial paper facilities that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount permitted to be borrowed thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under "Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock") or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, lender or group of lenders.

        "Default" means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

        "Designated Non-cash Consideration" means the fair market value of non-cash consideration received by the Company or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer's Certificate, setting forth the basis of such valuation, executed by the principal financial officer of the Company, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

        "Designated Preferred Stock" means Preferred Stock of the Company or any parent corporation thereof (in each case other than Disqualified Stock) that is issued for cash (other than to a Restricted Subsidiary or an employee stock ownership plan or trust established by the Company or any of its

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Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officer's Certificate executed by the principal financial officer of the Company or the applicable parent corporation thereof, as the case may be, on the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in clause (3) of the first paragraph of the "Certain Covenants—Limitation on Restricted Payments" covenant.

        "Designated Senior Indebtedness" means:

        (1)   any Indebtedness outstanding under the Senior Credit Facilities; and

        (2)   any other Senior Indebtedness permitted under the Indenture, the principal amount of which is $50.0 million or more and that has been designated by the Company as "Designated Senior Indebtedness."

        "Disqualified Stock" means, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable (other than solely as a result of a change of control or asset sale) pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than solely as a result of a change of control or asset sale), in whole or in part, in each case prior to the date 91 days after the maturity date of the Notes; provided, however, that if such Capital Stock is issued to any plan for the benefit of employees of the Company or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Company or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations.

        "EBITDA" means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period

        (1)   increased (without duplication) by:

        (a)   provision for taxes based on income or profits or capital gains, including, without limitation, state, franchise and similar taxes and foreign withholding taxes of such Person paid or accrued during such period to the extent the same was deducted (and not added back) in computing Consolidated Net Income; plus

        (b)   Fixed Charges of such Person for such period (including (x) net losses or Hedging Obligations or other derivative instruments entered into for the purpose of hedging interest rate risk and (y) costs of surety bonds in connection with financing activities, in each case, to the extent included in Fixed Charges) to the extent the same was deducted (and not added back) in calculating such Consolidated Net Income; plus

        (c)   Consolidated Depreciation and Amortization Expense of such Person for such period to the extent the same were deducted (and not added back) in computing Consolidated Net Income; plus

        (d)   any expenses or charges (other than depreciation or amortization expense) related to any Equity Offering, Permitted Investment, acquisition, disposition, recapitalization or the incurrence of Indebtedness permitted to be incurred by the Indenture (including a refinancing thereof) (whether or not successful), including (i) such fees, expenses or charges related to the offering of the Notes and the Credit Facilities and (ii) any amendment or other modification of the Notes, and, in each case, deducted (and not added back) in computing Consolidated Net Income; plus

        (e)   the amount of any restructuring charges, integration costs or other business optimization expenses or reserves deducted (and not added back) in such period in computing Consolidated Net Income, including any one-time costs incurred in connection with acquisitions after the Issue Date and costs related to the closure and/or consolidation of facilities; plus

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        (f)    any other non-cash charges, including any write-offs or write-downs, reducing Consolidated Net Income for such period (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period); plus

        (g)   the amount of any minority interest expense consisting of Subsidiary income attributable to minority equity interests of third parties in any non-Wholly-Owned Subsidiary deducted (and not added back) in such period in calculating Consolidated Net Income; plus

        (h)   the amount of management, monitoring, consulting and advisory fees and related expenses paid in such period to the Investors to the extent otherwise permitted under "Certain Covenants—Transactions with Affiliates"; plus

        (i)    the amount of net cost savings projected by the Company in good faith to be realized as a result of specified actions taken or expected to be taken within 12 months after the Issue Date during such period (which cost savings shall be added to EBITDA until fully realized and calculated on a pro forma basis as though such cost savings had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such actions; provided that (x) such cost savings are reasonably identifiable and factually supportable and (y) the aggregate amount of cost savings added pursuant to this clause (i) with respect to any action, shall not exceed the cost savings expected to be realized within 12 months of taking such action (which adjustments may be incremental to pro forma adjustments made pursuant to the second paragraph of the definition of "Fixed Charge Coverage Ratio"); plus

        (j)    the amount of loss on sale of receivables and related assets to the Receivables Subsidiary in connection with a Receivables Facility; plus

        (k)   any costs or expense incurred by the Company or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of the Company or net cash proceeds of an issuance of Equity Interest of the Company (other than Disqualified Stock) solely to the extent that such net cash proceeds are excluded from the calculation set forth in clause (3) of the first paragraph under "Certain Covenants—Limitation on Restricted Payments";

        (2)   decreased by (without duplication) non-cash gains increasing Consolidated Net Income of such Person for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced EBITDA in any prior period; and

        (3)   increased or decreased by (without duplication):

        (a)   any net gain or loss resulting in such period from Hedging Obligations and the application of Statement of Financial Accounting Standards No. 133; plus or minus, as applicable,

        (b)   any net gain or loss resulting in such period from currency translation gains or losses related to currency remeasurements of Indebtedness (including any net loss or gain resulting from hedge agreements for currency exchange risk).

        "EMU" means economic and monetary union as contemplated in the Treaty on European Union.

        "Equity Interests" means Capital Stock and all warrants, options or other rights to acquire Capital Stock, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock.

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        "Equity Offering" means any public or private sale of common stock or Preferred Stock of the Company (excluding Disqualified Stock) or any of its direct or indirect parent companies to the extent contributed to the Company as Equity (other than Disqualified Stock), other than:

        (1)   public offerings with respect to the Company's or any direct or indirect parent company's common stock registered on Form S-8;

        (2)   issuances to any Subsidiary of the Company; and

        (3)   any such public or private sale that constitutes an Excluded Contribution.

        "euro" means the single currency of participating member states of the EMU.

        "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

        "Excluded Contribution" means net cash proceeds, marketable securities or Qualified Proceeds received by the Company from

        (1)   contributions to its common equity capital, and

        (2)   the sale (other than to a Subsidiary of the Company or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of the Company) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of the Company,

in each case designated as Excluded Contributions pursuant to an officer's certificate executed by the principal financial officer of the Company on the date such capital contributions are made or the date such Equity Interests are sold, as the case may be, which are excluded from the calculation set forth in clause (3) of the first paragraph under "Certain Covenants—Limitation on Restricted Payments."

        "Existing Senior Subordinated Notes" means the 9.75% Senior Subordinated Notes due 2012 issued by Encore Medical IHC, Inc. pursuant to an indenture, dated October 4, 2004, among Encore Medical IHC, Inc., certain subsidiaries of Encore Medical IHC, Inc., as guarantors, and Wells Fargo Bank, N.A., as trustee.

        "Fixed Charge Coverage Ratio" means, with respect to any Person for any period, the ratio of EBITDA of such Person for such period to the Fixed Charges of such Person for such period. In the event that the Company or any Restricted Subsidiary incurs, assumes, guarantees, redeems, retires or extinguishes any Indebtedness (other than Indebtedness incurred under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) or issues or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to or simultaneously with the event for which the calculation of the Fixed Charge Coverage Ratio is made (the "Fixed Charge Coverage Ratio Calculation Date"), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period.

        For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, consolidations and disposed operations (as determined in accordance with GAAP) that have been made by the Company or any of its Restricted Subsidiaries during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Fixed Charge Coverage Ratio Calculation Date shall be calculated on a pro forma basis, assuming that all such Investments, acquisitions, dispositions, mergers, consolidations and disposed operations (and the change in any associated fixed charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Company or

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any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, acquisition, disposition, merger, consolidation or disposed operation that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger, consolidation or disposed operation had occurred at the beginning of the applicable four-quarter period.

        For purposes of this definition, whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Company. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Fixed Charge Coverage Ratio Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Company to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period except as set forth in the first paragraph of this definition. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Company may designate.

        "Fixed Charges" means, with respect to any Person for any period, the sum of:

        (1)   Consolidated Interest Expense of such Person for such period;

        (2)   all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Preferred Stock of any Restricted Subsidiary during such period; and

        (3)   all dividends or other distributions accrued (excluding items eliminated in consolidation) on any series of Disqualified Stock during such period.

        "Foreign Subsidiary" means, with respect to any Person, any Restricted Subsidiary of such Person that is not organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof and any Restricted Subsidiary of such Foreign Subsidiary.

        "GAAP" means generally accepted accounting principles in the United States which are in effect on the Issue Date.

        "Government Securities" means securities that are:

        (1)   direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged; or

        (2)   obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America,

which, in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any

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amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depository receipt.

        "guarantee" means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations.

        "Guarantee" means the guarantee by any Guarantor of the Issuers' Obligations under the Indenture.

        "Guarantor" means, each Restricted Subsidiary that Guarantees the Notes in accordance with the terms of the Indenture and its successors and assigns, until released from its obligations under its Guarantee in accordance with the terms of the Indenture.

        "Hedging Obligations" means, with respect to any Person, the obligations of such Person under any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, commodity swap agreement, commodity cap agreement, commodity collar agreement, foreign exchange contract, currency swap agreement or similar agreement providing for the transfer or mitigation of interest rate or currency risks either generally or under specific contingencies.

        "Holder" means the Person in whose name a Senior Subordinated Note is registered on the registrar's books.

        "Indebtedness" means, with respect to any Person, without duplication:

        (1)   any indebtedness of such Person, whether or not contingent:

        (a)   in respect of borrowed money;

        (b)   evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers' acceptances (or, without duplication, reimbursement agreements in respect thereof);

        (c)   representing the balance deferred and unpaid of the purchase price of any property (including Capitalized Lease Obligations), except (i) any such balance that constitutes a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business and (ii) any earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP; or

        (d)   representing any Hedging Obligations,

if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP;

        (2)   to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise on, the obligations of the type referred to in clause (1) of a third Person (whether or not such items would appear upon the balance sheet of the such obligor or guarantor), other than by endorsement of negotiable instruments for collection in the ordinary course of business; and

        (3)   to the extent not otherwise included, the obligations of the type referred to in clause (1) of a third Person secured by a Lien on any asset owned by such first Person, whether or not such Indebtedness is assumed by such first Person;

provided, however, that notwithstanding the foregoing, Indebtedness shall be deemed not to include (a) Contingent Obligations incurred in the ordinary course of business or (b) obligations under or in respect of Receivables Facilities.

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        "Independent Financial Advisor" means an accounting, appraisal, investment banking firm or consultant to Persons engaged in Similar Businesses of nationally recognized standing that is, in the good faith judgment of the Company, qualified to perform the task for which it has been engaged.

        "Initial Purchasers" means Banc of America Securities LLC and Credit Suisse Securities (USA) LLC.

        "Investment Grade Rating" means a rating equal to or higher than Baa3 (or the equivalent) by Moody's and BBB- (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency.

        "Investment Grade Securities" means:

        (1)   securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than Cash Equivalents);

        (2)   debt securities or debt instruments with an Investment Grade Rating, but excluding any debt securities or instruments constituting loans or advances among the Company and its Subsidiaries;

        (3)   investments in any fund that invests exclusively in investments of the type described in clauses (1) and (2) which fund may also hold immaterial amounts of cash pending investment or distribution; and

        (4)   corresponding instruments in countries other than the United States customarily utilized for high quality investments.

        "Investments" means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit, advances to customers, commission, travel and similar advances to officers and employees, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of the Company in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. For purposes of the definition of "Unrestricted Subsidiary" and the covenant described under "Certain Covenants—Limitation on Restricted Payments":

        (1)   "Investments" shall include the portion (proportionate to the Company's equity interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of the Company at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Company shall be deemed to continue to have a permanent "Investment" in an Unrestricted Subsidiary in an amount (if positive) equal to:

        (a)   the Company "Investment" in such Subsidiary at the time of such redesignation; less

        (b)   the portion (proportionate to the Company equity interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation; and

        (2)   any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the Company.

        "Investors" means The Blackstone Group and each of its Affiliates, but not including any of its portfolio companies.

        "Issue Date" means November 3, 2006.

        "Legal Holiday" means a Saturday, a Sunday or a day on which commercial banking institutions are not required to be open in the State of New York.

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        "Lien" means, with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, charge, security interest, preference, priority or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided that in no event shall an operating lease be deemed to constitute a Lien.

        "Moody's" means Moody's Investors Service, Inc. and any successor to its rating agency business.

        "Net Income" means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends.

        "Net Proceeds" means the aggregate cash proceeds received by the Company or any of its Restricted Subsidiaries in respect of any Asset Sale, including any cash received upon the sale or other disposition of any Designated Non-cash Consideration received in any Asset Sale, net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated Non-cash Consideration, including legal, accounting and investment banking fees, and brokerage and sales commissions, any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), amounts required to be applied to the repayment of principal, premium, if any, and interest on Senior Indebtedness required (other than required by clause (1) of the second paragraph of "Repurchase at the Option of Holders—Asset Sales") to be paid as a result of such transaction and any deduction of appropriate amounts to be provided by the Company or any of its Restricted Subsidiaries as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Company or any of its Restricted Subsidiaries after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction.

        "Obligations" means any principal, interest (including any interest accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and banker's acceptances), damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness.

        "Officer" means the Chairman of the Board, the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of the applicable Issuer.

        "Officer's Certificate" means a certificate signed on behalf of an Issuer by an Officer of such Issuer, who must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of such Issuer that meets the requirements set forth in the Indenture.

        "Opinion of Counsel" means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Company, a Subsidiary of the Company or the Trustee.

        "Permitted Asset Swap" means the concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and cash or Cash Equivalents between the Company or any of its Restricted Subsidiaries and another Person; provided, that any cash or Cash

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Equivalents received must be applied in accordance with the "Repurchase at the Option of Holders—Asset Sales" covenant.

        "Permitted Holders" means each of the Investors and members of management of the Company (or its direct parent) on the Issue Date who are holders of Equity Interests of the Company (or any of its direct or indirect parent companies) and any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) of which any of the foregoing are members; provided that, in the case of such group and without giving effect to the existence of such group or any other group, such Investors and members of management, collectively, have beneficial ownership of more than 50% of the total voting power of the Voting Stock of the Company or any of its direct or indirect parent companies.

        "Permitted Investment" means:

        (1)   any Investment in the Company or any of its Restricted Subsidiaries;

        (2)   any Investment in cash and Cash Equivalents or Investment Grade Securities;

        (3)   any Investment by the Company or any of its Restricted Subsidiaries in a Person that is engaged in a Similar Business if as a result of such Investment:

        (a)   such Person becomes a Restricted Subsidiary; or

        (b)   such Person, in one transaction or a series of related transactions, is merged or consolidated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary,

and, in each case, any Investment held by such Person; provided, that such Investment was not acquired by such Person in contemplation of such acquisition, merger, consolidation or transfer;

        (4)   any Investment in securities or other assets not constituting cash and Cash Equivalents and received in connection with an Asset Sale made pursuant to the provisions of "Repurchase at the Option of Holders—Asset Sales" or any other disposition of assets not constituting an Asset Sale;

        (5)   any Investment existing on the Issue Date;

        (6)   any Investment acquired by the Company or any of its Restricted Subsidiaries:

        (a)   in exchange for any other Investment or accounts receivable held by the Company or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable; or

        (b)   as a result of a foreclosure by the Company or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

        (7)   Hedging Obligations permitted under clause (10) of the covenant described in "Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock";

        (8)   any Investment in a Similar Business having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (8) that are at that time outstanding, not to exceed 2.5% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

        (9)   Investments the payment for which consists of Equity Interests (exclusive of Disqualified Stock) of the Company, or any of its direct or indirect parent companies; provided, however, that such Equity Interests will not increase the amount available for Restricted Payments under clause (3) of the

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first paragraph under the covenant described in "Certain Covenants—Limitations on Restricted Payments";

        (10) guarantees of Indebtedness of the Company and any Restricted Subsidiary permitted under the covenant described in "Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock";

        (11) any transaction to the extent it constitutes an Investment that is permitted and made in accordance with the provisions of the second paragraph of the covenant described under "Certain Covenants—Transactions with Affiliates" (except transactions described in clauses (2), (5) and (9) of such paragraph);

        (12) Investments consisting of purchases and acquisitions of inventory, supplies, material or equipment;

        (13) additional Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (13) that are at that time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities), not to exceed 3.5% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value); provided that the Total Leverage Ratio of the Company is less than 6.00 to 1.00 on a pro forma basis after giving effect to such Investment;

        (14) Investments relating to a Receivables Subsidiary that, in the good faith determination of the Company are necessary or advisable to effect any Receivables Facility;

        (15) advances to, or guarantees of Indebtedness of, employees not in excess of $6.0 million outstanding at any one time, in the aggregate;

        (16) loans and advances to officers, directors and employees for business-related travel expenses, moving expenses and other similar expenses, in each case incurred in the ordinary course of business or consistent with past practices or to fund such Person's purchase of Equity Interests of the Company or any direct or indirect parent company thereof; and

        (17) loans and advances to independent sales persons against commissions not in excess of $4.0 million outstanding at any one time, in the aggregate.

        "Permitted Junior Securities" means:

        (1)   Equity Interests in an Issuer, any Guarantor or any direct or indirect parent of the Company; or

        (2)   unsecured debt securities that are subordinated to all Senior Indebtedness (and any debt securities issued in exchange for Senior Indebtedness) to substantially the same extent as, or to a greater extent than, the Notes and the related Guarantees are subordinated to Senior Indebtedness under the Indenture;

provided that the term "Permitted Junior Securities" shall not include any securities distributed pursuant to a plan of reorganization if the Indebtedness under the Senior Credit Facilities is treated as part of the same class as the Notes for purposes of such plan of reorganization; provided further that to the extent that any Senior Indebtedness of an Issuer or the Guarantors outstanding on the date of consummation of any such plan of reorganization is not paid in full in cash on such date, the holders of any such Senior Indebtedness not so paid in full in cash have consented to the terms of such plan of reorganization.

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        "Permitted Liens" means, with respect to any Person:

        (1)   pledges or deposits by such Person under workmen's compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or U.S. government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case incurred in the ordinary course of business;

        (2)   Liens imposed by law, such as carriers', warehousemen's and mechanics' Liens, in each case for sums not yet overdue for a period of more than 30 days or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

        (3)   Liens for taxes, assessments or other governmental charges not yet overdue for a period of more than 30 days or payable or subject to penalties for nonpayment or which are being contested in good faith by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

        (4)   Liens in favor of issuers of performance and surety bonds or bid bonds or with respect to other regulatory requirements or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business;

        (5)   minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties or Liens incidental, to the conduct of the business of such Person or to the ownership of its properties which were not incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

        (6)   Liens existing on the Issue Date;

        (7)   Liens on property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided, however, such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided further, however, that such Liens may not extend to any other property owned by the Company or any of its Restricted Subsidiaries;

        (8)   Liens on property at the time the Company or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger or consolidation with or into the Company or any of its Restricted Subsidiaries; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition; provided further, however, that the Liens may not extend to any other property owned by the Company or any of its Restricted Subsidiaries;

        (9)   Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Company or another Restricted Subsidiary permitted to be incurred in accordance with the covenant described under "Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock";

        (10) Liens securing Hedging Obligations so long as related Indebtedness is, and is permitted to be under the Indenture, secured by a Lien on the same property securing such Hedging Obligations;

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        (11) Liens on specific items of inventory of other goods and proceeds of any Person securing such Person's obligations in respect of bankers' acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

        (12) leases, subleases, licenses or sublicenses granted to others in the ordinary course of business which do not materially interfere with the ordinary conduct of the business of the Company or any of its Restricted Subsidiaries and do not secure any Indebtedness;

        (13) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by the Company and its Restricted Subsidiaries in the ordinary course of business;

        (14) Liens in favor of the Company, the Co-Issuer or any Guarantor;

        (15) Liens on equipment of the Company or any of its Restricted Subsidiaries granted in the ordinary course of business to the Company's clients;

        (16) Liens on accounts receivable and related assets incurred in connection with a Receivables Facility;

        (17) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancing, refunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (6), (7) and (8); provided, however, that (a) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property), and (b) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (i) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (6), (7) and (8) at the time the original Lien became a Permitted Lien under the Indenture, and (ii) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement;

        (18) deposits made in the ordinary course of business to secure liability to insurance carriers;

        (19) other Liens securing obligations incurred in the ordinary course of business which obligations do not exceed $15.0 million at any one time outstanding;

        (20) Liens securing judgments for the payment of money not constituting an Event of Default under clause (5) under the caption "Events of Default and Remedies" so long as such Liens are adequately bonded and any appropriate legal proceedings that may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such proceedings may be initiated has not expired;

        (21) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;

        (22) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code or any comparable or successor provision on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business, and (iii) in favor of banking institutions arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;

        (23) Liens deemed to exist in connection with Investments in repurchase agreements permitted under "Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock"; provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement;

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        (24) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; and

        (25) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Company or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Company and its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Company or any of its Restricted Subsidiaries in the ordinary course of business.

        For purposes of this definition, the term "Indebtedness" shall be deemed to include interest on such Indebtedness.

        "Person" means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

        "Preferred Stock" means any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution, or winding up.

        "Qualified Proceeds" means assets that are used or useful in, or Capital Stock of any Person engaged in, a Similar Business; provided that the fair market value of any such assets or Capital Stock shall be determined by the Company in good faith.

        "Rating Agencies" means Moody's and S&P or if Moody's or S&P or both shall not make a rating on the Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Issuers which shall be substituted for Moody's or S&P or both, as the case may be.

        "Receivables Facility" means any of one or more receivables financing facilities as amended, supplemented, modified, extended, renewed, restated or refunded from time to time, the Obligations of which are non-recourse (except for customary representations, warranties, covenants and indemnities made in connection with such facilities) to the Company or any of its Restricted Subsidiaries (other than a Receivables Subsidiary) pursuant to which the Company or any of its Restricted Subsidiaries sells its accounts receivable to either (a) a Person that is not a Restricted Subsidiary or (b) a Receivables Subsidiary that in turn sells its accounts receivable to a Person that is not a Restricted Subsidiary.

        "Receivables Fees" means distributions or payments made directly or by means of discounts with respect to any accounts receivable or participation interest therein issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Receivables Facility.

        "Receivables Subsidiary" means any Subsidiary formed for the purpose of, and that solely engages only in one or more Receivables Facilities and other activities reasonably related thereto.

        "Registration Rights Agreement" means the Registration Rights Agreement with respect to the Notes dated as of the Issue Date, among the Issuers, the Guarantors and the Initial Purchasers.

        "Related Business Assets" means assets (other than cash or Cash Equivalents) used or useful in a Similar Business, provided that any assets received by the Company or a Restricted Subsidiary in exchange for assets transferred by the Company or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

187

        "Representative" means any trustee, agent or representative (if any) for an issue of Senior Indebtedness of the Issuers.

        "Restricted Investment" means an Investment other than a Permitted Investment.

        "Restricted Subsidiary" means, at any time, any direct or indirect Subsidiary of the Company (including the Co-Issuer and any Foreign Subsidiary) that is not then an Unrestricted Subsidiary; provided, however, that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of "Restricted Subsidiary."

        "S&P" means Standard & Poor's, a division of The McGraw-Hill Companies, Inc., and any successor to its rating agency business.

        "Sale and Lease-Back Transaction" means any arrangement providing for the leasing by the Company or any of its Restricted Subsidiaries of any real or tangible personal property, which property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to a third Person in contemplation of such leasing.

        "SEC" means the U.S. Securities and Exchange Commission.

        "Secured Indebtedness" means any Indebtedness of the Company or any of its Restricted Subsidiaries secured by a Lien.

        "Secured Indebtedness Amount" means, on any date, an amount equal to the aggregate amount of the EBITDA of the Company for the four fiscal quarters for which internal financial statements are available immediately preceding such date times 5.0, with such pro forma adjustments to EBITDA as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio.

        "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

        "Senior Credit Facilities" means the Credit Facility under the Credit Agreement entered into as of the Issue Date by and among the Company, Encore Medical Holdings LLC (a/k/a ReAble Therapeutics Holdings LLC), the Guarantors, the lenders party thereto in their capacities as lenders thereunder and Bank of America, N.A., as Administrative Agent, including any guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements, refundings or refinancings thereof and any indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or investors that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under "Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock" above).

        "Senior Indebtedness" means:

        (1)   all Indebtedness of the Issuers or any Guarantor outstanding under the Senior Credit Facilities (including interest accruing on or after the filing of any petition in bankruptcy or similar proceeding or for reorganization of the Issuers or any Guarantor (at the rate provided for in the documentation with respect thereto, regardless of whether or not a claim for post-filing interest is allowed in such proceedings)), and any and all other fees, expense reimbursement obligations, indemnification amounts, penalties, and other amounts (whether existing on the Issue Date or thereafter created or incurred) and all obligations of the Issuers or any Guarantor to reimburse any bank or other Person in respect of amounts paid under letters of credit, acceptances or other similar instruments;

188

        (2)   all Hedging Obligations (and guarantees thereof) owing to a Lender (as defined in the Senior Credit Facilities) or any Affiliate of such Lender (or any Person that was a Lender or an Affiliate of such Lender at the time the applicable agreement giving rise to such Hedging Obligation was entered into), provided that such Hedging Obligations are permitted to be incurred under the terms of the Indenture;

        (3)   any other Indebtedness of the Issuers or any Guarantor permitted to be incurred under the terms of the Indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is on a parity with or subordinated in right of payment to the Notes or any related Guarantee; and

        (4)   all Obligations with respect to the items listed in the preceding clauses (1), (2) and (3);

provided, however, that Senior Indebtedness shall not include:

        (a)   any obligation of such Person to the Issuers or any of its Subsidiaries;

        (b)   any liability for federal, state, local or other taxes owed or owing by such Person;

        (c)   any accounts payable or other liability to trade creditors arising in the ordinary course of business;

        (d)   any Indebtedness or other Obligation of such Person which is subordinate or junior in any respect to any other Indebtedness or other Obligation of such Person;

        (e)   that portion of any Indebtedness which at the time of incurrence is incurred in violation of the Indenture; provided, however, that such Indebtedness shall be deemed not to have been incurred in violation of the Indenture for purposes of this clause if such Indebtedness consists of Designated Senior Indebtedness, and the holder(s) of such Indebtedness or their agent or representative (i) had no actual knowledge at the time of incurrence that the incurrence of such Indebtedness violated the Indenture and (ii) shall have received a certificate from an officer of the Company to the effect that the incurrence of such Indebtedness does not violate the provisions of the Indenture; or

        (f)    any obligation under the Existing Senior Subordinated Notes.

        "Senior Subordinated Indebtedness" means:

        (1)   with respect to the Issuers, Indebtedness which ranks equal in right of payment to the Notes issued by the Issuers; and

        (2)   with respect to any Guarantor, Indebtedness which ranks equal in right of payment to the Guarantee of such entity of Notes.

        "Significant Subsidiary" means (i) the Co-Issuer and (ii) any Restricted Subsidiary that would be a "significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the Issue Date.

        "Similar Business" means any business conducted or proposed to be conducted by the Company and its Restricted Subsidiaries on the Issue Date or any business that is similar, reasonably related, incidental or ancillary thereto.

        "Sponsor Management Agreement" means the management agreement between certain of the management companies associated with the Investors and the Company and/or one of its direct or indirect parent companies as in effect on the Issue Date.

        "Subordinated Indebtedness" means, with respect to the Notes,

189

        (1)   any Indebtedness of the Issuers which is by its terms subordinated in right of payment to the Notes, and

        (2)   any Indebtedness of any Guarantor which is by its terms subordinated in right of payment to the Guarantee of such entity of the Notes.

        "Subsidiary" means, with respect to any Person:

        (1)   any corporation, association, or other business entity (other than a partnership, joint venture, limited liability company or similar entity) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof or is consolidated under GAAP with such Person at such time; and

        (2)   any partnership, joint venture, limited liability company or similar entity of which

        (a)   more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership or otherwise, and

        (b)   such Person or any Restricted Subsidiary of such Person is a general partner or otherwise controls such entity.

        "Total Assets" means the total assets of the Company, except where expressly provided otherwise, and its Restricted Subsidiaries on a consolidated basis, as shown on the most recent balance sheet of such other Person.

        "Total Leverage Ratio" means on any date of determination, the ratio of (1) the aggregate amount of Indebtedness of the Company and its Restricted Subsidiaries on a consolidated basis outstanding on such date, to (2) the aggregate amount of EBITDA of the Company and its Restricted Subsidiaries for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding such date, with such pro forma adjustments to Indebtedness and EBITDA as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio.

        "Total Tangible Assets" of any Person means the total assets of such Person and its Restricted Subsidiaries (less applicable depreciation, amortization and other valuation reserves) on a consolidated basis, after deducting therefrom all goodwill, tradenames, trademarks, patents, unamortized debt discount and expense and other like intangibles, all as shown on the most recent balance sheet of such Person.

        "Transaction" means the merger contemplated by the Transaction Agreement, the issuance of the Notes and borrowings under the Senior Credit Facilities on the Issue Date to finance the merger and repay certain debt as described in the prospectus under "Transactions."

        "Transaction Agreement" means the Agreement and Plan of Merger, dated as of June 30, 2006, by and among Grand Slam Holdings, LLC, Grand Slam Acquisition Corp. and Encore Medical Corporation (a/k/a ReAble Therapeutics, Inc.), as the same may be amended prior to the Issue Date.

        "Treasury Rate" means, as of any Redemption Date, the yield to maturity as of such Redemption Date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the Redemption Date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the

190

Redemption Date to November 15, 2010; provided, however, that if the period from the Redemption Date to November 15, 2010 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

        "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended (15 U.S.C §§ 77aaa-777bbbb).

        "Unrestricted Subsidiary" means:

        (1)   any Subsidiary of the Company which at the time of determination is an Unrestricted Subsidiary (as designated by the Company, as provided below); and

        (2)   any Subsidiary of an Unrestricted Subsidiary.

        The Company may designate any Subsidiary of the Company, other than the Co-Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Company or any Subsidiary of the Company (other than solely any Subsidiary of the Subsidiary to be so designated); provided that

        (1)   any Unrestricted Subsidiary must be an entity of which the Equity Interests entitled to cast at least a majority of the votes that may be cast by all Equity Interests having ordinary voting power for the election of directors or Persons performing a similar function are owned, directly or indirectly, by the Company;

        (2)   such designation complies with the covenants described under "Certain Covenants—Limitation on Restricted Payments"; and

        (3)   each of:

        (a)   the Subsidiary to be so designated; and

        (b)   its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Company or any Restricted Subsidiary.

        The Company may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation, no Default shall have occurred and be continuing and either:

        (1)   the Company could incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test described in the first paragraph under "Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock"; or

        (2)   the Fixed Charge Coverage Ratio for the Company and its Restricted Subsidiaries would be greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such designation, in each case on a pro forma basis taking into account such designation.

        Any such designation by the Company shall be notified by the Company to the Trustee by promptly filing with the Trustee a copy of the resolution of the board of directors of the Company or any committee thereof giving effect to such designation and an Officer's Certificate certifying that such designation complied with the foregoing provisions.

        "Voting Stock" of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the board of directors of such Person.

191

        "Weighted Average Life to Maturity" means, when applied to any Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing:

        (1)   the sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or Preferred Stock multiplied by the amount of such payment; by

        (2)   the sum of all such payments.

        "Wholly-Owned Subsidiary" of any Person means a Subsidiary of such Person, 100% of the outstanding Equity Interests of which (other than directors' qualifying shares) shall at the time be owned by such Person or by one or more Wholly-Owned Subsidiaries of such Person.

192

UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE EXCHANGE OFFER

        The exchange of outstanding notes for exchange notes in the exchange offer will not constitute a taxable event to holders for United States federal income tax purposes. Consequently, no gain or loss will be recognized by a holder upon receipt of an exchange note, the holding period of the exchange note will include the holding period of the outstanding note exchanged therefor and the basis of the exchange note will be the same as the basis of the outstanding note immediately before the exchange.

In any event, persons considering the exchange of outstanding notes for exchange notes should consult their own tax advisors concerning the United States federal income tax consequences in light of their particular situations as well as any consequences arising under the laws of any other taxing jurisdiction.

193

PLAN OF DISTRIBUTION

        Each broker-dealer that receives exchange notes for its own account pursuant to an exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where such outstanding notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the consummation of the exchange offer, they will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, all dealers effecting transactions in the exchange notes may be required to deliver a prospectus.

        We will not receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own account pursuant to an exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account pursuant to an exchange offer and any broker or dealer that participates in a distribution of such exchange notes may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit of any such resale of exchange notes and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        For a period of 180 days after the consummation of the registered exchange offer we will promptly send additional copies of this prospectus and any amendments or supplements to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. We have agreed to pay all expenses incident to the exchange offer (including the expenses of one counsel for the holders of the outstanding notes) other than commissions or concessions of any broker-dealers and will indemnify you (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

194

LEGAL MATTERS

        The validity and enforceability of the exchange notes and the related guarantees will be passed upon for us by Simpson Thacher & Bartlett LLP, New York, New York. In rendering its opinion, Simpson Thacher & Bartlett LLP will rely upon the opinion of Faegre & Benson LLP as to all matters governed by the laws of the State of Minnesota and the opinion of Rice Silbey Reuther & Sullivan, LLP as to all matters governed by the laws of the State of Nevada and the opinion of Wyatt, Tarrant & Combs, LLP as to all matters governed by the laws of the State of Kentucky. An investment vehicle comprised of several partners of Simpson Thacher & Bartlett LLP, members of their families, related persons and others own interests representing less than 1% of the capital commitments of funds affiliated with Blackstone.

EXPERTS

        The consolidated balance sheet of ReAble Therapeutics Finance LLC and subsidiaries as of December 31, 2006, and the related consolidated statements of operations, changes in membership equity and comprehensive loss, and cash flows for the period from November 4, 2006 through December 31, 2006, and the consolidated balance sheet of ReAble Therapeutics, Inc. and subsidiaries as of December 31, 2005 and the related consolidated statements of operations, changes in stockholders' equity and comprehensive income (loss), and cash flows for the period from January 1, 2006 through November 3, 2006, and the years ended December 31, 2005 and 2004 included in this prospectus, have been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report appearing elsewhere in this prospectus. The report from the independent registered public accounting firm covering these consolidated financial statements contains explanatory paragraphs related to (1) the Company's adoption of Statement of Financial Accounting Standards No. 123(R), Share-Based Payment, as of January 1, 2006 and (2) that as a result of a business combination accounted for as a purchase, the consolidated financial information for the period after the acquisition is presented on a different cost basis than that for the periods before the acquisition and, therefore, is not comparable.

195

WHERE YOU CAN FIND MORE INFORMATION

        We and our guarantor subsidiaries have filed with the SEC a registration statement on Form S-4 under the Securities Act with respect to the exchange notes. This prospectus, which forms a part of the registration statement, does not contain all of the information set forth in the registration statement. For further information with respect to us, our guarantor subsidiaries and the exchange notes, reference is made to the registration statement. Statements contained in this prospectus as to the contents of any contract or other document are not necessarily complete. We and our guarantor subsidiaries are not currently subject to the informational requirements of the Exchange Act. As a result of the offering of the exchange notes, we and our guarantor subsidiaries will become subject to the informational requirements of the Exchange Act, and, in accordance therewith, will file reports and other information with the SEC. The registration statements, such reports and other information can be inspected and copied at the Public Reference Room of the SEC located at Room 1580, 100 F Street, N.E., Washington D.C. 20549. Copies of such materials, including copies of all or any portion of the registration statement, can be obtained from the Public Reference Room of the SEC at prescribed rates. You can call the SEC at 1-800-SEC-0330 to obtain information on the operation of the Public Reference Room. Such materials may also be accessed electronically by means of the SEC's home page on the Internet (http://www.sec.gov).

        So long as we and our guarantor subsidiaries are subject to the periodic reporting requirements of the Exchange Act, we and our guarantor subsidiaries are required to furnish the information required to be filed with the SEC to the trustee and the holders of the outstanding notes. We and our guarantor subsidiaries have agreed that, even if they are not required under the Exchange Act to furnish such information to the SEC, they will nonetheless continue to furnish information that would be required to be furnished by them and their guarantor subsidiaries by Section 13 of the Exchange Act, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a report thereon by their certified independent accountants to the trustee and the holders of the outstanding notes or exchange notes as if they were subject to such periodic reporting requirements.

196

REABLE THERAPEUTICS FINANCE LLC

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets at December 31, 2006 (Successor) and 2005 (Predecessor)	F-3
Consolidated Statements of Operations for the Successor Period November 4, 2006 through December 31, 2006	F-4
Consolidated Statements of Operations for the Predecessor Period January 1, 2006 through November 3, 2006, and for the Years Ended December 31, 2005 and 2004	F-4
Consolidated Statements of Changes in Membership Equity, and Comprehensive Loss for the Successor Period November 4, 2006 through December 31, 2006	F-5
Consolidated Statements of Changes in Stockholders' Equity and Comprehensive Income (Loss) for the Predecessor Period January 1, 2006 through November 3, 2006 and for the Years Ended December 31, 2005 and 2004	F-5
Consolidated Statements of Cash Flows for the Successor Period November 4, 2006 through December 31, 2006	F-6
Consolidated Statements of Cash Flows for the Predecessor Period January 1, 2006 through November 3, 2006, and for the Years Ended December 31, 2005 and 2004	F-6
Notes to Consolidated Financial Statements	F-7

F-1

Report of Independent Registered Public Accounting Firm

The Board of Directors
ReAble Therapeutics Finance LLC:

        We have audited the accompanying consolidated balance sheet of ReAble Therapeutics Finance LLC and subsidiaries (the "Successor") as of December 31, 2006 and the related consolidated statements of operations, changes in membership equity and comprehensive loss, and cash flows for the period from November 4, 2006 through December 31, 2006, and the consolidated balance sheet of ReAble Therapeutics, Inc. ("RTI") and subsidiaries (the "Predecessor') as of December 31, 2005 and the related consolidated statements of operations, changes in stockholders' equity and comprehensive income (loss), and cash flows for the period from January 1, 2006 through November 3, 2006 and the years ended December 31, 2005 and 2004. In connection with our audits of the consolidated financial statements, we also have audited financial statement schedule II. These consolidated financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements and schedule based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Successor as of December 31, 2006, and the results of its operations and its cash flows for the period from November 4, 2006 through December 31, 2006, in conformity with accounting principles generally accepted in the United States of America. Further, in our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Predecessor as of December 31, 2005 and the results of its operations and its cash flows for the period from January 1, 2006 through November 3, 2006 and for the years ended December 31, 2005 and 2004, in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

        As discussed in Note 1 to the consolidated financial statements, effective November 3, 2006, all of the outstanding stock of RTI was acquired in a business combination accounted for as a purchase. As a result of the acquisition, the consolidated financial information for the period after the acquisition is presented on a different cost basis than that for the periods before the acquisition and, therefore, is not comparable.

        As discussed in Note 1 to the consolidated financial statements, the Company adopted Statement of Financial Accounting Standards No. 123(R), Share-Based Payment, as of January 1, 2006.

/s/ KPMG LLP

Austin, Texas
March 30, 2007

F-2

ReAble Therapeutics Finance LLC and Subsidiaries

Consolidated Balance Sheets
(in thousands, except share and per share data)

			Successor			Predecessor
			December 31, 2006			December 31, 2005
Assets
Current assets:
	Cash and cash equivalents		$	31,679		$	17,200
	Accounts receivable, net			74,155			53,809
	Inventories, net			67,673			56,433
	Deferred tax assets			25,734			9,538
	Prepaid expenses and other current assets			5,966			4,613
	Assets of discontinued operations			380			14
		Total current assets		205,587			141,607
Property and equipment, net				41,251			26,742
Goodwill				475,722			290,255
Intangible assets, net				317,242			82,378
Other non-current assets				20,834			11,055
		Total assets	$	1,060,636		$	552,037
Liabilities, Minority Interests, Stockholders' Equity and Membership Equity
Current liabilities:
	Current portion of long-term debt and capital leases		$	6,505		$	7,287
	Accounts payable			18,895			11,820
	Accrued expenses			37,979			26,941
	Liabilities of discontinued operations			—			295
		Total current liabilities		63,379			46,343
Long-term debt and capital leases, net of current portion				548,037			307,794
Deferred tax liabilities				111,232			29,663
Other non-current liabilities				1,871			460
		Total liabilities		724,519			384,260
Minority interests				909			670
Stockholders' equity and Membership equity:
Predecessor:
	Common stock, $0.001 par value, 39,800,000 shares authorized; 20,841,000 shares issued			—			21
	Additional paid-in capital			—			155,430
	Notes received for sale of common stock			—			(846	)
	Retained earnings			—			15,906
	Accumulated other comprehensive loss			—			(1,757	)
	Less cost of repurchased stock (204,000 shares)			—			(1,647	)
Successor:
	Membership equity			373,469			—
	Accumulated deficit			(41,634	)		—
	Accumulated other comprehensive income			3,373			—
		Total stockholders' equity and membership equity		335,208			167,107
Total liabilities, minority interests, stockholders' equity, and membership equity			$	1,060,636		$	552,037

See accompanying notes to consolidated financial statements.

F-3

ReAble Therapeutics Finance LLC and Subsidiaries

Consolidated Statements of Operations
(in thousands)

		Successor			Predecessor
		November 4, 2006 through December 31, 2006			January 1, 2006 through November 3, 2006			Year Ended December 31, 2005			Year Ended December 31, 2004
Net sales		$	57,902		$	304,383		$	293,726		$	148,081
Cost of sales			26,724			126,754			114,780			65,942
	Gross margin		31,178			177,629			178,946			82,139
Operating expenses:
	Selling, general and administrative		45,197			185,655			125,682			60,296
	Research and development		28,128			14,772			9,577			7,276
Operating income (loss)			(42,147	)		(22,798	)		43,687			14,567
Other income (expense):
	Interest income		312			527			393			429
	Interest expense		(8,611	)		(26,008	)		(28,509	)		(7,068	)
	Other income (expense), net		133			(23	)		(23	)		574
	Loss on early extinguishment of debt		—			(9,154	)		—			—
Income (loss) from continuing operations before income taxes and minority interests			(50,313	)		(57,456	)		15,548			8,502
Provision (benefit) for income taxes			(8,756	)		(11,452	)		6,061			3,279
Minority interests			39			158			140			95
Income (loss) from continuing operations			(41,596	)		(46,162	)		9,347			5,128
Discontinued operations:
Gain on disposal of discontinued operations (net of income tax expense of $1,563 in 2005)			—			—			2,445			—
Income (loss) from discontinued operations (net of income tax expense (benefit) of ($25), ($394), $341 and $250, respectively)			(38	)		(614	)		538			399
Net income (loss)		$	(41,634	)	$	(46,776	)	$	12,330		$	5,527

See accompanying notes to consolidated financial statements.

F-4

ReAble Therapeutics Finance LLC and Subsidiaries

Consolidated Statements of Changes in Stockholders' Equity, Membership Equity,
and Comprehensive Income (Loss)
(in thousands)

		Successor		Predecessor
												Cost of Repurchased Stock								Accumulated Other Comprehensive (Loss) Income			Total Stockholders' Equity and Membership Equity
				Common Stock					Notes Received for Sale of Common Stock								Retained Earnings (Accumulated Deficit)
		Membership Equity					Additional Paid-In Capital
				Shares	Amount							Shares		Amount
Predecessor:
Balance at December 31, 2003		$	—	17,222	$	17	$	117,790	$	(1,100	)	(204	)	$	(1,647	)	$	(1,951	)	$	—		$	113,109
Net income			—	—		—		—		—		—			—			5,527			—			5,527
Foreign currency translation adjustments			—	—		—		—		—		—			—			—			4,560			4,560
Change in hedging gains and losses, net of tax			—	—		—		—		—		—			—			—			(170	)		(170	)
	Comprehensive income		—	—		—		—		—		—			—			—			—			9,917
Issuance of common stock in connection with the Empi acquisition			—	3,184		3		35,085		—		—			—			—			—			35,088
Equity awards			—	—		—		378		—		—			—			—			—			378
Exercise of common stock warrants			—	219		1		5		—		—			—			—			—			6
Refund of short swing profits			—	—		—		288		—		—			—			—			—			288
Exercise of common stock options			—	152		—		1,002		—		—			—			—			—			1,002
Tax benefit associated with stock options			—	—		—		377		—		—			—			—			—			377
Note payments			—	—		—		—		152		—			—			—			—			152
Balance at December 31, 2004		$	—	20,777	$	21	$	154,925	$	(948	)	(204	)	$	(1,647	)	$	3,576		$	4,390		$	160,317
Net income			—	—		—		—		—		—			—			12,330			—			12,330
Foreign currency translation adjustments			—	—		—		—		—		—			—			—			(6,781	)		(6,781	)
Change in hedging gains and losses, net of tax			—	—		—		—		—		—			—			—			634			634
	Comprehensive income		—	—		—		—		—		—			—			—			—			6,183
Equity awards			—	—		—		105		—		—			—			—			—			105
Exercise of common stock options			—	64		—		355		—		—			—			—			—			355
Tax benefit associated with stock options			—	—		—		45		—		—			—			—			—			45
Note payments			—	—		—		—		102		—			—			—			—			102
Balance at December 31, 2005		$	—	20,841	$	21	$	155,430	$	(846	)	(204	)	$	(1,647	)	$	15,906		$	(1,757	)	$	167,107
Net loss			—	—		—		—		—		—			—			(46,776	)		—			(46,776	)
Charge in hedging gains and losses, net of tax			—	—		—		—		—		—			—			—			(464	)		(464	)
Foreign currency translation adjustment			—	—		—		—		—		—			—			—			5,077			5,077
	Comprehensive loss		—	—		—		—		—		—			—			—			—			(42,163	)
Issuance of common stock and options in connection with the Compex acquisition			—	7,267		7		99,308		—		—			—			—			—			99,315
Equity awards			—	—		—		10,460		—		—			—			—			—			10,460
Exercise of common stock options			—	1,070		1		9,001		—		—			—			—			—			9,002
Tax benefit associated with stock options			—	—		—		524		—		—			—			—			—			524
Note payments			—	—		—		—		846		—			—			—			—			846
Balance at November 3, 2006		$	—	29,178	$	29	$	274,723	$	—		(204	)	$	(1,647	)	$	(30,870	)	$	2,856		$	245,091
Successor:
Net loss			—	—		—		—		—		—			—			(41,634	)		—			(41,634	)
Foreign currency translation adjustments			—	—		—		—		—		—			—			—			3,373			3,373
	Comprehensive loss		—	—		—		—		—		—			—			—			—			(38,261	)
Equity awards			105	—		—		—		—		—			—			—			—			105
Capital contribution—Cefar acquisition			9,464	—		—		—		—		—			—			—			—			9,464
Investment by RTI			363,900	—		—		—		—		—			—			—			—			363,900
Balance at December 31, 2006		$	373,469	—	$	—	$	—	$	—		—		$	—		$	(41,634	)	$	3,373		$	335,208

See accompanying notes to consolidated financial statements.

F-5

ReAble Therapeutics Finance LLC and Subsidiaries

Consolidated Statements of Cash Flows
(in thousands)

			Successor			Predecessor
			November 4, 2006 through December 31, 2006			January 1, 2006 through November 3, 2006			Year Ended December 31, 2005			Year Ended December 31, 2004
OPERATING ACTIVITIES:
Net income (loss)			$	(41,634	)	$	(46,776	)	$	12,330		$	5,527
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
	Depreciation			2,369			8,839			8,696			4,404
	Amortization of intangibles			4,035			5,965			5,053			1,623
	Amortization of debt issuance costs			654			1,765			2,177			708
	Loss on early extinguishment of debt			—			9,154			—			—
	Non-cash interest expense			—			91			100			24
	Stock-based compensation			105			10,631			160			135
	Asset impairments and loss on disposal of assets			1,228			388			1,375			368
	Gain on disposal of discontinued operations			—			—			(4,008	)		—
	Deferred income taxes			(8,842	)		(13,284	)		(2,930	)		(1,568	)
	Provision for bad debt expense and sales returns			513			21,763			6,108			2,401
	Inventory reserves			4,024			8,848			4,810			4,591
	Minority interests			39			158			140			95
	Excess tax benefit associated with stock options exercises			—			(2,543	)		45			377
	In-process research and development			25,200			3,897			—			—
	Net effect of discontinued operations			457			5,155			1,626			538
Changes in operating assets and liabilities, net of acquired assets and liabilities:
	Accounts receivable			6,676			556			(4,123	)		(8,984	)
	Inventories			(156	)		(11,019	)		(12,570	)		(9,306	)
	Prepaid expenses, other assets and liabilities			2,027			3,129			(1,803	)		105
	Accounts payable and accrued expenses			(12,524	)		9,958			2,374			(744	)
		Net cash (used in) provided by operating activities		(15,829	)		16,675			19,560			294
INVESTING ACTIVITIES:
	Acquisition of businesses, net of cash acquired			(13,008	)		(1,092	)		(21,648	)		(316,837	)
	Acquisition of RTI			(522,072	)		—			—			—
	Acquisition of intangibles			—			(244	)		—			(826	)
	Proceeds from sale of discontinued operations			—			—			9,291			—
	Purchases of property and equipment			(1,331	)		(12,304	)		(8,010	)		(5,752	)
	Proceeds from sale of assets			—			69			8			177
	Maturity of held-to-maturity investments			—			—			—			35,013
	Net effect of discontinued operations			—			—			(5	)		(66	)
		Net cash used in investing activities		(536,411	)		(13,571	)		(20,364	)		(288,291	)
FINANCING ACTIVITIES:
	Investment by RTI			357,000			—			—			—
	Proceeds from issuance of common stock			—			9,002			355			1,008
	Proceeds from notes received for sale of common stock			—			846			102			152
	Proceeds from short-swing profit			—			—			—			288
	Proceeds from long-term obligations			550,370			25,300			14,700			313,892
	Retirement of debt and payments on long-term obligations			(336,113	)		(25,420	)		(15,555	)		(6,109	)
	Payment of debt issuance costs			(20,818	)		(10	)		(642	)		(11,783	)
	Excess tax benefit associated with stock option exercises			—			2,543			—			—
	Dividend paid to minority interests			—			—			(198	)		—
		Net cash provided by (used in) financing activities		550,439			12,261			(1,238	)		297,448
Effect of exchange rate on cash and cash equivalents				300			615			(647	)		364
Net increase (decrease) in cash and cash equivalents				(1,501	)		15,980			(2,689	)		9,815
Cash and cash equivalents at beginning of period				33,180			17,200			19,889			10,074
Cash and cash equivalents at end of period			$	31,679		$	33,180		$	17,200		$	19,889
Supplemental disclosures of cash flow information:
Cash paid for interest			$	3,446		$	26,584		$	25,476		$	1,849
Cash paid for income taxes			$	606		$	4,576		$	12,377		$	3,871
Non-cash investing and financing activities:
	Issuance of common stock in connection with acquisition of businesses		$	9,464		$	99,315		$	—		$	35,088
	Purchase of technology through the issuance of notes payable		$	—		$	—		$	—		$	250
	Capital lease obligations related to equipment leases		$	—		$	384		$	255		$	—
	Issuance of rollover options		$	6,900		$	—		$	—		$	—

See accompanying notes to consolidated financial statements.

F-6

ReAble Therapeutics Finance LLC and Subsidiaries

Notes to Consolidated Financial Statements

1.     SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

        Basis of Presentation and Principles of Consolidation.    We are a diversified orthopedic device company that develops, manufactures and distributes a comprehensive range of high quality orthopedic devices, including sports medicine equipment and products for orthopedic rehabilitation, pain management and physical therapy, and surgical implants. Our products are used by orthopedic surgeons, physicians, therapists, athletic trainers and other healthcare professionals to treat patients with musculoskeletal conditions resulting from degenerative diseases, deformities, traumatic events and sports-related injuries, and a substantial amount of our non-invasive medical devices and related accessories are primarily used by patients for at-home physical therapy.

        We currently market and distribute our products through two operating divisions, our Surgical Implant Division and our Orthopedic Rehabilitation Division. Our Surgical Implant Division offers a comprehensive suite of reconstructive joint products. Our Orthopedic Rehabilitation Division offers non-invasive medical products that are used before and after surgery to assist in the repair and rehabilitation of soft tissue and bone, and to protect against further injury; electrotherapy devices and accessories used to treat pain and restore muscle function; iontophoretic devices and accessories used to deliver medication; clinical therapy tables and traction equipment; and orthotics devices used to treat joint and spine conditions.

        Our products are subject to regulation by the Food and Drug Administration ("FDA") with respect to their sale in the United States, and we must, in many cases, obtain FDA authorization to market our products before they can be sold in the United States. Additionally, we are subject to similar regulations in many of the foreign countries in which we sell products.

        On November 3, 2006, an affiliate of Blackstone Capital Partners V L.P. ("Blackstone"), acquired all of the outstanding shares of capital stock of ReAble Therapeutics Inc., ("RTI", "Parent" or "Predecessor"), formerly known as Encore Medical Corporation, in a merger transaction ("the Merger"). RTI is the parent corporation of ReAble Therapeutics Holdings LLC ("Holdings"), formerly known as Encore Medical Holdings LLC; ReAble Therapeutics Finance LLC ("RTFL" or "Successor"), formerly known as Encore Medical Finance LLC; and ReAble Therapeutics Finance Corporation ("Finco"), formerly known as Encore Medical Finance Corporation. RTFL directly or indirectly through its subsidiaries, owns all of the operating assets owned by RTI prior to the Merger. (See further description of the Merger under Note 2).

        The accompanying consolidated financial statements include the accounts of RTFL, and its wholly owned subsidiaries and those entities in which we hold a controlling interest from the date of the Merger. RTI, along with its wholly owned subsidiaries are individually and collectively referred to as "us", "we", "the Company", or "ReAble". Predecessor financial statements are presented prior to the date of the Merger, with RTFL financial statements presented thereafter. The Successor period reflects the acquisition of RTI using the purchase method of accounting pursuant to the provisions of Statement of Financial Accounting Standards No. 141, Business Combinations. The results of RTI are not comparable to the results of RTFL due to the difference in basis of presentation of purchase accounting as compared to historical cost. Minority interests reflect the 50% separate ownership of Medireha GmbH, which we have consolidated due to our controlling interest. All significant intercompany balances and transactions have been eliminated in consolidation.

        Use of Estimates.    The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates

F-7

and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

        Cash and Cash Equivalents.    Cash consists of deposits with financial institutions. We consider all highly liquid investments with original maturities of less than three months to be cash equivalents. While our cash and cash equivalents are on deposit with high-quality institutions, such deposits exceed FDIC insured limits.

        Allowance for Doubtful Accounts.    We must make estimates of the uncollectibility of accounts receivable. In doing so, management analyzes accounts receivable and historical bad debts, customer concentrations, customer credit-worthiness, current economic trends and changes in customer payment patterns when evaluating the adequacy of the allowance for doubtful accounts.

        Sales Returns and Allowances.    We must make estimates of the amount of sales returns and allowances that will eventually be granted. In doing so, management analyzes sales programs that are in effect, contractual arrangements, market acceptance and historical trends when evaluating the adequacy of sales returns and allowances accounts.

        Inventories.    Inventory is valued at the lower of cost or market, with cost being average cost. We establish reserves for such issues as slow moving and excess inventory, product obsolescence and valuation impairment. For all divisions, we utilize a specific identification methodology. In addition, sales performance is reviewed on at least a quarterly basis to determine the amounts that should be adjusted to the existing reserve. The reserved inventory items are primarily being disposed of by scrapping or donating to charitable organizations.

        Property and Equipment.    Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is calculated for financial reporting purposes using the straight-line method over the estimated useful lives of the assets that range from three to twenty-five years. Leasehold improvements and assets subject to capital leases are amortized using the straight-line method over the terms of the leases or lives of the assets, if shorter. We capitalize surgical implant instruments that we provide to surgeons, free of charge, for use while implanting our products and the related depreciation expense is recorded as a component of selling, general and administrative expense. Maintenance and repairs are expensed as incurred.

        Capitalized Software.    Software is stated at cost less accumulated amortization and is amortized using the straight-line method over its estimated useful life ranging from three to five years. During the software application development stage, capitalized costs include external consulting costs, cost of software licenses, and internal payroll and payroll-related costs for employees who are directly associated with a software project. Software assets are reviewed for impairment when events or circumstances indicate that the carrying value may not be recoverable over the remaining lives of the assets. Upgrades and enhancements are capitalized if they result in added functionality which enables the software to perform tasks it was previously incapable of performing. Software maintenance, training and data conversion costs are expensed in the period in which they are incurred.

        Impairment of Long-Lived Assets.    Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to undiscounted future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by

F-8

which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

        Goodwill and Intangible Assets.    Goodwill represents the excess of the purchase price over the fair value of tangible and identifiable intangible assets acquired and liabilities assumed. Intangible assets consist of trademarks, trade names, distribution networks, intellectual property, non-compete agreements and customer lists and are carried at cost less accumulated amortization. Amortization of intangibles is computed using the straight-line method over periods ranging from one to twelve years. On an annual basis, and between annual tests in certain circumstances, we review our goodwill and intangible assets to determine if there has been any change in the useful lives of goodwill or intangible assets, or whether there has been impairment of these assets. All amortization of acquired intangible assets, excluding in process research and development, is reported as a component of selling, general and administrative expense.

        Shipping and Handling Costs.    The portion of shipping and handling costs, which are not reimbursed by customers, is included in selling, general and administrative expense by our Orthopedic Rehabilitation Division. All shipping and handling costs in the Surgical Implant Division are included in selling, general and administrative expense. For the period January 1, 2006 through November 3, 2006 and November 4, 2006 through December 31, 2006, shipping and handling costs included in selling, general and administrative expenses were approximately $549,000 and $63,000, respectively. For the years ending December 31, 2005 and 2004, such costs approximated $613,000 and $500,000, respectively. All remaining shipping and handling expenses are included as part of net sales and cost of sales.

        Revenue Recognition.    We recognize revenue when (1) persuasive evidence of an arrangement exists, (2) the price is fixed or determinable, (3) delivery has occurred and (4) collectibility is reasonably assured.

        We sell our Surgical Implant Division products through a network of independent sales representatives in the United States, as well as distributors outside the United States. We record revenues from sales made by sales representatives, who are paid commissions upon the ultimate sale of the products, at the time the product is used in a surgical procedure (implanted in a patient) and a purchase order is received from the hospital. We record revenues from sales to customers outside the United States at the time the product is shipped to the distributor. Our international distributors, who sell the products to their customers, take title to the products, have no rights of return and assume the risk for credit and obsolescence. Distributors are obligated to pay us within specified terms, regardless of when they sell the products. In addition, there is no price protection available to distributors.

        We sell our Orthopedic Rehabilitation Division products through a variety of distribution channels. We sell our clinical rehabilitation products to dealers. We record sales at the time the product is shipped to the dealer. Dealers take title to the products, assume credit and product obsolescence risks, must pay within specified periods regardless of when they sell or use the products and have no price protection. For our home therapy products, we recognize wholesale revenue when we ship our products to our wholesale customers. We recognize retail revenue, both rental and purchase, when our product has been dispensed to the patient and the patient's insurance has been verified. For retail products that are sold from our inventories consigned at clinic locations, we recognize revenue when we receive notice that the device has been prescribed and dispensed to the patient and the insurance has been verified or preauthorization from the insurance company has been obtained, when required.

F-9

        We must make estimates of potential future product returns and other allowances related to current period product revenue. To do so, our management analyzes historical returns, current economic trends, and changes in customer demand and contractual terms when evaluating the adequacy of the sales returns and other allowances. Significant management judgment must be used and estimates must be made in connection with establishing the sales returns and other allowances in any accounting period. Provisions for product returns and other allowances are recorded as a reduction to revenue.

        Warranty Costs.    We provide expressed warranties on certain products, principally within our Orthopedic Rehabilitation Division. The warranty periods typically range from one to three years, and provide for customer return rights relative to defective product. At each reporting period, we estimate our warranty obligations based upon historical experience and known product issues, if any.

        Activity in the warranty reserve was as follows (in thousands):

	Successor			Predecessor
	November 4, 2006 through December 31, 2006			January 1, 2006 through November 3, 2006			Year Ended December 31, 2005			Year Ended December 31, 2004
Beginning balance	$	1,275		$	643		$	370		$	419
Amount charged to expense		260			1,354			1,079			501
Reserve associated with the acquisition of Compex		—			318			—			—
Deductions		(187	)		(1,040	)		(806	)		(550	)
Ending balance	$	1,348		$	1,275		$	643		$	370

        Advertising Costs.    We expense advertising costs as they are incurred. For the periods January 1, 2006 through November 3, 2006 and November 4, 2006 through December 31, 2006, advertising costs were approximately $5.6 million and $0.7 million, respectively. For the years ending December 31, 2005 and 2004, such costs were approximately $3.1 million and $2.0 million, respectively.

        Research and Development.    Research and development expenses primarily relate to the technological development and enhancement of reconstructive devices, as well as rehabilitation products. Research and development costs are charged to expense as incurred.

        Income Taxes.    We account for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized and measured using enacted tax rates in effect for the year in which the differences are expected to be recognized. Valuation allowances are established when necessary to reduce deferred tax assets to amounts that are more likely than not to be realized.

        Foreign Currency Translation.    Our foreign subsidiaries use the local currency as their functional currency, which are predominately the Euro, Swiss Franc and the Swedish Krona. Foreign currency assets and liabilities are translated into U.S. dollars using the period-end exchange rate. Revenue and expenses are translated at the weighted average exchange rate during the period. Translation gains and losses are reported in accumulated other comprehensive income. Transaction gains and losses are reported in earnings as realized.

F-10

        Derivatives and Hedging Activities.    We use derivative financial instruments to manage the risk of fluctuations in foreign currency exchange rates and interest rates. We evaluate the amount at risk, risk tolerance, cost of the derivative, and our targeted mix of fixed and floating rates before entering into hedging activities. On occasion we use forward contracts to hedge foreign currency cash flows and interest rate swaps to hedge interest expense. Derivatives are recorded on the balance sheet and measured at fair value. Gains and losses on cash flow hedges that qualify for hedge accounting treatment are reported in accumulated other comprehensive income and are only reported in current income when rate fluctuations of the hedged items are reported. Any ineffective portion of the derivative's change in fair value is directly recognized in current income. We do not enter into derivative instruments for speculative or trading purposes.

        Reclassifications.    The consolidated financial statements and accompanying footnotes reflect certain reclassifications. These reclassifications have no effect on previously reported net income (loss).

        Fair Value of Financial Instruments.    The carrying amounts of our short-term financial instruments, including cash and cash equivalents, accounts receivable and accounts payable, approximate fair values due to their short-term nature. The fair values of our variable rate debt, including borrowings under our Senior Credit Facility, approximate carrying value due to the variable interest rate features on these instruments. We estimate the fair value of our long-term fixed rate notes based on market quotes for notes outstanding. At December 31, 2006, the fair value of our fixed rate notes approximated carrying value.

        Comprehensive Income (Loss).    Comprehensive income (loss) includes net income and other comprehensive income. Other comprehensive income (loss) refers to unrealized gains and losses that are excluded from current earnings and are recorded directly as an adjustment to stockholders' equity/membership equity. These gains and losses often fluctuate before being realized, and are often long-term in nature. The Company's other comprehensive income (loss) is comprised of foreign currency translation adjustments and unrealized interest rate hedge gains and losses, net of tax.

        Self Insurance.    The Company is partially self insured for certain employee health benefits and product liability claims. Accruals for losses are provided based upon claims experience and actuarial assumptions, including provisions for incurred but not reported losses.

        Stock Based Compensation.    RTI maintains a stock option plan and it records expenses attributable to RTI's stock option plan. Effective January 1, 2006, we adopted the Financial Accounting Standards Board's ("FASB") Statement of Financial Accounting Standards No. 123(R) "Share-Based Payment" ("SFAS 123(R)") using the modified prospective method, in which compensation cost was recognized beginning with the effective date (a) based on the requirements of SFAS 123(R) for all share-based payments granted after the effective date and (b) based on the requirements of SFAS 123(R) for all awards granted to employees prior to the effective date of SFAS 123(R) that remain unvested on the effective date.

        As permitted under SFAS No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123"), RTI elected to follow Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25"), and related interpretations in accounting for stock-based awards to employees prior to January 1, 2006. Accordingly, compensation cost for stock options was measured as the excess, if any, of the market price of common stock at the date of grant over the exercise price. Historically, no compensation cost was recognized by RTI under APB 25.

F-11

        Prior to the adoption of SFAS 123(R), RTI presented the tax savings resulting from tax deductions resulting from the exercise of stock options as an operating cash flow, in accordance with Emerging Issues Task Force ("EITF") Issue No. 00-15, "Classification in the Statement of Cash Flows of the Income Tax Benefit Received by a Company upon Exercise of a Nonqualified Employee Stock Option." SFAS 123(R) requires recognition of the tax savings resulting from tax deductions in excess of expense in the financial statements as a financing cash flow.

        With the adoption of SFAS 123(R), RTI elected to amortize stock-based compensation for awards granted on or after the adoption of SFAS 123(R) on January 1, 2006 on a straight-line basis over the requisite service (vesting) period for the entire award. The Successor recognizes stock-based compensation associated with equity awards of RTI granted to employees of the Successor.

        Refer to Note 11 for further discussion.

2.     MERGER TRANSACTION

        On November 3, 2006, an affiliate of Blackstone acquired all of the outstanding shares of capital stock of RTI. Under the terms of the Agreement and Plan of Merger dated June 30, 2006 ("Merger Agreement"), upon the consummation of the Merger, the former stockholders of RTI received an aggregate of $476.8 million in cash (or $16.46 ($6.55 before giving effect to the share adjustments described under Note 10, entitled "Capital Stock and Membership Equity") in cash for each share of common stock of RTI they then held). The Merger was financed through a combination of equity contributed by Blackstone, cash on hand of RTI, borrowings under the senior secured credit facilities, and proceeds from newly issued 11.75% senior subordinated notes due 2014. Upon the closing of the Merger, shares of RTI's common stock ceased to be traded on the NASDAQ Global Market.

        Except for certain options held by executive officers, each outstanding option to purchase common stock of RTI which was vested or which by its terms would have become vested at the effective time of the Merger, was cancelled in exchange for the right to receive, for each share of common stock of RTI issuable upon exercise of such option, cash in the amount equal to the excess, if any, of $16.46 ($6.55 before giving effect to the share adjustments described under Note 10, entitled "Capital Stock and Membership Equity") over the exercise price per share of any such options, multiplied by the number of shares of common stock for which such option was exercisable immediately prior to the effective time of the Merger. Former holders of options to acquire RTI's common stock received an aggregate of $5.7 million in cash in exchange for their options after the effective time of the Merger. Options to acquire shares of common stock of RTI owned by RTI's executive officers that had not been exercised at or prior to the effective time of the Merger continued to remain as outstanding and continue as options to purchase approximately 805,000 shares of RTI's common stock. The fair value of these fully vested options approximated $6.9 million and was recorded as a component of the cost of the acquisition.

        The Merger was accounted for as a purchase under the guidance set forth in Statement of Financial Accounting Standards No. 141 "Business Combinations". In addition, the fair value basis of the acquired assets and assumed liabilities was "pushed down" to the financial statements of RTI, and ultimately to these consolidated financial statements of RTFL. The consolidated statements of operations, changes in stockholders' equity and comprehensive income (loss), and cash flows of RTI are presented through November 3, 2006, the effective date of the Merger (the "Predecessor financial statements"). Thereafter, the related successor consolidated financial statements of RTFL are presented for the period from November 4, 2006 through December 31, 2006 (the "Successor financial

F-12

statements"). There were essentially no operations for Finco or Holdings during the period November 4, 2006 through December 31, 2006.

        The following capitalization and financing transactions occurred in connection with the Merger:

•

Blackstone made a cash equity investment of $357.0 million which was used to acquire a portion of the outstanding shares of common stock and the outstanding options to acquire common stock of RTI;



•

RTFL entered into a New Senior Secured Credit Facility (the "New Senior Credit Facility") that provided for a new senior secured term loan facility of $350.0 million, all of which was borrowed at closing of the Merger, and a new revolving loan facility of $50 million, of which no amount was drawn at the closing of the Merger; and



•

RTFL and Finco, as co-issuers, issued and sold $200.0 million aggregate principal amount of 11.75% senior subordinated notes due 2014 (the "11.75% Notes").

        The proceeds from the capitalization and financing transactions described above were used to:

•

pay cash of approximately $482.5 million to holders of the outstanding share of common stock of RTI and the outstanding stock options of RTI (other than the management rollover options);



•

repay approximately $170.2 million of indebtedness under the existing credit facility (the "Old Senior Credit Facility") and accrued interest thereon of $3.4 million;



•

repurchase $165.0 million aggregate principal amount of 9.75% Notes issued by RTI's subsidiary, Encore Medical IHC, Inc., and pay the related $20.4 million of bond tender premium and consent fees, pursuant to a tender offer and consent solicitation;



•

pay the fees and expenses of the Merger and the related debt financing transactions of approximately $54.0 million and $20.8 million, respectively. Of the approximate $54.0 million fees and expenses related to the Merger, $13.4 million and $1.1 million was expensed as selling, general and administrative expense in our statements of operations, for the period from January 1, 2006 to November 3, 2006 and the period from November 4, 2006 to December 31, 2006, respectively, and $39.5 million, including the $20.4 million bond tender premium and consent fees, were capitalized in purchase accounting and included in the consolidated balance sheet at December 31, 2006. The fees and expenses related to the debt financing transactions have been capitalized as deferred debt issuance costs in the consolidated balance sheet at December 31, 2006 and are being amortized over the terms of the related debt instruments.



•

payment of $5.5 million of bonuses to our executive officers, which were recorded as a selling, general and administrative expense in the Successor statement of operations; and



•

fund the $13.7 million cash portion of the purchase price for the acquisition of Cefar which was completed on November 7, 2006.

        RTI's financial statements for the period from January 1, 2006 through November 3, 2006 reflect certain items related to the closing of the Merger including, but not limited to, the following:

•

recognition by RTI of approximately $7.5 million of stock-based compensation expense associated with the accelerated vesting of stock options which occurred as a result of the change in control in connection with the completion of the Merger;



•

recognition by RTI of approximately $9.2 million of expense for unamortized debt issuance and debt discount costs associated with the Old Senior Credit Facility and the 9.75% Notes;

F-13

•

recognition by RTI of approximately $442,000 of gain due to the termination of an interest rate swap agreements as a result of the repayment of the Old Senior Credit Facility; and



•

recognition by RTI of $13.4 million of costs incurred related to the Merger. Such costs are reflected in selling, general and administrative expenses in the Predecessor's statement of operations for the period from January 1, 2006 to November 3, 2006.

        The total purchase price for the Merger was approximately $528.9 million and consisted of the $482.5 million paid to former equity holders, the $6.9 million related to the fair value of the rollover options, and $39.5 million in direct acquisition costs. The purchase price was allocated to the Company's net tangible and identifiable intangible assets based on their estimated fair values as of November 4, 2006 as set forth below. The excess of purchase price over the net tangible and identifiable intangible assets was recorded as goodwill. The preliminary allocation of the purchase price was based in part upon third party estimates of fair value for certain tangible and intangible assets and upon preliminary data estimates and assumptions that are subject to change (in thousands).

		Fair Value			Useful Life
Current assets		$	209,744
Tangible and other non-current assets			50,175
Liabilities assumed			(527,380	)
In-process research and development			25,200
Identifiable intangible assets
	Technology-based		83,900		7 – 10 years
	Customer based		133,800		11 – 12 years
	Trademarks		92,000		Indefinite
	Non-compete		1,600		1 year
Goodwill			459,933		N/A
Purchase price		$	528,972

        Goodwill represents the excess of the purchase price over the fair value of tangible and identifiable intangible assets acquired and liabilities assumed, and is not tax deductible.

        We are continuing to evaluate restructuring plans associated with the Merger, including the integration of the Compex and Cefar operations. As of December 31, 2006, we have not accrued any restructuring costs associated with the Merger, but anticipate doing so as related costs become estimable.

        The following table shows the unaudited pro forma results of consolidated operations as if the Merger and the acquisition of Compex (Note 16) occurred at the beginning of the immediately preceding periods presented. The unaudited pro forma information should not be relied upon as indicative of the historical results that would have been obtained had the Merger and the Compex acquisition occurred at the beginning of each period presented, or the results that may be obtained in

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the future. The pro forma adjustments include the effect of purchase accounting adjustments, merger expenses, interest expense and the related tax effects, among others (in thousands).

	Unaudited
				Predecessor
	Year ended December 31, 2006			Year ended December 31, 2005
Net sales	$	375,280		$	377,190
Loss from continuing operations before income taxes		(138,143	)		(122,882	)
Net loss from continuing operations		(106,365	)		(92,020	)

3.     RECENT ACCOUNTING PRONOUNCEMENTS

        In February 2006, the FASB issued Staff Position No. FAS 123R-4, "Classification of Options and Similar Instruments Issued as Employee Compensation That Allow for Cash Settlement upon Occurrence of a Contingent Event" ("FSP FAS 123R-4"). FASB Staff Position FSP FAS 123R-4 amends FASB Statement of Financial Accounting Standards (SFAS) 123(R) to require evaluation of the probability of occurrence of a contingent cash settlement event in determining whether the underlying options or similar instruments issued as employee compensation should be classified as liabilities or equity. On the date the contingent event becomes probable of occurring the award must be recognized as a liability. On that date, the company recognizes a share-based liability equal to the portion of the award attributed to past service and any provision for accelerated vesting, multiplied by the fair value of the award on that date. The Merger triggered an acceleration clause in RTI's employee stock option plan which resulted in cash settlement for employee options, and accordingly, RTI expensed the related stock compensation costs in period ended November 3, 2006.

        In July 2006, the FASB issued FASB Interpretation 48, "Accounting for Income Tax Uncertainties" ("FIN 48"). FIN 48 defines the threshold for recognizing the benefits of tax return positions in the financial statements as "more-likely-than-not" to be sustained by the taxing authority. FIN 48 also provides guidance on the derecognition, measurement and classification of income tax uncertainties, along with any related interest and penalties. FIN 48 also includes guidance concerning accounting for income tax uncertainties in interim periods and increases the level of disclosures associated with any recorded income tax uncertainties. FIN 48 is effective for fiscal years beginning after December 15, 2006. The differences between the amounts recognized in the statements of financial position prior to the adoption of FIN 48 and the amounts reported after adoption will be accounted for as a cumulative-effect adjustment. We have not yet determined the impact, if any, of adopting the provisions of FIN 48 on our financial position, results of operations and liquidity.

        In September 2006, the SEC issued Staff Accounting Bulletin No. 108 ("SAB 108") "Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements". SAB 108 is effective for fiscal years ending on or after November 15, 2006, with earlier adoption encouraged. Registrants should quantify errors using both the "rollover" approach (current year statement of operations effect) and "iron curtain" approaches (year end balance sheet effect) and evaluate whether either approach results in quantifying a misstatement that, when all relevant quantitative and qualitative factors are considered, is material. Importantly, if correcting the item in the current year materially affects the current year but yet the item was not material in any prior year, "the prior year financial statements should be corrected, even though such revision previously was and continues to be immaterial to the prior year financial statements". However, in this circumstance, correcting prior year financial statements for immaterial errors does not require amending previously

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filed financial statements—the correction can be made the next time the prior year financial statements are filed. We adopted SAB No. 108 for the year ended December 31, 2006. The adoption of SAB No. 108 did not have a material effect on our results of operations and financial condition.

        In September 2006, the FASB issued Statement No. 157, "Fair Value Measurement" ("FAS 157"). FAS 157 defines fair value, establishes a framework and gives guidance regarding the methods used for measuring fair value, and expands disclosures about fair value measurements. FAS 157 is effective for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. We are currently assessing the impact that FAS 157 will have on our results of operations and financial position.

4.     ACCOUNTS RECEIVABLE

        A summary of activity in our accounts receivable reserves for doubtful accounts and sales returns is presented below (in thousands):

	Successor		Predecessor
	November 4, 2006 through December 31, 2006		January 1, 2006 through November 3, 2006			Year Ended December 31, 2005			Year Ended December 31, 2004
Balance, beginning of period	$	—	$	4,016		$	2,735		$	440
Provision		513		21,763			6,108			2,401
Write-off charges and recoveries		—		(6,610	)		(4,827	)		(106	)
Balance, end of period	$	513	$	19,169		$	4,016		$	2,735

        Included in the December 31, 2006 and 2005 accounts receivable balance are $5.3 million and $929,000 of U.S. income tax receivables, respectively.

5.     INVENTORIES

        Inventories at December 31, 2006 and 2005 consist of the following (in thousands):

	Successor			Predecessor
	December 31, 2006			December 31, 2005
Components and raw materials	$	19,901		$	13,697
Work in process		3,994			5,516
Finished goods		30,431			30,314
Inventory held on consignment		17,332			14,303
		71,658			63,830
Less—inventory reserves		(3,985	)		(7,397	)
	$	67,673		$	56,433

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        In connection with the Merger, the carrying value of the Company's inventory was increased by approximately $7.0 million, which will be amortized through cost of sales over a ten month period based upon the estimated turns of the respective entities' inventory.

        A summary of the activity in our inventory reserve for slow moving, excess, product obsolescence and valuation is presented below (in thousands):

	Successor			Predecessor
	November 4, 2006 through December 31, 2006			January 1, 2006 through November 3, 2006			Predecessor Year Ended December 31, 2005			Year Ended December 31, 2004
Balance, beginning of period	$	—		$	7,397		$	4,993		$	1,887
Provision charged to cost of sales		4,024			8,848			4,810			4,591
Write-offs charged to reserve		(39	)		(2,651	)		(2,406	)		(1,485	)
Balance, end of period	$	3,985		$	13,594		$	7,397		$	4,993

        The write-offs to the reserve were principally related to the disposition of fully reserved inventory.

6.     PROPERTY AND EQUIPMENT, NET

        Property and equipment and consist of the following at December 31, 2006 and 2005 (in thousands):

	Successor				Predecessor
	December 31, 2006			Depreciable lives (years)	December 31, 2006			Depreciable lives (years)
Land	$	1,713		Indefinite	$	1,164		Indefinite
Buildings and improvements		7,537		5 to 25		6,687		5 to 25
Equipment		18,056		3 to 8		17,948		3 to 8
Software		4,741		3 to 5		8,369		3 to 5
Furniture and fixtures		3,803		3 to 8		4,388		3 to 8
Surgical implant instrumentation		7,770		3 to 5		13,581		3 to 5
		43,620				52,137
Less—accumulated depreciation and amortization		(2,369	)			(25,395	)
Property and equipment, net	$	41,251			$	26,742

        Depreciation expense relating to property and equipment was approximately $8.8 million and $2.4 million for the Predecessor period January 1, 2006 through November 3, 2006, and the Successor period November 4, 2006 through December 31, 2006, respectively. Depreciation and amortization expense was $8.7 million and $4.4 million for the year ended December 31, 2005 and 2004, respectively. Depreciation expense above includes amounts associated with surgical implant instruments that we provide to surgeons, free of charge, for use while implanting our products. Instrument depreciation expense is reported as a selling, general and administrative expense and amounted to $1.8 million and $0.4 million for the Predecessor period January 1, 2006 through November 3, 2006, and the Successor period November 4, 2006 through December 31, 2006, respectively. Instrument depreciation expense

F-17

amounted to $1.7 million and $1.2 million for the periods ending December 31, 2005 and 2004, respectively.

7.     GOODWILL AND INTANGIBLE ASSETS

        A summary of the activity in goodwill is presented below (in thousands):

	Successor		Predecessor
	November 4, 2006 through December 31, 2006		January 1, 2006 through November 3, 2006			Year Ended December 31, 2005
Balance, beginning of period	$	—	$	290,255		$	286,231
Adjustment related to resolution of contingencies		—		(173	)		5,958
Goodwill associated with the acquisition of OTI		—		474			6,360
Goodwill associated with the acquisition of Compex		—		43,995			—
Goodwill associated with the Merger		459,933		—			—
Goodwill associated with the acquisition of Cefar		13,173		—			—
Adjustment related to tax benefit associated with stock option exercises		—		(2,016	)		—
Foreign currency translation		2,616		4,986			(8,294	)
Balance, end of period	$	475,722	$	337,521		$	290,255

        During 2005, the purchase price we paid to acquire Empi, Inc. ("Empi") was adjusted to reflect the resolution of two contingencies. The first contingency related to an anticipated closing tax benefit generated by the completion of our Empi acquisition, which resulted in a $6.0 million payment to Empi's former stockholders and option holders. The second contingency related to completion of the audit of Empi's closing date balance sheet that resulted in a return to us of $291,000 of the original acquisition consideration. In addition, we incurred an additional $249,000 in purchase costs. During 2006, the recorded goodwill associated with our acquisition of Empi was adjusted to reflect the resolution of a tax contingency.

        During the first quarter of 2006, we identified $474,000 of additional obsolete inventory related to inventory acquired with our acquisition of Osteoimplant Technologies, Inc., ("OTI") which we recorded as an adjustment to the OTI purchase price as it did not relate to post acquisition activity.

        During the fourth quarter of 2006, we revalued our goodwill associated with the Merger (See Note 2). During the fourth quarters of 2005 and 2004, we reviewed our goodwill and determined that there was no impairment of these assets.

F-18

        Intangibles consisted of the following as of December 31, 2006 (in thousands):

		Successor
		Gross Carrying Amount		Accumulated Amortization			Intangibles, Net
Amortized intangible assets:
	Technology-based	$	85,754	$	(1,990	)	$	83,764
	Customer-based		138,796		(2,045	)		136,751
		$	224,550	$	(4,035	)	$	220,515
Unamortized intangible assets:
	Trademarks						$	95,396
Foreign currency translation								1,331
	Total intangible assets						$	317,242

        In connection with the Merger, we recorded a $25.2 million charge related to acquired in-process research and development ("IPR&D"), which has been recorded in the Successor financial statements. In connection with the acquisition of Compex Technologies, Inc., ("Compex") we recorded a $3.9 million charge related to acquired IPR&D in the Predecessor financial statements for the period ended November 3, 2006.

        Intangibles consisted of the following as of December 31, 2005 (in thousands):

		Predecessor
		Gross Carrying Amount		Accumulated Amortization			Intangibles, Net
Amortized intangible assets:
	Technology-based	$	10,552	$	(2,281	)	$	8,271
	Customer-based		48,011		(4,956	)		43,055
		$	58,563	$	(7,237	)		51,326
Unamortized intangible assets:
	Trademarks							31,768
Foreign currency translation								(716	)
	Total intangible assets						$	82,378

        Our amortizable assets will continue to be amortized over their useful lives ranging from 1 to 12 years.

F-19

        Aggregate amortization expense was approximately $4.0 million, $6.0 million, $5.1 million and $1.6 million for the successor period November 4, 2006 through December 31, 2006, for the predecessor period January 1, 2006 through November 3, 2006, and for the years ended December 31, 2005 and 2004, respectively.

        Our estimated amortization expense for the next five years and thereafter is as follows (in thousands):

Year Ending December 31,
2007	$	26,000
2008		25,000
2009		24,000
2010		24,000
2011		23,000
Thereafter		99,000

        At December 31, 2006, we have goodwill and intangible assets as follows (in thousands):

	Goodwill		Intangibles, net
Orthopedic Rehabilitation Division	$	430,730	$	283,912
Surgical Implant Division		44,992		33,330
Total	$	475,722	$	317,242

8.     ACCRUED EXPENSES

        Accrued expenses at December 31, 2006 and 2005 consist of the following (in thousands):

	Successor		Predecessor
	2006		2005
Accrued wages and related expenses	$	12,807	$	8,913
Accrued interest		8,001		5,346
Accrued commissions and royalties		4,865		4,357
Accrued taxes		2,803		1,602
Accrued restructuring costs		1,735		—
Accrued professional fees		1,804		1,786
Accrued warranties		1,348		643
Deferred revenue		637		540
Other accrued liabilities		3,979		3,754
	$	37,979	$	26,941

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9.     LONG-TERM DEBT AND CAPITAL LEASES

        Long-term debt (including capital lease obligations) at December 31, 2006 and 2005 consists of the following (in thousands):

	Successor 2006			Predecessor 2005
$400 million senior credit facility to a syndicate of financial institutions; composed of a seven-year $350 million term loan and a six-year $50 million revolving credit facility; collateralized by all domestic assets of RTI and pledge of 100% of the capital stock of RTFL, 100% of the capital stock of each domestic subsidiary of RTFL and 65% of the stock of first-tier foreign subsidiaries of RTFL or one of the U.S. subsidiary guarantors; interest at Bank of America's prime rate plus 0.50% or Eurodollar rate adjusted for maximum reserves; $50 million available under the revolving credit facility as of December 31, 2006; term loan subject to quarterly principal payments of 0.25% of outstanding principal balance with the last payment due November 3, 2013; interest rate of 7.87% at December 31, 2006.	$	349,125		$	—
$200 million senior credit facility to a syndicate of financial institutions; composed of a $150 million six-year term loan and a five-year $50 million revolving credit facility; collateralized by all domestic assets of RTI and its domestic subsidiaries and pledge of 66% of the stock of foreign subsidiaries of RTI; interest rate at Bank of America's base rate or the London Interbank Offered Rate (LIBOR), plus an applicable margin determined by, among other things, the ratio of total debt to earnings before interest, taxes, depreciation and amortization (EBITDA). The principal loan balance was paid in full as of November 3, 2006.		—			150,241
$200 million senior subordinated notes payable to institutional investors; interest at 11.75%; interest payable semi-annually on May 15 and November 15 of each year through November 15, 2014; effectively and contractually subordinated to the $400 million senior credit facility.		200,000			—
$165 million senior subordinated notes payable to institutional investors issued at 99.314% of principal amount; less unamortized discount of $1,008 at December 31, 2005; interest at 9.75%; interest payable semi-annually on April 1 and October 1 of each year through October 1, 2012; junior and subordinate to senior credit facility; prepayable at a premium commencing October 1, 2008. The principal loan balance was paid in full as of November 3, 2006.		—			163,992
$2.9 million revolving credit facilities at various European Banks; collateralized by certain of Cefar AB's ("Cefar") assets, interest rates ranging from 4.0% to 6.6%; interest added to outstanding balance quarterly; $654,000 available under the credit facilities as of December 31, 2006.		2,265			—
$2.7 million term loans from various European banks; collateralized by certain of Cefar's assets, interest rates based on various floating market rates; principal payments due quarterly through February 2013; interest rates ranging from of 3.5% to 4.9% at December 31, 2006.		2,037			—
Note payable to a corporation, which is principally owned by an employee of ReAble, in connection with the acquisition of Rehab Med+Equip by Empi in 2002; balance due July 2008; interest at higher of 5% or prime on the first business day of each calendar quarter; interest rate of 8.25% and 6.75% at December 31, 2006 and 2005, respectively.		469			469
European bank loans to finance European working capital; monthly payments through March 2006, variable interest at 5.25% at December 31, 2005.		—			10
Capital lease obligations, collateralized by related equipment.		646			369
		554,542			315,081
Less—current portion		(6,505	)		(7,287	)
Long-term debt and capital lease, net of current portion	$	548,037		$	307,794

F-21

New Senior Secured Credit Facilities

        In connection with the Merger, RTFL and Holdings ("co-issuers") entered into a new senior secured credit facility, ("the New Senior Credit Facility") with Banc of America Securities LLC and Credit Suisse Securities LLC. The New Senior Credit Facility provides senior secured financing of $400.0 million, consisting of a $50.0 million revolving credit facility and a $350.0 million term loan facility. In addition, we are permitted, subject to receipt of additional commitments from participating lenders and certain other conditions, to incur up to an additional $150.0 million of borrowings under the New Senior Credit Facility.

        Interest Rate and Fees.    Borrowings under the New Senior Credit Facility bear interest at a rate equal to an applicable margin plus, at our option, either (a) a base rate determined by reference to the higher of (1) the prime rate of Bank of America and (2) the federal funds rate plus 0.50% or (b) the Eurodollar rate determined by reference to the costs of funds for deposits in U.S. dollars for the interest period relevant to each borrowing adjusted for maximum reserves. The applicable margin for borrowings under the term loan facility and the revolving credit facility may be reduced subject to our attaining certain leverage ratios. In addition to paying interest on outstanding principal under the New Senior Credit Facility, we are required to pay a commitment fee to the lenders under the revolving credit facility in respect of the unutilized commitments thereunder. The initial commitment fee rate was 0.50% per annum. The commitment fee rate may be reduced subject to our attaining certain leverage ratios.

        Prepayments.    The New Senior Credit Facility requires us to prepay outstanding term loans, subject to certain exceptions, with (1) 50% (which percentage will be reduced to 25% and 0% upon our attaining certain leverage ratios) of our annual excess cash flow, (2) 100% of the net cash proceeds above an annual amount to be agreed from non-ordinary course asset sales by Holdings and its subsidiaries, subject to exceptions to be agreed upon, including a 100% reinvestment right if reinvested or committed to reinvest within 15 months of such sale or disposition so long as reinvestment is completed within 180 days thereafter, and (3) 100% of the net cash proceeds from issuances of debt by Holdings and its subsidiaries, other than proceeds from debt permitted to be incurred under the New Senior Credit Facility. The foregoing mandatory prepayments will be applied to the term loan facilities in direct order of maturity. We may voluntarily repay outstanding loans under the New Senior Credit Facility at any time without premium or penalty, provided that voluntary prepayments of Eurodollar loans made on a date other than the last day of an interest period applicable thereto shall be subject to customary breakage costs.

        Amortization.    We are required to pay annual amortization (payable in equal quarterly installments) on the loans under the term loan facility in an amount equal to 1.00% of their funded total principal amount during the first six years and nine months following the closing of the New Senior Credit Facility, with the remaining amount payable at maturity which is seven years from the date of the closing of the New Senior Credit Facility. Principal amounts outstanding under the revolving credit facility are due and payable in full at maturity, which is six years from the date of the closing of the Senior Secured Credit Facilities.

        Guarantee and Security.    All obligations under the New Senior Credit Facility are unconditionally guaranteed by Holdings and each existing and future direct and indirect wholly-owned domestic subsidiary of RTFL, other than immaterial subsidiaries and subsidiaries that are precluded by law or regulation from guaranteeing the obligations (see Note 25).

F-22

        Covenants.    The senior credit facilities contain a number of covenants that, among other things, restrict, subject to certain exceptions, our ability to incur additional indebtedness or issue preferred stock, create liens on assets, enter into sale and leaseback transactions, engage in mergers or consolidations, sell assets, pay dividends and other restricted payments, make investments, loans or advances, make capital expenditures, repay subordinated indebtedness, make certain acquisitions, engage in certain transactions with affiliates, amend material agreements governing our subordinated indebtedness, enter into certain burdensome agreements, change our lines of business and change the status of Holdings as a passive holding company. As of December 31, 2006, we were in compliance with all of these covenants. In addition, the New Senior Credit Facility requires us to maintain a consolidated total debt to Adjusted EBITDA ratio (or total leverage ratio) starting at a maximum of 8.00:1 and stepping down over time to 4.75:1 by the end of 2013 and an Adjusted EBITDA to consolidated interest expense ratio (or interest coverage ratio) starting at a minimum of 1.25:1 and stepping up over time to 1.80:1 by the end of 2013. We are subject to these financial covenants beginning as of the twelve month period ending June 30, 2007.

11.75% Senior Subordinated Notes Payable

        Optional Redemption.    Under the Indenture Agreement (the "Indenture") covering the $200 million senior subordinated notes prior to November 15, 2010 the Company has the option to redeem some or all of the 11.75% Notes for cash at a redemption price equal to 100% of the then outstanding principal balance plus an applicable make-whole premium plus accrued and unpaid interest. Beginning on November 15, 2010, the Company may redeem some or all of the 11.75% Notes at a redemption price of 105.875% of the then outstanding principal balance plus accrued and unpaid interest on the notes. The redemption price decreases to 102.938% and 100.000% of the then outstanding principal balance at November 2010 and November 2011, respectively. Additionally, from time to time, before November 15, 2009, the Company may redeem up to 35% of the 11.75% Notes at a redemption price equal to 111.75% of the principal amount then outstanding, in each case, with proceeds raised, or a direct or indirect parent company raises, in certain equity offerings, as long as at least 65% of the aggregate principal amount of the notes issued remains outstanding.

        Change of Control.    Upon the occurrence of a change of control, the Company will have the right, to repurchase some or all of the 11.75% Notes at 101% of their principal amount, plus accrued and unpaid interest.

        Guarantee.    Under the terms of the Indenture, the Company and certain of its subsidiaries, with the exception of foreign subsidiaries, jointly and severally, and unconditionally guarantee the 11.75% Notes on an unsecured senior subordinated basis (see Note 20).

F-23

        Covenants.    The indenture governing the 11.75% Notes contains a number of covenants that restrict, our ability and the ability of our restricted subsidiaries to incur additional debt or issue certain preferred and convertible shares, pay dividends on, redeem, repurchase or make distributions in respect of our capital stock or make other restricted payments, make certain investments, sell certain assets, create liens on certain assets to secure debt, consolidate, merge, sell or otherwise dispose of all or substantially all of our assets, enter into certain transactions with our affiliates and designate our subsidiaries as unrestricted subsidiaries. As of December 31, 2006, we were in compliance with all applicable covenants. Based upon our adjusted EBITDA to fixed charges ratio at December 31, 2006 our ability to incur additional debt and make restricted payments is restricted, except that we may incur certain debt and make certain restricted payments and certain permitted investments without regard to the ratio, such as our ability to (i) incur up to an aggregate principal amount of $400.0 million under credit facilities, plus the lesser of (a) $50 million and (b) an amount equal to the aggregate amount of our EBITDA for the four fiscal quarters for which internal financial statements are immediately preceding such date times five, with appropriate pro forma adjustments to EBITDA on the date on which such indebtedness is to be incurred less the amount of our secured indebtedness outstanding on the date of such incurrence, (ii) acquire persons engaged in a similar business that becomes restricted subsidiaries and (iii) make other investments having an aggregate fair market value not to exceed 3.5% of Total Assets provided that the Adjusted EBITDA to fixed charges ratio is less than 6.00:1 on a pro forma basis after giving effect to such investment. Fixed charges is defined in the indenture governing the 11.75% Notes as a consolidated interest expense plus all cash dividends or other distributions paid on any series of preferred stock of any restricted subsidiary and all dividends or other distributions accrued on any series of disqualified stock.

Cefar Indebtedness

        In connection with the Cefar acquisition, we assumed $2.9 million of revolving credit facilities and $2.7 million of term loans to various European banks. These amounts are secured by certain Cefar assets. At December 31, 2006, the balances outstanding were $2.3 million for the revolving credit facilities and $2.0 million for the term loans.

Predecessor Debt Extinguishment

        In November 2006, in conjunction with the Merger, we repaid in full all principal amounts then outstanding under our $180.0 million credit facility and our $165.0 million senior subordinated notes payable (the "9.75% Notes"). In connection with the repayment of the 9.75% Notes (the "Old Senior Credit Facility"), we paid an approximate $20.4 million tender premium and consent fees, which has been included as a component of the cost of the Merger. We also accelerated the amortization of the remaining debt issuance and debt discount costs on the outstanding debt which resulted in the recognition of approximately $9.2 million of loss on early extinguishment of debt during the Predecessor period January 1, 2006 through November 3, 2006.

F-24

        At December 31, 2006, the aggregate amounts of annual principal maturities of long-term debt and capital leases for the next five years and thereafter is as follows (in thousands):

Year Ending December 31,
2007	$	6,505
2008		4,520
2009		3,806
2010		3,736
2011		3,705
Thereafter		532,270

Operating Leases

        We lease building space, manufacturing facilities and equipment under non-cancelable operating lease agreements that expire at various dates. In certain instances, the lease agreements provide for tenant leasehold improvement incentives related to construction of improvements to the premises. We record the incentives as deferred rent and amortize as reductions to lease expense over the lease term in accordance with FASB Statement No. 13, "Accounting for Leases (as amended)". The aggregate minimum rental commitments under noncancelable leases for the periods shown at December 31, 2006, are as follows (in thousands):

Year Ending December 31,
2007	$	3,384
2008		2,932
2009		2,440
2010		2,211
2011		1,694
Thereafter		739

        Rental expense under operating leases totaled approximately $2.6 million and $617,000 for the Predecessor period January 1, 2006 through November 3, 2006 and for the Successor period November 4, 2006 through December 31, 2006, respectively. Rent expense was approximately $2.3 million and $1.2 million, for the years ended December 31, 2005 and 2004, respectively. Scheduled increases in rent expense are amortized on a straight line basis over the life of the lease.

        Leased equipment under capital leases, included in property and equipment in the accompanying consolidated financial statements, at December 31, 2006 and 2005 are as follows (in thousands):

	Successor			Predecessor
	December 31, 2006			December 31, 2005
Equipment	$	409		$	647
Furniture and fixtures		266			—
Less—accumulated amortization		(33	)		(285	)
	$	642		$	362

F-25

10.   CAPITAL STOCK AND MEMBERSHIP EQUITY

Successor

        In connection with the Merger, an affiliate of Blackstone acquired all equity interests of RTI for $357.0 million (see Note 2). Simultaneously with this transaction, RTI, through Holdings, acquired all Membership Equity of RTFL. Options to acquire shares of common stock of RTI owned by RTI's executive officers that had not been exercised at or prior to the effective time of the Merger continued to remain as outstanding and continue as options to purchase approximately 805,000 shares of RTI's common stock. The fair value of these fully vested options approximated $6.9 million and was recorded as a component of the cost of the acquisition.

        In connection with the Merger, the Company recomputed the shares of RTI's common stock to reflect the 62.8 to 1 share recomputation such that every 62.8 shares of common stock outstanding prior to the Merger was revalued as 1 share of RTI's common stock. Subsequently, on November 8, 2006, following the closing of the Merger, we effected a 25 for 1 stock split, which resulted in every 1 share of RTI's common stock becoming 25 shares of RTI's common stock. The consolidated financial statements have been retroactively adjusted to reflect these share adjustments for all periods presented.

        On November 7, 2006, we acquired all of the issued and outstanding shares of Cefar for a total of $23.2 million (see Note 17). Of the total purchase price, $9.5 million relates to the issuance of shares of RTI's common stock. The fair value of the common stock issued was determined to be $16.46 per share ($6.55 before giving effect to the share adjustments) based on per share price used in the recently completed Merger.

Predecessor

        On February 24, 2006, we acquired all of the issued and outstanding shares of Compex for a total purchase price of approximately $102.9 million, comprised of 7.3 million shares of RTI common stock valued at $90.0 million, options to purchase 0.9 million shares of common stock valued at $9.3 million, along with $3.6 million in purchase costs (see Note 16). The fair value of the RTI's common stock issued of $90.0 million was determined as $12.39 per share based upon the average closing price of RTI's common stock on the NASDAQ Global Market for the period from two days before to two days after the announcement of the Compex acquisition.

        On October 4, 2004, we issued 3.2 million shares of our common stock to Empi common stockholders and option holders as a component of the purchase price for Empi. These shares were valued at $35.1 million, based on a $11.03 per share average closing price of RTI common stock on the Nasdaq National Market for the period from two days before to two days after the announcement of the Empi acquisition.

        In June 2001, RTI sold approximately 0.5 million shares of common stock at $2.56 per share to certain executives of the Company. In exchange for the common stock, the Company accepted promissory notes from the employees totaling $1.1 million which bear interest at 8% per annum. The promissory notes were initially collateralized by the 0.5 million shares of common stock and are full recourse to the assets of the executives. The notes have been recorded as a component of stockholders' equity in the consolidated balance sheet. In 2005 and 2004, we received $102,000 and $152,000 in note payments. Upon completion of the Merger, the outstanding loans of $846,000 were repaid in full.

F-26

11.   STOCK OPTION PLANS AND STOCK-BASED COMPENSATION

Summary of Plan—Post-Merger

        After the Merger, the Compensation Committee adopted a new 2006 Stock Incentive Plan (the "2006 Plan"). The 2006 Plan provides for the grant of stock options and other stock-based awards to key employees, directors and consultants, including executive officers. The total number of shares that may be issued under the 2006 Plan is 2,500,000 subject to adjustment in certain events. The exercise price of stock options granted under the 2006 Plan will not be less than 100% of the fair market value of the underlying shares on the date of grant, as determined under the 2006 Plan. The pool of shares available under the 2006 Plan may be increased in the event of acquisitions. In addition, RTI also adopted a form of non-statutory stock option agreement (the "Form Option Agreement") for awards under the 2006 Plan. Under the Form Option Agreement, certain stock options will vest over a specified period of time (typically five years) contingent solely upon the awardee's continued employment with the Company. Other stock options will vest over a specified performance period from the grant date upon the achievement of pre-determined performance targets over time, while others vest based upon achieving a pre-determined performance target calculated using EBITDA and an EBITDA Multiple, as defined in the Agreement. The Form Option Agreement includes certain forfeiture provisions upon an awardee's separation from service with the Company. RTFL recorded non-cash compensation expense of $105,000 in the consolidated statement of operations for the period November 4, 2006 to December 31, 2006 associated with the 2006 Plan.

Summary of Plans—Pre-Merger

        Prior to the Merger, RTI had a number of stock option plans. All options granted under these plans were exercisable for shares of common stock in RTI as described below. The stock options granted under these plans were granted at fair value on the date of grant, vest ratably over a predefined period and expire no more than ten years from the date of grant. Non-employee stock compensation expense was approximately $171,000, $160,000 and $135,000 in the predecessor financial statements for the period January 1, 2006 to November 3, 2006 and for the years ended December 31, 2005 and 2004, respectively, which is included in selling, general and administrative expenses in the consolidated statements of operations for the respective periods.

        The 1996 Incentive Stock Plan (the "1996 Plan") provides for the grant of a variety of equity related awards, including, but not limited to, incentive stock options, non-qualified stock options, stock appreciation rights and restricted stock. On February 23, 2006, RTI stockholders approved an amendment to the 1996 Plan increasing the number of shares of common stock authorized for issuance under the 1996 Plan from 1,791,000 to 3,781,000. The 1997 Distributor Advisory Panel Stock Option Plan provided for the grant of stock options to those persons or entities that are our sales representatives and distributors of our products. The 1997 Surgeon Advisory Panel Stock Option Plan provided for the grant of stock options to those surgeons who are serving as members of our surgeon advisory panel. The 2000 Non-Employee Director Stock Option Plan provided for the grant of options to non-employee directors of RTI. The Empi Inc. Individual Option Agreement Plan includes incentive stock options and non-qualified stock options available for grant to those employees of Empi who joined as a result of the acquisition of Empi in 2004.

        In May 2006 we adopted the Old 2006 Plan. Under the Old 2006 Plan, certain employees were eligible to receive equity awards in the form of stock options, stock appreciation rights, restricted stock and other equity based compensation. The Old 2006 Plan also provided the Compensation Committee of the Board of Directors with other alternatives to help reward and retain employees, including stock appreciation rights, restricted stock awards, unrestricted stock, deferred stock awards, and performance

F-27

unit awards. The Old 2006 Plan was intended to replace the 1996 Incentive Stock Plan, which expired on November 2006. No options were ever granted under the Old 2006 Plan.

        During 2004, RTI accelerated the vesting of certain stock options granted to employees under the 1996 Plan that had a per share option exercise price equal to or greater than $18.29. The minimum $18.29 per share exercise price was greater than the closing price of the shares on the Nasdaq Stock Market on the effective date of the acceleration. As a result, options to purchase approximately 308,000 shares of common stock with varying remaining vesting schedules of between four months and thirty-two months, became immediately exercisable. This acceleration was made considering long-term incentive compensation arrangements. Because the exercise price was above the market price, no expense was recorded at the modification date.

        Under the terms of the pre-merger stock option plans, all outstanding options were immediately vested upon the change in control on November 3, 2006, resulting in a charge to the Predecessor statement of operations approximating $7.5 million. The stock option plans in effect prior to the Merger, other than the 1996 Plan, were terminated.

        As part of the Merger, under the 1996 Plan, options to purchase shares of RTI held by certain members of management that were not exercised before the closing of the Merger continued as options, to purchase approximately 805,000 shares of RTI stock having the same intrinsic value of $3.5 million. The continuation options have a weighted average exercise price of $12.22 and became fully vested under the terms of the 1996 Plan as stated above.

Summary of Assumptions and Activity

        The fair value of each option award is estimated on the date of grant using the Black-Scholes-Merton option pricing model for service and performance based awards, and a binomial model for market based awards. In estimating fair value, expected volatilities used by RTI in 2006 are based on the historical volatility of the underlying common stock, and other factors such as implied volatility of traded options. Expected volatility used by RTFL in 2006 was based on the historical volatility of RTI's common stock, and other factors such as implied volatility of traded options of a comparable peer group. In periods prior to January 1, 2006, volatility was estimated based upon historical volatility of RTI common stock. The change in determining the expected volatility assumption in 2006 was based in part upon the guidance provided by the Securities and Exchange Commission in Staff Accounting Bulletin No. 107. The expected life assumptions for all periods were derived from a review of annual historical employee exercise behavior of option grants with similar vesting periods. Expected life is calculated in two tranches based on the employment level defined as management or non-management. The risk-free rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant.

F-28

        The assumptions used to calculate the fair value of options granted are evaluated and revised, as necessary, to reflect market conditions and experience.

	Successor	Predecessor
	November 4, 2006 through December 31, 2006	January 1, 2006 through November 3, 2006	Year Ended December 31, 2005*	Year Ended December 31, 2004*
Dividend Yield	0.0%	0.0%	0.0%	0.0%
Expected volatility	43.7%–60.0%	61.0%	77.2%	90.4%
Risk-free interest rate	4.70%	4.50%–4.80%	4.1%	3.4%
Expected life	2.60–5.70	4.50–5.60	4 yrs	4 yrs

*The assumptions for the years ended December 31, 2005 and 2004 were used to calculate pro-forma compensation expense per SFAS 123 for disclosure purposes only.

        A summary of the activity related to RTI's stock options (adjusted for the stock splits that occurred in connection with the Merger) is presented below:

	Successor			Predecessor
	November 4, 2006 through December 31, 2006			January 1, 2006 through November 3, 2006				Year Ended December 31, 2005				Year Ended December 31, 2004
	Shares	Weighted- Average Exercise Price		Shares		Weighted- Average Exercise Price		Shares		Weighted- Average Exercise Price		Shares		Weighted- Average Exercise Price
Employee Options
Outstanding, beginning of period	—	$	—	1,518,257		$	12.69	1,370,992		$	13.54	465,985		$	7.24
Rollover options	805,150		12.22
Granted	2,239,500		16.46	1,675,594			10.10	358,438			13.37	979,583			14.55
Exercised	—		—	(1,039,937	)		8.49	(28,518	)		7.94	(45,439	)		5.13
Cancelled	—		—	(2,153,914	)		12.69	(182,655	)		13.26	(29,137	)		12.76
Outstanding, end of period	3,044,650		15.34	—				1,518,257			12.69	1,370,992			13.54
Options exercisable at end of period	805,150		12.22	—			—	866,669			12.99	633,024			13.54
Weighted-average fair value of options granted during the year			8.96				9.25				8.06				9.64
Other Than Employee Options
Outstanding, beginning of period	—		—	81,201			11.38	200,586			9.77	289,860			8.99
Granted	—		—	—			—	19,902			16.20	31,445			17.51
Exercised	—		—	(29,853	)		5.55	(35,601	)		3.69	(106,929	)		8.67
Cancelled	—		—	(51,348	)		14.75	(103,686	)		11.93	(13,790	)		11.43
Outstanding, end of period	—		—	—			—	81,201			11.38	200,586			9.77
Options exercisable at end of period	—		—	—			—	61,299			9.70	200,141			9.77
Weighted-average fair value of options granted during the year			—				—				9.62				12.18

F-29

        The following table summarizes information about stock options outstanding at December 31, 2006:

	Options Outstanding						Options Exercisable
Range of Exercise Prices	Number of Shares	Weighted- Average Remaining Contractual Life (Years)	Weighted- Average Exercise Price		Aggregate Intrinsic Value		Number of Shares	Weighted Average Exercise Price		Aggregate Intrinsic Value
$18.29	47,275	7.36	$	18.29	$	—	47,275	$	18.29	$	—
16.46	2,239,500	10.0		16.46		—	—		—		—
12.16–14.19	628,525	8.85		12.26		2,638,947	628,525		12.26		2,638,947
9.80	129,350	7.60		9.80		861,737	129,350		9.80		861,737

        There were no stock option exercises for the period November 4, 2006 through December 31, 2006. The total intrinsic value of options exercised during the Predecessor period January 1, 2006 through November 3, 2006 was $7.5 million. Cash received from stock option exercises was $9.0 million for the period January 1, 2006 through November 3, 2006.

        Total unrecognized stock-based compensation expense, net of estimated forfeitures, related to nonvested stock options was approximately $15.8 million as of December 31, 2006. We anticipate this expense to be recognized over a weighted average period of approximately 5 years.

        The following table summarizes the effect of adopting SFAS 123(R) for the Successor period November 4, 2006 through December 31, 2006 and the predecessor period January 1, 2006 through November 3, 2006:

			Successor			Predecessor
			November 4, 2006 through December 31, 2006			January 1, 2006 through November 3, 2006
Stock-based compensation recognized
	Cost of sales		$	2		$	228
	Selling, general and administrative			102			10,025
	Research and development			1			207
		Total	$	105		$	10,460
Increase in benefit for income taxes			$	(41	)	$	(693	)
Increase in net loss			$	64		$	9,767

F-30

Pro-Forma Disclosure for Years Ended December 31, 2005 and 2004

        If the fair value based method prescribed by SFAS 123(R) had been applied in measuring employee stock compensation expense for the years ended December 31, 2005 and 2004, the pro-forma effect on net income would have been as follows (in thousands):

		Year Ended December 31, 2005			Year Ended December 31, 2004
Net income, as reported		$	12,330		$	5,527
Deduct:	Total stock-based employee compensation expense determined under fair value-based method for all awards, net of related tax effects		(1,291	)		(4,231	)
Net income, pro forma		$	11,039		$	1,296

12.   SEGMENT AND GEOGRAPHIC INFORMATION

        We have two reportable segments as defined by SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information". Our reportable segments are business units that offer different products that are managed separately because each business requires different manufacturing and marketing strategies. The Orthopedic Rehabilitation Division offers non-invasive medical products that are used before and after surgery to assist in the repair and rehabilitation of soft tissue and bone, and to protect against further injury; electrotherapy devices and accessories used to treat pain and restore muscle function; iontophoretic devices and accessories used to deliver medication; clinical therapy tables and traction equipment; and orthotics devices used to treat joint and spine conditions. The Surgical Implant Division sells reconstructive products including knee, hip and shoulder implants.

        Information regarding our reportable business segments is as follows (in thousands):

		Successor		Predecessor
		November 4, 2006 through December 31, 2006		January 1, 2006 through November 3, 2006		Year Ended December 31, 2005		Year Ended December 31, 2004
Net sales:
	Orthopedic Rehabilitation Division	$	50,139	$	253,052	$	239,261	$	104,524
	Surgical Implant Division		7,763		51,331		54,465		43,557
	Consolidated net sales	$	57,902	$	304,383	$	293,726	$	148,081
Gross margin:
	Orthopedic Rehabilitation Division	$	25,336	$	141,891	$	136,057	$	52,151
	Surgical Implant Division		5,842		35,738		42,889		29,988
	Consolidated gross margin	$	31,178	$	177,629	$	178,946	$	82,139

        We allocate resources and evaluate the performance of our segments based on gross margin and therefore have not disclosed certain other items, such as depreciation, operating income, interest and income taxes as permitted by SFAS 131. The accounting policies of the reportable segments are the same as those described in Note 1 to the consolidated financial statements.

F-31

Geographic Area

        Following are our net sales by geographic area (in thousands):

	Successor		Predecessor
	November 4, 2006 through December 31, 2006		January 1, 2006 through November 3, 2006		Year Ended December 31, 2005		Year Ended December 31, 2004
Net sales:
United States	$	41,007	$	234,791	$	230,437	$	124,416
Germany		6,418		31,982		41,161		10,324
Other Europe, Middle East, & Africa		9,286		26,814		8,675		5,297
Asia Pacific		228		6,622		10,338		4,873
Other		963		4,174		3,115		3,171
	$	57,902	$	304,383	$	293,726	$	148,081

        Following are our long-lived assets by geographic area as of December 31, 2006 and 2005 (in thousands):

	Successor		Predecessor
	December 31, 2006		December 31, 2005
United States	$	751,914	$	338,053
Europe		103,135		72,377
	$	855,049	$	410,430

13.   INCOME TAXES

        RTI is the taxpayer in the U.S., while our foreign subsidiaries are subjected to income tax in the applicable local jurisdictions. Although RTFL is not a U.S. taxpayer, pursuant to the provisions of Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes", the tax expense of RTI has been pushed down to the stand alone financial statements of RTFL.

        The components of income (loss) from continuing operations before income taxes for the applicable periods consist of the following (in thousands):

	Successor			Predecessor
	November 4, 2006 through December 31, 2006			January 1, 2006 through November 3, 2006			Year Ended December 31, 2005		Year Ended December 31, 2004
U.S. operations	$	(49,380	)	$	(56,905	)	$	10,788	$	7,173
Foreign operations		(933	)		(551	)		4,760		1,329
	$	(50,313	)	$	(57,456	)	$	15,548	$	8,502

F-32

        The income tax provision (benefit) for the applicable periods consist of the following (in thousands):

		Successor			Predecessor
		November 4, 2006 through December 31, 2006			January 1, 2006 through November 3, 2006			Year Ended December 31, 2005			Year Ended December 31, 2005
Current income taxes:
	U.S. Federal and State	$	27		$	489		$	6,816		$	4,318
	Foreign		59			1,343			2,175			529
Deferred income taxes:
	U.S. Federal and State		(8,474	)		(12,325	)		(2,724	)		(1,518	)
	Foreign		(368	)		(959	)		(206	)		(50	)
		$	(8,756	)	$	(11,452	)	$	6,061		$	3,279

        The difference between the tax expense (benefit) derived by applying the U.S. Federal statutory income tax rate of 35% to net income (loss) and the expense (benefit) recognized in the consolidated financial statements is as follows (in thousands):

		Successor			Predecessor
		November 4, 2006 through December 31, 2006			January 1, 2006 through November 3, 2006			Year Ended December 31, 2005		Year Ended December 31, 2004
Expense (benefit) derived by applying the Federal statutory income tax rate to income (loss) before income taxes		$	(17,609	)	$	(20,110	)	$	5,442	$	2,976
Add (deduct) the effect of:
	State tax provision (benefit), net		(816	)		(1,343	)		453		253
	Nondeductible IPR&D		8,820			1,364			—		—
	Nondeductible transaction costs		1,426			4,750			—		—
	SFAS 123(R), related to incentive stock options		—			2,561			—		—
	Permanent differences and other, net		(577	)		1,326			166		50
		$	(8,756	)	$	(11,452	)	$	6,061	$	3,279

F-33

        The components of deferred income tax assets and liabilities as of December 31, 2006 and 2005 are as follows (in thousands):

			Successor			Predecessor
			2006			2005
Current deferred tax assets (liabilities):
	Inventory		$	7,424		$	3,002
	Receivables			16,027			5,214
	Accrued compensation			691			650
	Other			1,592			672
Current deferred tax assets				25,734			9,538
Non-current deferred tax assets (liabilities):
	Property and equipment			(4,769	)		(1,267	)
	Intangible assets			(115,647	)		(29,996	)
	Net operating loss carryforwards			20,764			882
	Foreign currency translation			(1,789	)		1,422
	Other			(4,506	)		152
	Valuation allowance			(5,285	)		(856	)
Non-current deferred tax liabilities				(111,232	)		(29,663	)
		Net deferred tax liabilities	$	(85,498	)	$	(20,125	)

        As a result of the Merger, we recorded significant acquired intangibles for which no tax basis exists and, as such, a significant deferred tax liability was recorded under purchase accounting. Taxable temporary differences will reverse within the carryforward period for the existing deferred tax assets.

        At December 31, 2006 we maintain approximately $37.3 million net operating loss carryforwards in the U.S., which expire over a period of 5 to 20 years. Our European net operating loss carryforwards of approximately $21.9 million generally are not subject to expiration dates, unless the Company triggers certain events.

        At December 31, 2006 and 2005, we recorded gross deferred tax assets of $46.5 million and $12.3 million and valuation allowances of $5.3 million and $0.9 million respectively. We have recorded a valuation allowance against European net operating loss carryforwards due to uncertainties regarding our ability to realize these deferred tax assets. The majority of the valuation allowance was recorded as an adjustment to goodwill as these loss carryforwards were acquired in connection with the Empi, Compex and Merger transactions (see Notes 14, 16 and 2).

        In connection with the Merger, the Company no longer intends to permanently reinvest in its foreign operations. Accordingly, deferred tax liabilities approximating $5.3 million were recorded in purchase accounting. Subsequent to the Merger, the Company recorded a deferred tax benefit of approximately $0.7 million in the successor period.

14.   ACQUISITION OF EMPI

        On October 4, 2004, we acquired Empi, a privately held Minnesota corporation. The total purchase price of approximately $375.7 million was comprised of approximately $178.5 million payable to the Empi common stockholders and option holders in cash, along with eight million shares of RTI common stock, plus the repayment of approximately $154.9 million of outstanding Empi debt and

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$7.2 million in acquisition costs. We funded the acquisition, which we refer to as the Empi acquisition, with proceeds from the offering of $165 million of the 9.75% Notes, from borrowings under the Old Senior Credit Facility (see Note 9) and from available cash. These proceeds and borrowings were also used to repay substantially all of ReAble's and Empi's existing debt and to pay all the related fees and expenses of the Empi acquisition. The results of Empi have been included within the consolidated statement of operations since the date of acquisition, October 4, 2004.

        The fair value of the common stock issued of $35.1 million was determined as $11.03 per share based upon the average closing price of RTI's common stock on the Nasdaq National Market for the period from two days before to two days after the announcement of the Empi acquisition.

        We determined the fair value for certain of the Empi assets we acquired based upon independent third party appraisals (inventory, fixes assets, and intangible assets). For the remaining Empi assets and liabilities, book value was deemed to approximate fair value due to the nature of the assets and liabilities. The tangible assets we acquired from Empi are being depreciated over their useful lives of two to five years and the acquired intangible assets are being amortized over their estimated useful life, where applicable, using the straight-line method. The following represents our allocation of the aggregate purchase price for the Empi assets:

Asset Class					Wtd. Avg. Useful Life
Current assets		$	78,786
Tangible and other non-current assets			14,367
Liabilities assumed			(58,632	)
Identifiable intangible assets
	Technology-based		6,979		9 years
	Marketing-based		4,345		5 years
	Customer-based		35,749		20 years
	Trademarks		25,348		Indefinite
Goodwill			268,778
Purchase price		$	375,720

        Goodwill represents the excess of the purchase price over the fair value of tangible and identifiable intangible assets acquired and liabilities assumed, and is not tax deductible.

15.   ACQUISITION OF OTI

        On February 22, 2005, we acquired substantially all of the assets of OTI, which included a line of spinal implant products and several total knee and hip implant designs. The total purchase price for the OTI assets of approximately $15.7 million was comprised of approximately $14.5 million payable in cash to OTI and $1.2 million in acquisition costs. We borrowed $14.7 million from our existing line of credit to finance the OTI asset acquisition. We have included the results of OTI in our consolidated statement of operations since the date of acquisition, February 22, 2005.

        The acquisition consideration is subject to adjustment based upon the final balance sheet as of the closing date, which remains the subject of a dispute between the former OTI shareholders and us. We do not anticipate the resolution of the dispute will have a material impact on our financial position or results of operations. Recently the parties concluded an arbitration that resulted in an award of approximately $326,000 to ReAble to reflect a lower inventory value at the date of closing than was originally determined by OTI. We have also been involved in the defense of a patent infringement

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claim against us and OTI, which we recently settled with a payment of $400,000 to the counterparty in exchange for a license to use the related technology. We are also in a related dispute with OTI and its chief executive officer over certain representations and warranties that were made under the Asset Purchase Agreement that governs the OTI acquisition (the "OTI APA"). This dispute is currently the subject of litigation in which each party has asserted certain claims, including our claim for indemnification from the approximately $1.7 million escrow fund that was established pursuant to the OTI APA specifically for the purpose of funding indemnification claims. We have reflected the costs that we have incurred to date related to the litigation for which we believe we are entitled to indemnification as an account receivable. At December 31, 2006, the receivable approximated $1.8 million.

        We determined the fair value for certain of the OTI assets we acquired based upon independent third party appraisals (inventory, fixed assets, and intangible assets). For the remaining OTI assets and liabilities, book value was deemed to approximate fair value due to the nature of the assets and liabilities. The tangible assets we acquired from OTI are being depreciated over their useful lives of two to five years and the acquired intangible assets are being amortized over their estimated useful life, where applicable, using the straight-line method. The following represents our allocation of the aggregate purchase price for the OTI assets:

Asset class					Wtd. Avg. Useful Life
Current assets		$	3,627
Tangible and other non-current assets			1,297
Liabilities assumed			(163	)
Intangible assets
	Technology-based		1,263		6 years
	Customer-based		2,831		7 years
Goodwill			6,834
Purchase price		$	15,689

16.   ACQUISTION OF COMPEX

        On February 24, 2006, pursuant to the terms of a merger agreement dated November 11, 2005, we acquired all of the issued and outstanding shares of Compex, a Minnesota corporation. The total purchase price of approximately $102.9 million was comprised of 7.3 million shares of RTI common stock valued at $90.0 million, options to purchase 0.9 million shares of RTI common stock valued at $9.3 million, along with $3.6 million in purchase costs. We funded the acquisition, which we refer to as the Compex acquisition, with RTI common stock and $25.3 million of borrowings under our revolving credit facility. The results of Compex have been included within our consolidated statement of operations since February 24, 2006, the date of acquisition.

        The fair value of the RTI's common stock issued of $90.0 million was determined as $12.39 per share based upon the average closing price of RTI's common stock on the NASDAQ Global Market for the period from two days before to two days after the announcement of the Compex acquisition.

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        Fair value for certain of the assets acquired (inventory, fixed assets and intangible assets) was estimated based upon independent third party appraisals. For the majority of the remaining assets and liabilities, book value was deemed to approximate fair value due to the nature of the assets and liabilities. The following represents our allocation of the aggregate purchase price for the Compex assets (in thousands):

					Useful Life
Current assets		$	69,129
Tangible and other non-current assets			8,340
Liabilities assumed			(50,244	)
In-process research and development			3,897
Restructuring costs			(848	)
Identifiable intangible assets
	Technology-based		8,213		7 years
	Customer based		14,610		11 years
	Trademarks		5,771		Indefinite
Goodwill			43,995		N/A
Purchase Price		$	102,863

        Included in the liabilities assumed is approximately $17.3 million of Compex debt that we retired upon closing of the Compex acquisition utilizing borrowings under the Old Senior Credit Facility. In addition, $1.1 million has been recorded as a contingent liability relating to litigation against Compex regarding a potential incorrect payment of custom duties and VAT on previously imported goods. On February 6, 2007, a judgment in the dispute with the custom officials was issued by the court. Both sides have appealed the ruling and a final judgment is expected to be received early in 2008. Our current potential liability in the dispute if the custom officials were to prevail is approximately $1.1 million. Therefore, judgment settlement fees of approximately $1.1 million were recorded as an adjustment to the purchase price to increase goodwill during the fourth quarter of 2006.

        During the second quarter of 2006, additional information was obtained regarding the Compex payor mix and its accounts receivable collection rates and trends, which resulted in a change in our estimate of the value of the acquired accounts receivable and a $5.6 million charge to the reserve account. In addition, during December 2006, in conjunction with the completion of a strategic review and assessment of various options related to ongoing efforts to collect the remaining Compex accounts receivable, the decision was made to outsource the collection effort to a third party. Based on collection estimates provided by the third party collection company, in the fourth quarter of 2006, we recorded an additional adjustment to the carrying value of accounts receivable in the amount of $19.8 million. These adjustments resulted in a reduction in our net revenues and gross margin of $11.4 million, a reduction in operating and pre-tax income of $25.4 million, and a reduction of our net income of approximately $15.5 million for the predecessor period January 1, 2006 through November 3, 2006.

        We are continuing our integration plans with respect to the acquired Compex operations. On June 30, 2006, we completed the divestiture of The U.S. consumer product line which we acquired in the Compex acquisition. In addition, we have closed the Compex billing operations located in Tampa, Florida and integrated such operations into our existing operations in Minnesota. Finally, we have closed the Compex corporate headquarters which were located in New Brighton, Minnesota. The operations of the New Brighton facility have been integrated into our existing operations in Minnesota

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and South Dakota. This facility housed all of Compex's corporate activities including administration, finance, sales and marketing, research and development and manufacturing. The restructuring effort included the termination of approximately 225 employees, the vacating of our Tampa facility, and the vacating of our New Brighton facility, which is classified as Held for Sale and included in "Other current assets" on the Successor's consolidated balance sheet.

        A summary of the activity for this restructuring is as follows (in thousands):

	Lease Termination Costs			Severance			Total
Predecessor
Accrual as of December 31, 2005	$	—		$	—		$	—
Compex acquisition costs		391			457			848
Expensed during period		—			751			751
Payments made		—			(124	)		(124	)
Accrual as of November 3, 2006	$	391		$	1,084		$	1,475
Successor
Expensed during period	$	(45	)	$	430		$	385
Payments made		—			(125	)		(125	)
Accrual as of December 31, 2006	$	346		$	1,389		$	1,735

        In the third quarter of 2006, we came to an agreement with the landlord for our Tampa facility that we would be released from the building lease agreement, effective January 31, 2007. Under the terms of the lease termination agreement, we were required to pay lease termination fees and real estate commissions of approximately $346,000.

        During the Predecessor period January 1, 2006 through November 3, 2006, we recorded $457,000 of severance costs associated with the integration of the Compex operations as an addition to goodwill. In addition, we included $751,000 of estimated severance costs within selling, general and administrative expense as the provisions of the applicable severance arrangements required employees to work through their respective termination dates. During the Successor period November 4, 2006 through December 31, 2006, we accrued $430,000 of estimated severance costs within selling, general and administrative expense.

        Pro forma information related to the acquisition of Compex has been presented with pro forma information related to the Merger in Note 2.

17.   ACQUISTION OF CEFAR

        On November 7, 2006, ReAble acquired all of the issued and outstanding shares of Cefar a leading European provider of electrotherapy and rehabilitation devices. Cefar markets electrotherapy devices indicated for chronic pain, for women's health, for electroacupuncture, and for other rehabilitation activities. We plan to combine the operations of Cefar with those of Compex SA, the European subsidiary of Compex. ReAble's strategy for the merged company is to develop both the professional/medical and consumer markets for electro stimulation across Europe and internationally, continuing to trade under both the Cefar and Compex brands. The purchase price of $23.2 million is comprised of the payment of $12.5 million in cash, issuance of shares of RTI's common stock, and payment of $1.2 million of acquisition costs. The fair value of the RTI common stock issued approximated

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$9.5 million, which was determined as $16.46 per share ($6.55 before giving effect to the share adjustments described under Note 10) based on the per share price used in the recently completed Merger. We funded the acquisition with RTI common stock, $10 million of proceeds from our New Senior Credit Facility, and cash on hand. Pursuant to the terms of the acquisition agreement, $0.8 million of the purchase price was placed in escrow subject to final calculations of net working capital and net debt as defined in the acquisition agreement. Additional amounts may be paid to certain of the former stockholders of Cefar if certain EBITDA targets for the combined Cefar-Compex SA entities are met by December 31, 2008. These payments, if any, would be recorded as an increase to the purchase price of Cefar.

        The following represents the preliminary allocation of the aggregate purchase price. Fair value for certain of the assets acquired (inventory, fixed assets and intangible assets) was estimated based upon preliminary evaluations and third party appraisals. For the majority of the remaining assets and liabilities, book value was deemed to approximate fair value due to the nature of the assets and liabilities. The following valuations are preliminary and are subject to change upon our further evaluation of the assets acquired and liabilities assumed (in thousands):

					Wtd. Avg. Useful Life
Current assets		$	10,638
Tangible and other non-current assets			1,036
Liabilities assumed			(10,303	)
Identifiable intangible assets
	Trade names and trademarks		3,396		Indefinite
	Electrotherapy technology		1,854		6 years
	Customer relationships		3,396		10 years
Goodwill			13,173
Purchase Price		$	23,190

        The liabilities assumed includes approximately $3.8 million of indebtedness.

18.   DERIVATIVE INSTRUMENTS

        We make use of debt financing as a source of funds and are therefore exposed to interest rate fluctuation in the normal course of our business. We operate internationally and are therefore exposed to foreign currency exchange rate fluctuations in the normal course of our business. As part of our risk management strategy, we use derivative instruments to hedge portions of our exposure. Before acquiring a derivative instrument to hedge a specific risk, potential natural hedges are evaluated. Derivative instruments are only utilized to manage underlying exposures that arise from our business operations and are not used for speculative purposes. Factors considered in the decision to hedge an underlying market exposure include the materiality of the risk, the volatility of the market, the duration of the hedge, and the availability, effectiveness and cost of derivative instruments.

        The Old Senior Credit Facility, which was repaid on November 2006 was subject to a floating interest rate. We managed the risk of unfavorable movements in interest rates by hedging a portion of the outstanding loan balance. Interest rate swap agreements were entered into in which we pay fixed rate interest on a predetermined amount and receive floating rate interest in return. This reduced the effect of rising interest rates, thereby making interest expense more predictable. As of December 31, 2005, we had two agreements in place, each for a notional amount of $25.0 million, expiring in 2006

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and 2007, respectively. Under these agreements, RTI paid a fixed rate of 3.64% and received a variable rate equal to the current one month Euro dollar rate.

        The fair value of our interest rate swap agreements recorded on the balance sheet as of December 31, 2005 was $761,000 and is recorded in other current and non-current assets. We believe our interest rate swaps were highly effective. Derivative net gains (losses) on our interest rate swap agreements of $520,000, $(181,000) and $(71,000), on a pre-tax basis, were included in interest expense in the period January 1, 2006 through November 3, 2006 and fiscal years 2005 and 2004, respectively. Derivative gains and losses on cash flow hedges that qualify as accounting hedges are reported as accumulated other comprehensive income net of tax, until such time as they are reported in income along with the hedged item. In connection with the Merger, the interest rate swaps discussed above were cancelled, resulting in a realized gain of approximately $442,000, net of tax.

19.   UNAUDITED QUARTERLY CONSOLIDATED FINANCIAL DATA

        The following represents the unaudited quarterly consolidated financial data for the periods presented (in thousands):

	Predecessor											Successor
	Jan 1, 2006 through Apr 1, 2006			April 2, 2006 through Jul 1, 2006			Jul 2, 2006 through Sep 30, 2006		Oct 1, 2006 through Nov 3, 2006			Nov 4, 2006 through Dec 31, 2006
Net sales	$	86,912		$	95,915		$	92,911	$	28,645		$	57,902
Gross margin		51,952			57,904			57,587		10,186			31,178
Operating income (loss)		6,579			7,350			10,557		(47,284	)		(42,147	)
Net income (loss)		(2,524	)		(785	)		754		(44,220	)		(41,634	)

	Predecessor
	For the three months ended
	Apr 2, 2005		Jul 2, 2005		Oct 1, 2005		Dec 31, 2005
Net sales	$	71,559	$	74,429	$	72,726	$	75,012
Gross margin		42,528		45,211		44,917		46,290
Operating income		9,070		10,600		11,570		12,447
Net income		1,593		2,440		5,106		3,191

        Discontinued operations are included in net income and include a $2.4 million gain in the third quarter of 2005.

20.   RELATED PARTY TRANSACTIONS

        In connection with the Merger, we entered into a transaction and monitoring fee agreement with Blackstone Management Partners V L.L.C. ("BMP"). Under this agreement, RTI paid BMP, at the closing of the Merger, an $8.2 million transaction fee (the "Transaction fee"), together with a payment of $0.4 million for related reimbursement of expenses, and a $3.0 million advisory fee (the "M&A fee"), in consideration of BMP providing certain strategic and structuring, advice and assistance. The Transaction fee and related expenses were considered costs of the Merger and related debt offerings, and thus, were allocated to goodwill and debt issuance costs, respectively, based upon an estimated level of effort of BMP. The M&A fee was considered a cost of the Merger, and accordingly, is included

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in goodwill on the balance sheet at December 31, 2006. In addition, under this agreement, BMP (including through its affiliates) has agreed to provide certain monitoring, advisory and consulting services to ReAble for an annual monitoring fee equal to $3.0 million. At the closing of the Merger, ReAble paid an initial monitoring fee of $3.0 million in respect of the period from the closing date of the Merger to December 31, 2006. This fee was expensed in selling, general and administrative expenses in the period November 4, 2006 to December 31, 2006. At any time in connection with or in anticipation of a change of control of RTI, a sale of all or substantially all of RTI's assets or an initial public offering of common stock of RTI or its successor, BMP may elect to receive, in lieu of remaining annual monitoring fee payments, a single lump sum cash payment equal to the then-present value of all then-current and future annual monitoring fees payable under the transaction and monitoring fee agreement, assuming a hypothetical termination date of the agreement to be the twelfth anniversary of such election. The transaction and monitoring fee agreement will continue until the earlier of the twelfth anniversary of the date of the agreement or such date as RTI and BMP may mutually determine. RTI will agree to indemnify BMP and its affiliates, directors, officers, employees, agents and representatives from and against all liabilities relating to the services contemplated by the transaction and monitoring fee agreement and the engagement of BMP pursuant to, and the performance of BMP and its affiliates of the services contemplated by, the transaction and monitoring fee agreement.

        On October 4, 2004, we paid Galen Advisors LLC, an affiliate of one of our greater than 10% RTI stockholders at the time, $1 million as a consulting fee in connection with our acquisition of Empi. This payment resulted from a consulting agreement with Galen Advisors LLC, which we entered into in November 2003. Under the terms of this agreement, Galen Advisors LLC assisted us in identifying, negotiating and consummating strategic acquisitions. We agreed to pay a fee of $1 million for these services immediately following the closing, if any, of one or more merger or acquisition transactions with a purchase price equal to or in excess of $25 million in the aggregate. This consulting agreement terminated upon the payment of this fee. The fee was recorded as a component of the Empi acquisition costs.

21.   DISCONTINUED OPERATIONS

        We account for our discontinued operations under the provisions of SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." Accordingly, we classified results of operations and the related charges for discontinued operations as "Income from discontinued operations, net of tax" in the accompanying Consolidated Statements of Operations. We reclassified assets and liabilities of the discontinued operations and reflected them on the accompanying Consolidated Balance Sheets as "Assets of discontinued operations" and "Liabilities of discontinued operations." For comparative purposes, we restated all prior periods presented to reflect the reclassifications on a consistent basis.

        On August 8, 2005, we completed the sale of our orthopedic soft goods product line to dj Orthopedics, LLC ("dj"). The assets, which were previously included in our Orthopedic Rehabilitation Division that were sold under the asset purchase and sale agreement included bracing, splinting and patient safety products, for which we received a cash payment of $9.5 million. Under the terms of our existing credit facility, we elected to make a $7.1 million principal payment using the net cash proceeds from the sale to dj of the pledged assets which formerly constituted our orthopedic soft goods product line. We recorded a gain on the disposal of discontinued operations of approximately $2.4 million. The gain represented $9.3 million of net proceeds from the soft goods asset sale offset by (i) $4.9 million book value of assets sold, (ii) $400,000 of liabilities incurred in connection with the sale and (iii) $1.6 million of income tax expense.

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        On June 30, 2006, we completed the sale of our Slendertone® U.S. consumer product line ("U.S. Consumer product line") for a purchase price of $2.35 million, plus the cost of inventory acquired. The assets sold were previously included in our Orthopedic Rehabilitation Division and comprised our entire Slendertone consumer product inventory and all of our rights to distribute Slendertone products in the United States. As part of this transaction the buyer had approximately 120 days to pay us for the value of the inventory. In addition, per the Transaction Services Agreement consummated on June 8, 2006, we provided transition support for the Slendertone business in the U.S. through December 31, 2006. We used the net proceeds from this sale to invest in our core Surgical Implant and Orthopedic Rehabilitation businesses.

        For accounting purposes, the operating results of the U.S. Consumer product line and the soft goods product line have been classified as discontinued operations in the consolidated statements of operations for all periods.

        Discontinued operations are as follows (in thousands):

	Successor			Predecessor
	November 4, 2006 through December 31, 2006			January 1, 2006 through November 3, 2006			Year Ended December 31, 2005		Year Ended December 31, 2004
Net sales	$	—		$	3,701		$	8,709	$	15,457
Income (loss) from operations		(63	)		(1,008	)		1,142		1,129
Income (loss) before income taxes from discontinued operations		(63	)		(1,008	)		879		649
Income tax expense (benefit)	$	(25	)	$	(394	)	$	341	$	250

        As of December 31, 2006, current assets are primarily composed of accounts receivable. At December 31, 2005, current assets were primarily composed of accounts receivable and current liabilities were composed of accounts payable.

22.   COMMITMENTS AND CONTINGENCIES

Litigation

        In October 2004, we reached a settlement of an outstanding patent litigation matter. As part of the settlement we entered into a product license agreement with the plaintiff and paid certain past royalties involving a portion of our hip implant product line. The initial payment under the product license agreement was $750,000, which included amounts related to the past royalties, as well as settlement cost. We recorded the entire amount in selling, general and administrative expenses during the third quarter of 2004.

        Approximately $1.1 million has been recorded as a contingent liability and an adjustment to goodwill relating to litigation against Compex regarding a potential incorrect payment of custom duties and VAT on previously imported goods. On February 6, 2007, a judgment in the dispute with the custom officials was issued by the court. Both sides have appealed the ruling and a final judgment is expected to be received early in 2008.

        The manufacturing and marketing of orthopedic medical products entails risk of product liability. From time to time, we have been, and currently we are, subject to product liability claims and litigation. In the future, we may again be subject to additional product liability claims, which could have

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a negative impact on our business. We currently carry product liability insurance up to a limit of $20 million, subject to an aggregate self-insurance deductible of $750,000. Our insurance policy is subject to annual renewal. We believe our current product liability insurance coverage is adequate. If a product liability claim or series of claims is brought against us for uninsured liabilities or in excess of our insurance coverage, our business could suffer materially and cause our stock price to fall. In addition, as a result of a product liability claim, we may have to recall some of our products, which could result in significant costs to us. During the Predecessor period ended November 3, 2006, we recorded a provision for incurred but not reported product liability claims of approximately $2.1 million based upon claim experience. Such charge was included within cost of sales on the Predecessor statement of operations.

        On July 7, 2006, a purported class action complaint, Louis Dudas et al. v. Encore Medical Corporation et al.,was filed against RTI and its directors in the District Court of Travis County, Texas, 345th Judicial District("the Texas Action"). On July 18, 2006, a second purported class action complaint, Robert Kemp et al. v. Alastair J. Clemow et al. (the "Delaware Action") was filed by a putative stockholder of RTI in the Court of Chancery of the State of Delaware, New Castle County, against RTI and its directors. Blackstone, and Grand Slam Holdings, LLC were also named as defendants in the Delaware Action.

        The Texas Action is in preliminary stages and we cannot presently predict the outcome of the lawsuit, although we believe it is without merit. The Delaware Action was dismissed by the plaintiffs in February 2007 with no liability accruing to RTI or the other defendants.

        The Texas Action complaint alleges that RTI's directors breached their fiduciary duties by, inter alias, agreeing to an allegedly inadequate acquisition price in connection with the Merger. The complaint seeks, among other things, to rescind any actions that have already been taken to consummate the Merger; rescissory damages; and the plaintiffs' reasonable costs and attorneys' fees and expert fees.

        We have not been subject to any governmental audits or claims documentation requests that have resulted in the identification of any material deficiencies with respect to our billing operations. We have been subject to periodic audits of our compliance with federal requirements for our facilities and related quality and manufacturing processes. As a result, the FDA has informed us that they believe that certain discrete processes related to our Surgical Implant Division did not conform with Current Good Manufacturing Practices ("CGMP"). We have been working with the FDA to resolve all outstanding issues they have identified in the past as a result of their audits regarding QSR and CGMP compliance. These items have not caused any material adverse effect on us to date and we do not believe the resolution of these issues will have a material adverse effect on us in the future. However, if the FDA does not agree with us with respect to the resolution of these issues, our financial position and results of operations could be materially impacted.

Commitments

        As of December 31, 2006, we had entered into purchase commitments for inventory, capital acquisitions and other services totaling approximately $60.0 million in the ordinary course of business. This amount includes our obligation to purchase $11.6 million from Medireha, which is 50% owned by us, through 2009 under a distribution agreement granting us exclusive rights to the distribution of products that Medireha manufactures. Also included is a $1.2 million commitment to a manufacturer in Taiwan to purchase PC boards for our existing and new electrotherapy lines for our Orthopedic

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Rehabilitation Division. In addition, $36.0 million is included for annual monitoring fees to be paid to Blackstone.

        The following table summarizes our contractual obligations as of December 31, 2006 associated with our purchase and service obligations for the next five years and thereafter (in thousands):

Year Ending December 31,
2007	$	20,563
2008		7,561
2009		4,891
2010		3,000
2011		3,000
Thereafter		21,000

23.   EMPLOYEE BENEFIT PLANS

        We have a qualified defined contribution plan, which allows for voluntary pre-tax contributions by employees. We pay all general and administrative expenses of the plan and may make contributions to the plan. We made matching contributions of approximately $1.2 million and $698,000, to the plans for the years ended December 31, 2005 and 2004, respectively, based on 50% of the first 6% of employee contributions. We also made matching contributions of approximately $1.2 million and $190,000 to the plans for the period January 1, 2006 to November 3, 2006 and for the period November 4, 2006 to December 31, 2006, respectively.

24.   SUBSEQUENT EVENTS

        On March 26, 2007, we sold the Cyclone product line, which was part of our spinal implant product line, to Zimmer Spine, Inc. for total consideration of $2.0 million.

        On March 26, 2007, we sold our New Brighton, Minnesota building for total gross proceeds of $2.7 million. This facility was made available as a result of the integration of Compex into Empi following the Compex acquisition in February 2006.

25.   SUPPLEMENTAL GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

        On November 3, 2006, in connection with the Merger, RTFL and its direct wholly-owned subsidiary, Finco, issued $200.0 million aggregate principal amount of the 11.75% Notes. Finco was formed solely to act as a co-issuer of the 11.75% Notes, has only nominal assets and does not conduct any operations. The indenture governing the 11.75% Notes generally prohibits Finco from holding any assets, becoming liable for any obligations, or engaging in any business activity. The 11.75% Notes are jointly and severally, fully and unconditionally guaranteed, on an unsecured senior subordinated basis by all of the RTFL's domestic subsidiaries (other than the co-issuer) that are 100% owned, directly or indirectly, by RTFL (the "Guarantors"). Our foreign subsidiaries (the "Non-Guarantors"), do not guarantee the notes. The Guarantors also unconditionally guarantee the New Senior Credit Facility.

        The following tables present the financial position, results of operations and cash flows of RTFL, the Guarantors, the Non-Guarantors and Eliminations as of December 31, 2006 and for the period from November 4, 2006 to December 31, 2006. In addition, the following tables present the financial position, results of operations and cash flows of the Predecessor, the Guarantors, the Non-Guarantors, and Eliminations as of December 31, 2005 and for the period from January 1, 2006 to November 3,

F-44

2006, and for the years ended December 31, 2005 and 2004. The Guarantors in the tables relating to the Predecessor period, include EMIHC, a previously wholly owned direct subsidiary of RTFL which was liquidated on December 31, 2006. EMIHC was the borrower under the Old Credit Facility which was fully repaid in connection with the Merger and the issuer of the 9.75% Notes, which was repurchased pursuant to a tender offer in connection with the Merger.

F-45

ReAble Therapeutics Finance LLC and Subsidiaries

Condensed Consolidating Balance Sheet
As of December 31, 2006
(Successor)
(in thousands)

			RTFL		Guarantors			Non- Guarantors		Eliminations			Consolidated
Assets
Current assets:
	Cash and cash equivalents		$	12	$	22,650		$	9,017	$	—		$	31,679
	Accounts receivable, net			—		55,854			18,301		—			74,155
	Inventories, net			—		58,707			9,188		(222	)		67,673
	Deferred tax assets			—		21,598			4,282		(146	)		25,734
	Prepaid expenses and other current assets			21		5,462			483		—			5,966
	Assets of discontinued operations			—		380			—		—			380
		Total current assets		33		164,651			41,271		(368	)		205,587
Property and equipment, net				—		35,141			8,157		(2,047	)		41,251
Goodwill				—		414,079			61,643		—			475,722
Intangible assets, net				—		281,992			35,250		—			317,242
Investment in subsidiaries				387,419		(41,601	)		47,731		(393,549	)		—
Intercompany receivable				287,144		—			—		(287,144	)		—
Other non-current assets				19,940		762			132		—			20,834
		Total assets	$	694,536	$	855,024		$	194,184	$	(683,108	)	$	1,060,636
Liabilities, Minority Interests and Membership Equity
Current liabilities:
	Current portion of long-term debt and capital leases		$	3,500	$	332		$	2,673	$	—		$	6,505
	Accounts payable			—		13,455			5,440		—			18,895
	Accrued expenses			7,909		17,607			12,463		—			37,979
		Total current liabilities		11,409		31,394			20,576		—			63,379
Long-term debt and capital leases, net of current portion				545,625		783			1,629		—			548,037
Deferred tax liabilities				—		99,152			12,080		—			111,232
Intercompany payable				—		192,819			94,325		(287,144	)		—
Other non-current liabilities				—		1,871			—		—			1,871
		Total liabilities		557,034		326,019			128,610		(287,144	)		724,519
Minority interests				—		—			909		—			909
Membership equity				137,502		529,005			64,665		(395,964	)		335,208
		Total liabilities, minority interests and membership equity	$	694,536	$	855,024		$	194,184	$	(683,108	)	$	1,060,636

F-46

ReAble Therapeutics Finance LLC and Subsidiaries

Condensed Consolidating Balance Sheet
As of December 31, 2005
(Predecessor)
(in thousands)

			RTI		Guarantors		Non- Guarantors			Eliminations			Consolidated
Assets
Current assets:
	Cash and cash equivalents		$	308	$	13,588	$	3,304		$	—		$	17,200
	Accounts receivable, net			—		48,589		5,220			—			53,809
	Inventories, net			—		53,668		2,719			46			56,433
	Deferred tax assets			—		9,538		—			—			9,538
	Prepaid expenses and other current assets			1,108		3,345		160			—			4,613
	Assets of discontinued operations			—		14		—			—			14
		Total current assets		1,416		128,742		11,403			46			141,607
Property and equipment, net				—		23,113		5,952			(2,323	)		26,742
Goodwill				—		236,892		53,363			—			290,255
Intangible assets, net				—		67,047		15,331			—			82,378
Investment in subsidiaries				55,078		247,635		—			(302,713	)		—
Intercompany receivable				110,924		157,393		—			(268,317	)		—
Other non-current assets				—		11,055		—			—			11,055
		Total assets	$	167,418	$	871,877	$	86,049		$	(573,307	)	$	552,037
Liabilities, Minority Interests and Stockholders' Equity
Current liabilities:
	Current portion of long-term debt and capital leases		$	—	$	7,277	$	10		$	—		$	7,287
	Accounts payable			82		10,718		1,020			—			11,820
	Accrued expenses			—		22,053		4,888			—			26,941
	Liabilities of discontinued operations			—		295		—			—			295
		Total current liabilities		82		40,343		5,918			—			46,343
Long-term debt and capital leases, net of current portion				—		307,794		—			—			307,794
Deferred tax liabilities				—		23,426		6,150			87			29,663
Intercompany payable				—		188,047		80,270			(268,317	)		—
Other non-current liabilities				—		460		—			—			460
		Total liabilities		82		560,070		92,338			(268,230	)		384,260
Minority interests				—		—		670			—			670
Stockholders' equity				167,336		311,807		(6,959	)		(305,077	)		167,107
Total liabilities, minority interests and stockholders' equity			$	167,418	$	871,877	$	86,049		$	(573,307	)	$	552,037

F-47

ReAble Therapeutics Finance LLC and Subsidiaries

Condensed Consolidating Statement of Operations
For the Successor Period November 4, 2006 through December 31, 2006
(in thousands)

		RTFL			Guarantors			Non- Guarantors			Eliminations			Consolidated
Net sales		$	—		$	43,556		$	14,626		$	(280	)	$	57,902
Cost of sales			—			18,896			8,113			(285	)		26,724
	Gross margin		—			24,660			6,513			5			31,178
Operating expenses:
	Selling, general and administrative		1,088			37,378			6,731			—			45,197
	Research and development		—			27,377			751			—			28,128
Operating loss			(1,088	)		(40,095	)		(969	)		5			(42,147	)
Other income (expense):
	Interest income		2,517			751			43			(2,999	)		312
	Interest expense		(8,560	)		(2,776	)		(274	)		2,999			(8,611	)
	Other income (expense), net		(34,503	)		87			46			34,503			133
Loss from continuing operations before income taxes and minority interests			(41,634	)		(42,033	)		(1,154	)		34,508			(50,313	)
Benefit for income taxes			—			(8,513	)		(243	)		—			(8,756	)
Minority interests			—			—			39			—			39
Loss from continuing operations			(41,634	)		(33,520	)		(950	)		34,508			(41,596	)
Discontinued operations:
	Loss from discontinued operations, net of tax		—			(38	)		—			—			(38	)
Net loss		$	(41,634	)	$	(33,558	)	$	(950	)	$	34,508		$	(41,634	)

F-48

ReAble Therapeutics Finance LLC and Subsidiaries

Condensed Consolidating Statement of Operations
For the Predecessor Period January 1, 2006 through November 3, 2006
(in thousands)

		RTFL			Guarantors			Non- Guarantors			Eliminations			Consolidated
Consolidated
Net sales		$	—		$	256,744		$	49,579		$	(1,940	)	$	304,383
Cost of sales			—			106,733			21,984			(1,963	)		126,754
	Gross margin		—			150,011			27,595			23			177,629
Operating expenses:
	Selling, general and administrative		—			161,867			23,788			—			185,655
	Research and development		—			11,482			3,290			—			14,772
Operating income (loss)			—			(23,338	)		517			23			(22,798	)
Other income (expense):
	Interest income		—			14,741			113			(14,327	)		527
	Interest expense		—			(40,077	)		(258	)		14,327			(26,008	)
	Other income (expense), net		(46,776	)		(24,293	)		(926	)		71,972			(23	)
	Loss on early extinguishment of debt		—			(9,154	)		—			—			(9,154	)
Loss from continuing operations before income taxes and minority interests			(46,776	)		(82,121	)		(554	)		71,995			(57,456	)
Provision (benefit) for income taxes			—			(12,263	)		752			59			(11,452	)
Minority interests			—			—			158			—			158
Loss from continuing operations			(46,776	)		(69,858	)		(1,464	)		71,936			(46,162	)
Discontinued operations:
	Loss from discontinued operations, net of tax		—			(614	)		—			—			(614	)
Net loss		$	(46,776	)	$	(70,472	)	$	(1,464	)	$	71,936		$	(46,776	)

F-49

ReAble Therapeutics Finance LLC and Subsidiaries

Condensed Consolidating Statement of Operations

Year Ended December 31, 2005
(Predecessor)
(in thousands)

		RTI		Guarantors			Non- Guarantors			Eliminations			Consolidated
Net sales		$	—	$	261,487		$	41,002		$	(8,763	)	$	293,726
Cost of sales			—		104,669			18,839			(8,728	)		114,780
	Gross margin		—		156,818			22,163			(35	)		178,946
Operating expenses:
	Selling, general and administrative		—		110,276			15,406			—			125,682
	Research and development		—		8,497			1,080			—			9,577
Operating income			—		38,045			5,677			(35	)		43,687
Other income (expense):
	Interest income		2		20,865			124			(20,598	)		393
	Interest expense		—		(49,107	)		—			20,598			(28,509	)
	Other income (expense), net		12,558		31,902			(1,041	)		(43,442	)		(23	)
Income from continuing operations before income taxes and minority interests			12,560		41,705			4,760			(43,477	)		15,548
Provision for income taxes			—		4,032			1,956			73			6,061
Minority interests			—		—			140			—			140
Income from continuing operations			12,560		37,673			2,664			(43,550	)		9,347
Discontinued operations:
	Gain on disposal of discontinued operations, net of tax		—		2,445			—			—			2,445
	Income from discontinued operations, net of tax		—		538			—			—			538
Net income		$	12,560	$	40,656		$	2,664		$	(43,550	)	$	12,330

F-50

ReAble Therapeutics Finance LLC and Subsidiaries

Condensed Consolidating Statement of Operations

Year Ended December 31, 2004
(Predecessor)
(in thousands)

		RTI			Guarantors			Non- Guarantors			Eliminations			Consolidated
Net sales		$	—		$	138,779		$	11,372		$	(2,070	)	$	148,081
Cost of sales			—			61,957			5,869			(1,884	)		65,942
	Gross margin		—			76,822			5,503			(186	)		82,139
Operating expenses:
	Selling, general and administrative		3			56,580			3,713			—			60,296
	Research and development		—			6,974			302			—			7,276
Operating income			(3	)		13,268			1,488			(186	)		14,567
Other income (expense):
	Interest income		240			189			—			—			429
	Interest expense		—			(6,893	)		(175	)		—			(7,068	)
	Other income (expense), net		10,709			10,603			16			(20,754	)		574
Income from continuing operations before income taxes and minority interests			10,946			17,167			1,329			(20,940	)		8,502
Provision for income taxes			—			2,860			489			(70	)		3,279
Minority interests			—			—			95			—			95
Net income from continuing operations			10,946			14,307			745			(20,870	)		5,128
Discontinued operations:
Income from discontinued operations, net of tax			—			399			—			—			399
Net income		$	10,946		$	14,706		$	745		$	(20,870	)	$	5,527

F-51

ReAble Therapeutics Finance LLC and Subsidiaries

Condensed Consolidating Statement of Cash Flows

For the Successor Period November 4, 2006 through December 31, 2006
(in thousands)

			RTFL			Guarantors			Non Guarantors			Eliminations			Consolidated
OPERATING ACTIVITIES:
Net loss			$	(41,634	)	$	(33,558	)	$	(950	)	$	34,508		$	(41,634	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
	Depreciation			—			1,721			627			21			2,369
	Amortization of intangibles			—			3,608			427			—			4,035
	Amortization of debt issuance costs			654			—			—			—			654
	Stock-based compensation			—			105			—			—			105
	Asset impairment			—			1,282			134			(188	)		1,228
	Deferred income taxes			—			(8,427	)		(415	)		—			(8,842	)
	Non-cash income from subsidiaries			34,503			(259	)		—			(34,244	)		—
	Provision for bad debt expense and sales returns			—			492			21			—			513
	Inventory reserves			—			4,011			13			—			4,024
	Minority interests			—			—			39			—			39
	In process research and development			—			25,200			—			—			25,200
	Net effect of discontinued operations			—			457			—			—			457
Changes in operating assets and liabilities, net of acquisitions: acquired assets and liabilities:
	Accounts receivable			—			6,658			18			—			6,676
	Inventories			—			(1,721	)		1,726			(161	)		(156	)
	Prepaid expenses, other assets and liabilities			(21	)		1,725			323			—			2,027
	Accounts payable and accrued expenses			1,631			(12,691	)		(1,464	)		—			(12,524	)
		Net cash provided by (used in) operating activities		(4,867	)		(11,397	)		499			(64	)		(15,829	)
INVESTING ACTIVITIES:
	Acquisition of businesses, net of cash acquired			—			—			(13,008	)		—			(13,008	)
	Acquisition of ReAble Therapeutics, Inc.			—			(522,072	)		—			—			(522,072	)
	Purchases of property and equipment			—			(1,046	)		(349	)		64			(1,331	)
		Net cash used in investing activities		—			(523,118	)		(13,357	)		64			(536,411	)
FINANCING ACTIVITIES:
	Investment by Parent			—			357,000			—			—			357,000
	Intercompany			(523,428	)		508,702			14,726			—			—
	Proceeds from long-term obligations			550,000			—			370			—			550,370
	Payments on long-term obligations			(875	)		(335,238	)		—			—			(336,113	)
	Payment of debt issuance costs			(20,818	)		—			—			—			(20,818	)
		Net cash provided by financing activities		4,879			530,464			15,096			—			550,439
	Effect of exchange rate changes on cash and cash equivalents			—			850			(550	)		—			300
	Net increase (decrease) in cash and cash equivalents			12			(3,201	)		1,688			—			(1,501	)
Cash and cash equivalents at beginning of period				—			25,851			7,329			—			33,180
Cash and cash equivalents at end of period			$	12		$	22,650		$	9,017		$	—		$	31,679

F-52

ReAble Therapeutics Finance LLC and Subsidiaries

Condensed Consolidating Statement of Cash Flows

For the Predecessor Period January 1, 2006 through November 3, 2006
(in thousands)

			RTI			Guarantors			Non Guarantors			Eliminations			Consolidated
OPERATING ACTIVITIES:
Net loss			$	(46,776	)	$	(70,472	)	$	(1,464	)	$	71,936		$	(46,776	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
	Depreciation			—			6,471			2,804			(436	)		8,839
	Amortization of intangibles			—			4,150			1,815			—			5,965
	Amortization of debt issuance costs			—			1,765			—			—			1,765
	Loss on early extinguishment of debt			—			9,154			—			—			9,154
	Non-cash interest expense			—			91			—			—			91
	Stock-based compensation			—			10,631			—			—			10,631
	Asset impairment and loss on disposal of assets			—			321			317			(250	)		388
	Deferred income taxes			335			(12,856	)		(822	)		59			(13,284	)
	Non-cash income from subsidiaries			46,777			25,474			—			(72,251	)		—
	Provision for bad debt expense and sales returns			—			21,604			159			—			21,763
	Inventory reserves			—			8,758			90			—			8,848
	Excess tax benefit associated with stock option exercises			—			(2,543	)		—			—			(2,543	)
	Minority interests			—			—			158			—			158
	In-process research and development			—			2,103			1,794			—			3,897
	Net effect of discontinued operations			—			5,155			—			—			5,155
	Changes in operating assets and liabilities, net of acquisitions: acquired assets and liabilities:
	Accounts receivable			—			(1,831	)		2,387			—			556
	Inventories			—			(11,742	)		294			429			(11,019	)
	Prepaid expenses, other assets and liabilities			3,299			(62	)		(108	)		—			3,129
	Accounts payable and accrued expenses			1,215			10,869			(2,126	)		—			9,958
		Net cash provided by (used in) operating activities		4,850			7,040			5,298			(513	)		16,675
INVESTING ACTIVITIES:
	Acquisition of businesses, net of cash acquired			—			(3,639	)		2,547			—			(1,092	)
	Acquisition of intangible assets			—			(110	)		(134	)		—			(244	)
	Purchases of property and equipment			—			(10,297	)		(2,520	)		513			(12,304	)
	Proceeds from sale of assets			—			69			—			—			69
		Net cash used in investing activities		—			(13,977	)		(107	)		513			(13,571	)
FINANCING ACTIVITIES:
	Proceeds from issuance of common stock			9,002			—			—			—			9,002
	Proceeds from notes received for sale of common stock			846			—			—			—			846
	Intercompany			(9,477	)		6,629			2,848			—			—
	Proceeds from long-term obligations			—			25,300			—			—			25,300
	Payments on long-term obligations			—			(20,791	)		(4,629	)		—			(25,420	)
	Payment of debt issuance costs			—			(10	)		—			—			(10	)
	Excess tax benefit associated with stock options			—			2,543			—			—			2,543
		Net cash provided by (used in) financing activities		371			13,671			(1,781	)		—			12,261
Effect of exchange rate changes on cash and cash equivalents				—			—			615			—			615
Net increase in cash and cash equivalents				5,221			6,734			4,025			—			15,980
Cash and cash equivalents at beginning of period				308			13,588			3,304			—			17,200
Cash and cash equivalents at end of period			$	5,529		$	20,322		$	7,329		$	—		$	33,180

F-53

ReAble Therapeutics Finance LLC and Subsidiaries

Condensed Consolidating Statement of Cash Flows

Year Ended December 31, 2005
(Predecessor)
(in thousands)

		RTI			Guarantors			Non Guarantors			Eliminations			Consolidated
OPERATING ACTIVITIES:
Net income		$	12,560		$	40,656		$	2,664		$	(43,550	)	$	12,330
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
	Depreciation		—			6,586			3,019			(909	)		8,696
	Amortization of intangibles		—			3,378			1,675			—			5,053
	Amortization of debt issuance costs		—			2,177			—			—			2,177
	Non-cash interest expense		—			100			—			—			100
	Stock-based compensation		30			140			(10	)		—			160
	Asset impairments and loss on disposal of assets		—			522			1,181			(328	)		1,375
	Gain on disposal of discontinued operations		—			(4,008	)		—			—			(4,008	)
	Deferred income taxes		—			(2,253	)		(764	)		87			(2,930	)
	Earnings from subsidiaries		(12,555	)		(30,887	)		—			43,442			—
	Provision for bad debt expense and sales returns		—			5,708			400			—			6,108
	Inventory reserves		—			4,687			123			—			4,810
	Minority interest		—			—			140			—			140
	Tax provision associated with stock options		45			—			—			—			45
	Net effect of discontinued operations		—			1,626			—			—			1,626
Changes in operating assets and liabilities, net of acquired assets and liabilities:
	Accounts receivable		—			(6,219	)		2,096			—			(4,123	)
	Inventories		—			(11,722	)		(616	)		(232	)		(12,570	)
	Prepaid expenses, other assets and liabilities		(1,101	)		(892	)		190			—			(1,803	)
	Accounts payable and accrued expenses		80			3,700			(1,476	)		70			2,374
Net cash provided by (used in) operating activities			(941	)		13,299			8,622			(1,420	)		19,560
INVESTING ACTIVITIES:
	Acquisition of businesses		—			(21,648	)		—			—			(21,648	)
	Proceeds from sale of discontinued operations		—			9,291			—			—			9,291
	Purchases of property and equipment		—			(8,175	)		(3,395	)		3,560			(8,010	)
	Proceeds from sale of assets		—			8			—			—			8
	Net effect of discontinued operations		—			(5	)		—			—			(5	)
Net cash used in investing activities			—			(20,529	)		(3,395	)		3,560			(20,364	)
FINANCING ACTIVITIES:
	Proceeds from issuance of common stock		355			—			—			—			355
	Proceeds from notes received for sale of common stock		102			—			—			—			102
	Intercompany		53			2,464			(377	)		(2,140	)		—
	Intercompany cash dividends		—			4,554			(4,554	)		—			—
	Proceeds from long-term obligations		—			14,700			—			—			14,700
	Payments on long-term obligations		—			(15,481	)		(74	)		—			(15,555	)
	Payment of debt issuance costs		—			(642	)		—			—			(642	)
	Dividends paid to minority interest		—			—			(198	)		—			(198	)
Net cash provided by (used in) financing activities			510			5,595			(5,203	)		(2,140	)		(1,238	)
Effect of exchange rate changes on cash and cash Equivalents			—			—			(647	)		—			(647	)
Net decrease in cash and cash equivalents			(431	)		(1,635	)		(623	)		—			(2,689	)
Cash and cash equivalents at beginning of year			739			15,223			3,927			—			19,889
Cash and cash equivalents at end of year		$	308		$	13,588		$	3,304		$	—		$	17,200

F-54

ReAble Therapeutics Finance LLC and Subsidiaries

Condensed Consolidating Statement of Cash Flows
Year Ended December 31, 2004
(Predecessor)
(in thousands)

		RTI			Guarantors			Non Guarantors			Eliminations			Consolidated
OPERATING ACTIVITIES:
Net income		$	10,946		$	14,706		$	745		$	(20,870	)	$	5,527
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
	Depreciation		—			3,692			712			—			4,404
	Amortization of intangibles		—			1,623			—			—			1,623
	Amortization of debt issuance costs		—			708			—			—			708
	Non-cash interest expense		—			24			—			—			24
	Stock-based compensation		—			135			—			—			135
	Asset impairments and loss on disposal of assets		—			368			—			—			368
	Deferred income taxes		—			(1,518	)		(50	)		—			(1,568	)
	Provision for bad debt expense and sales returns		—			2,551			(150	)		—			2,401
	Inventory reserves		—			4,591			—			—			4,591
	Minority interest		—			—			95			—			95
	Tax benefit associated with stock options		377			—			—			—			377
	Net effect of discontinued operations		—			538			—			—			538
Changes in operating assets and liabilities, net of acquired assets and liabilities:
	Accounts receivable		—			(8,699	)		(285	)		—			(8,984	)
	Inventories		—			(9,828	)		522			—			(9,306	)
	Prepaid expenses, other assets and liabilities		(4	)		47			62			—			105
	Accounts payable and accrued expenses		2			183			(929	)		—			(744	)
Net cash provided by (used in) operating activities			11,321			9,121			722			(20,870	)		294
INVESTING ACTIVITIES:
	Acquisition of subsidiaries		(254,662	)		(85,474	)		—			23,299			(316,837	)
	Investment in subsidiaries		(10,708	)		—			—			10,708			—
	Acquisition of intangibles		—			(826	)		—			—			(826	)
	Purchases of property and equipment		—			(5,594	)		(158	)		—			(5,752	)
	Proceeds from sale of assets		—			177			—			—			177
	Maturity of held-to-maturity investments		35,013			—			—			—			35,013
	Net effect of discontinued operations		—			(66	)		—			—			(66	)
Net cash used in investing activities			(230,357	)		(91,783	)		(158	)		34,007			(288,291	)
FINANCING ACTIVITIES:
	Proceeds from issuance of common stock		1,303			42,850			—			(43,145	)		1,008
	Proceeds from notes received for sale of common stock		152			—			—			—			152
	Proceeds from short-swing profit		288			—			—			—			288
	Intercompany		214,221			(244,108	)		(121	)		30,008			—
	Proceeds from long-term obligations		—			313,892			—			—			313,892
	Payments on long-term obligations		—			(6,092	)		(17	)		—			(6,109	)
	Payment of debt issuance costs		—			(11,783	)		—			—			(11,783	)
Net cash provided by (used in) financing activities			215,964			94,759			(138	)		(13,137	)		297,448
Effect of exchange rate changes on cash and cash Equivalents			—			—			364			—			364
Net increase (decrease) in cash and cash equivalents			(3,072	)		12,097			790			—			9,815
Cash and cash equivalents at beginning of year			3,811			3,127			3,136			—			10,074
Cash and cash equivalents at end of year		$	739		$	15,224		$	3,926		$	—		$	19,889

F-55

ReAble Therapeutics Finance LLC
ReAble Therapeutics Finance Corporation

Offer to Exchange

$200,000,000 aggregate principal amount of its 11³/4% Senior Subordinated Notes due 2014, which have been registered under the Securities Act of 1933, for any and all of its outstanding 11³/4% Senior Subordinated Notes due 2014.

Until the date that is 90 days from the date of this prospectus, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters with respect to their unsold allotments or subscriptions.

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.

        (a)   Both of ReAble Therapeutics Finance LLC and ReAble Therapeutics, LLC are limited liability companies organized under the laws of Delaware.

        Section 18-108 of the Delaware Limited Liability Company Act empowers a Delaware limited liability company to indemnify and hold harmless any member or manager of the limited liability company from and against any and all claims and demands whatsoever.

        In accordance with this provision, the limited liability company agreements of ReAble Therapeutics Finance LLC and ReAble Therapeutics, LLC state that to the full extent permitted by law, the company shall (a) indemnify any person or such person's heirs, distributees, next of kin, successors, appointees, executors, administrators, legal representatives or assigns who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that such person is or was a Member, Manager, director, officer, employee, authorized person or agent of the Company or is or was serving at the request of the company or its Members as a member, manager, director, officer, employee, authorized person or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, domestic or foreign, against expenses, attorneys' fees, court costs, judgments, fines, amounts paid in settlement and other losses actually and reasonably incurred by such person in connection with such action, suit or proceeding and (b) advance expenses incurred by a Member, Manager, officer or director in defending such civil or criminal action, suit or proceeding to the full extent authorized or permitted by laws of the State of Delaware.

        (b)   Both ReAble Therapeutics Finance Corporation and ReAble Therapeutics, Inc. are incorporated under the laws of Delaware.

        Section 145 of the Delaware General Corporation Law (the "DGCL") grants each corporation organized thereunder the power to indemnify any person who is or was a director, officer, employee or agent of a corporation or enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, by reason of being or having been in any such capacity, if he acted in good faith in a manner reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

        Section 102(b)(7) of the DGCL enables a corporation in its certificate of incorporation or an amendment thereto to eliminate or limit the personal liability of a director to the corporation or its stockholders of monetary damages for violations of the directors' fiduciary duty of care, except (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions) or (iv) for any transaction from which a director derived an improper personal benefit.

        In accordance with these provisions, the Articles of Incorporation of ReAble Therapeutics Finance Corporation provide that the corporation shall indemnify any director or officer to the fullest extent permitted by Delaware law.

        The Bylaws of ReAble Therapeutics Finance Corporation provide that the corporation shall indemnify any director or officer of the corporation, and may indemnify any other person, who was or

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is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. In addition, the bylaws provide that the corporation shall indemnify any director or officer and may indemnify any other person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the Court of Chancery or such other court shall deem proper.

        Our executive officers have entered into employment agreements with ReAble Therapeutics, Inc. that provide that the company and its successors and/or assigns will indemnify, hold harmless, and defend the executives to the fullest extent permitted by applicable law with respect to any claims that may be brought against the executives arising out of or related to any action taken or not taken in their capacity as employees, officers or directors of the company or any of its affiliates, including, without limitation, the advancement of legal fees and expenses, as such fees and expenses are incurred by the executives. In addition, the executives shall be covered, in respect of their activities as officers or directors of the company or any of its subsidiaries, by the company's (or any of its subsidiaries') Directors and Officers liability policy or other comparable policies, if any, obtained by the company's (or any of its subsidiaries') successors, to the fullest extent permitted by such policies.

        (c)   Encore Medical, L.P. is a limited partnership formed under the laws of Delaware.

        Section 17-108 of the Delaware Revised Uniform Limited Partnership Act empowers a Delaware limited partnership to indemnify and hold harmless any partner or other person from and against any and all claims and demands whatsoever.

        In accordance with this provision, the Agreement of Limited Partnership of Encore Medical, L.P. provides for indemnification of the general partner, its employees, affiliates and authorized representatives, to the full extent permitted by the Delaware Revised Uniform Limited Partnership Act or other law.

        (d)   Both of Empi Corp. and Empi, Inc. are incorporated under the laws of Minnesota.

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        The Minnesota Business Corporation Act provides that a corporation shall indemnify a person made or threatened to be made a party to a proceeding by reason of the former or present official capacity of the person against judgments, penalties, fines, including, without limitation, excise taxes assessed against the person with respect to an employee benefit plan, settlements, and reasonable expenses, including attorneys' fees and disbursements, incurred by the person in connection with the proceeding, if, with respect to the acts or omissions of the person complained of in the proceeding, the person has not been indemnified by another organization or employee benefit plan for the same judgments, penalties, fines, including, without limitation, excise taxes assessed against the person with respect to an employee benefit plan, settlements, and reasonable expenses, including attorneys' fees and disbursements, incurred by the person in connection with the proceeding with respect to the same acts or omissions; acted in good faith; received no improper personal benefit; in the case of a criminal proceeding, had no reasonable cause to believe the conduct was unlawful; and in the case of acts or omissions occurring in the official capacity, reasonably believed that the conduct was in the best interests of the corporation, or in the case of acts or omissions occurring in the official capacity, reasonably believed that the conduct was not opposed to the best interests of the corporation.

        A corporation may purchase and maintain insurance on behalf of a person in that person's official capacity against any liability asserted against and incurred by the person in or arising from that capacity, whether or not the corporation would have been required to indemnify the person against the liability under the provisions of this section.

        The articles of incorporation and/or the bylaws of Empi Corp. and Empi, Inc. provide that directors or officers shall have the rights to indemnification provided by Minnesota Business Corporation Act.

        (e)   Both of Empi Sales LLC and Compex Technologies, LLC are limited liability companies organized under the laws of Minnesota.

        Section 322B.699 of the Minnesota Limited Liability Company Act provides that subject to such prohibition or conditions as are set forth in its articles of organization, a member control agreement or bylaws, a limited liability company must indemnify its managers or governors who are made or threatened to be made a party to a proceeding by reason of such person's present or former official capacity against judgments, penalties, fines, settlements and reasonable expenses, including attorneys' fees and disbursements, incurred by such person in connection with the proceeding, if certain criteria are met. These criteria, all of which must be met by the person seeking indemnification, are (a) that such person has not been indemnified by another organization or employee benefit plan for the same judgments, penalties, fines, settlements and expenses; (b) that such person acted in good faith; (c) that no improper personal benefit was obtained by such person and such person satisfied certain statutory conflicts of interest provisions, if applicable; (d) that, in the case of a criminal proceeding, such person had no reasonable cause to believe that the conduct was unlawful; and (e) that such person acted in a manner he reasonably believed was in the best interests of the company, or, in the case of conduct while serving as a director, officer, partner, trustee, employee or agent of another organization or employee benefit plan, not opposed to the best interests of the company. Section 302B.699 of the Minnesota Limited Liability Company Act also provides that, unless prohibited by the company's articles of organization, a member control agreement or bylaws, if a governor or manager is made or threatened to be made a party to a proceeding, such person is entitled to payment or reimbursement by the company of reasonable expenses, including attorneys' fees and disbursements, incurred by such person in advance of the final disposition of the proceeding (x) upon receipt by the company of a written affirmation by such person of a good faith belief that the criteria for indemnification have been satisfied and a written undertaking by such person to repay all amounts so paid or reimbursed if it is ultimately determined that the criteria for indemnification have not been satisfied; and (y) after a determination that the facts then known would not preclude indemnification. The determination as to eligibility for indemnification and advancement of expenses is required to be made by the members of

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the company's board of governors or a committee of such board who are at the time not parties to the proceeding under consideration, by special legal counsel, by the members who are not parties to the proceeding or by a court.

        The articles of organization of Compex Technologies, LLC provide that no governor shall be personally liable to the company or its members for monetary damages for breach of fiduciary duty by such governor as a governor; provided, however, that this provision shall not eliminate or limit the liability of a governor to the extent provided by applicable law (a) for any breach of the governor's duty of loyalty to the company or its members, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section 322B.56 or 80A.23 of the Minnesota Statutes, (d) for any transaction from which the governor derived an improper personal benefit, or (e) for any act or omission occurring prior to the effective date of this provision. No amendment to or repeal of this provision would apply to or have any effect on the liability or alleged liability of any governor of the company for or with respect to any acts or omissions of such governor occurring prior to such amendment or repeal.

        The articles of organization of Empi Sales LLC do not provide for the indemnification of its governors or officers.

        (f)    Encore Medical Partners, Inc., Encore Medical Asset Corp. and Encore Medical GP, Inc. are incorporated under the laws of Nevada.

        The Nevada Revised Statutes (the "NRS") provide that a director or officer is not individually liable to the corporation or its stockholders or creditors for any damages as a result of any act or failure to act in his capacity as a director or officer unless it is proven that his act or failure to act constituted a breach of his fiduciary duties as a director or officer and his breach of those duties involved intentional misconduct, fraud or knowing violation of law. The articles of incorporation or an amendment thereto may, however, provide for greater individual liability. Furthermore, directors may be jointly and severally liable for the payment of certain distributions in violation of Chapter 78 of the NRS.

        The NRS also provide that under certain circumstances, a corporation may indemnify any person for amounts incurred in connection with a pending, threatened or completed action, suit or proceeding in which he is, or is threatened to be made, a party by reason of his being a director, officer, employee or agent of the agent of the corporation or serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, if such person (i) is not liable for a breach of fiduciary duty involving intentional misconduct, fraud or a knowing violation of law or such greater standard imposed by the corporation's articles of incorporation or (ii) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Additionally, a corporation may indemnify a director, officer, employee or agent with respect to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor, if such person (i) is not liable for a breach of fiduciary duty involving intentional misconduct, fraud or a knowing violation of law or such greater standard imposed by the corporation's articles of incorporation or (ii) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, however, indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court to be liable to the corporation or for amounts paid in settlement to the corporation, unless the court determines that the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to above, or in defense of any claim, issue or matter

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therein, the corporation shall indemnify him against expenses, including attorneys' fees, actually and reasonably incurred by him in connection with the defense.

        The articles of incorporation of Encore Medical Partners, Inc., Encore Medical Asset Corporation and Encore Medical GP, Inc. provide that the directors of the corporation shall not be personally liable to the corporation or its shareholders for monetary damages for an act or omission in the director's capacity as a director, except to the extent that any applicable law may prevent such director from being relieved of such personal liability. Any repeal or modification of this provision shall be prospective only and shall not adversely affect any limitation of the personal liability of a director of the corporation existing at the time of such repeal or modification.

        The bylaws of Encore Medical Partners, Inc., Encore Medical Asset Corporation and Encore Medical GP, Inc. provide that the corporation must indemnify, to the maximum extent permitted by the law, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and that, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful.

        In addition, the bylaws of Encore Medical Partners, Inc., Encore Medical Asset Corporation and Encore Medical GP, Inc. provide that the corporation must indemnify, to the maximum extent permitted by the law, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including attorneys' fees, actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, but no indemnification shall be made in respect of any claim, issue or matter as to which such person has been adjudged to be liable for negligence or misconduct in the performance of this duty to the corporation unless and only to the extent that the court in which such action or suit was brought determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

        (g)   EmpiCare, Inc. is incorporated under the laws of Kentucky

        Section 271B.8-510 of the Kentucky Business Corporation Act (the "KBCA") permits the indemnification by a corporation of any director who is made party to a threatened, pending or completed action, suit or proceeding because he is or was a director of such corporation. To be eligible for indemnification, such person must have conducted himself in good faith and reasonably believed that his conduct, if undertaken in his official capacity with the corporation, was in the corporation's best interests, and, if not in his official capacity, was at least not opposed to the corporation's best interests. In the case of a criminal proceeding, the director must also not have reasonable cause to

II-5

believe his conduct was unlawful. A director may not be indemnified in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation or in connection with any other proceeding charging improper personal benefit by him. Indemnification permitted under Section 271B.8-510 of the KBCA in connection with a proceeding by or in the right of the corporation shall be limited to reasonable expenses incurred in connection with the proceeding. Section 271B.8-560 of the KBCA provides that a Kentucky corporation may indemnify its officers, employees and agents to the same extent as directors. Indemnification against reasonable expenses incurred in connection with a proceeding is, unless otherwise limited by the corporation's articles of incorporation, mandatory when a director or officer has been wholly successful on the merits or otherwise, in the defense of any proceeding to which he was a party because he is or was a director or officer of the corporation. A court of competent jurisdiction may also order indemnification if the director is fairly and reasonably entitled thereto in view of all relevant circumstances, whether or not he met the applicable standard of conduct or was adjudged liable to the corporation.

        The KBCA provides that indemnification pursuant to its provisions is not exclusive of other rights of indemnification to which a person may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors, or otherwise. Additionally, the KBCA provides that a corporation may purchase and maintain insurance on behalf of directors, officers, employees or agents of the corporation against liability asserted against or incurred by such parties in their respective capacity with the corporation.

        EmpiCare, Inc.'s articles of incorporation and bylaws do not provide for the indemnification of its directors or officers.

Item 21. Exhibits and Financial Statement Schedules.

        (a)   Exhibits

2.1	Agreement and Plan of Merger, dated as of June 30, 2006, by and among Encore Medical Corporation (a/k/a ReAble Therapeutics, Inc.), Grand Slam Holdings LLC and Grand Slam Acquisition Corp.
3.1	Certificate of Formation of ReAble Therapeutics Finance LLC
3.2	Limited Liability Company Agreement of ReAble Therapeutics Finance LLC
3.3	Certificate of Incorporation of ReAble Therapeutics Finance Corporation
3.4	Bylaws of ReAble Therapeutics Finance Corporation
3.5	Certificate of Formation of ReAble Therapeutics LLC
3.6	Limited Liability Company Agreement of ReAble Therapeutics LLC
3.7	Articles of Incorporation of Encore Medical Partners, Inc.
3.8	Bylaws of Encore Medical Partners, Inc.
3.9	Articles of Incorporation of Encore Medical Asset Corporation
3.10	Bylaws of Encore Medical Asset Corporation
3.11	Articles of Incorporation of Encore Medical GP, Inc.
3.12	Bylaws of Encore Medical GP, Inc.
3.13	Articles of Incorporation of Empi, Inc.
3.14	Amended Bylaws of Empi, Inc.
3.15	Articles of Incorporation of Empi Corp.
3.16	Bylaws of Empi Corp.

II-6

3.17	Articles of Organization of Empi Sales LLC
3.18	Articles of Organization of Compex Technologies, LLC
3.19	Articles of Incorporation of EmpiCare, Inc.
3.20	Bylaws of EmpiCare, Inc.
3.21	Certificate of Limited Partnership of Encore Medical, L.P.
3.22	Agreement of Limited Partnership of Encore Medical, L.P.
4.1	Indenture, dated as of November 3, 2006, among Encore Medical Finance LLC (a/k/a ReAble Therapeutics Finance LLC), Encore Medical Finance Corp. (a/k/a ReAble Therapeutics Finance Corporation), the Guarantors named therein and The Bank of New York as Trustee, governing the 113/4 Senior Subordinated Notes
4.2	Registration Rights Agreement, dated as of November 3, 2006, by and among Encore Medical Finance LLC, Encore Medical Finance Corp, the Guarantors named therein, Banc of America Securities LLC and Credit Suisse Securities (USA) LLC
4.3	Credit Agreement, dated as of November 3, 2006, among Encore Medical Finance LLC, as Borrower, Encore Medical Holdings LLC (a/k/a ReAble Therapeutics Holdings LLC) and Bank of America, N.A., as administrative agent, and the other agents and lenders party thereto
4.4	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 therein and Bank of America, N.A. as Collateral Agent
4.5	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 therein and Bank of America, N.A. as Collateral Agent
4.6	Guaranty, dated as of November 3, 2006 among Encore Medical Holdings LLC, as Holdings, and certain subsidiaries of Holdings identified therein and Bank of America, N.A., as Collateral Agent
5.1	Opinion of Simpson Thacher & Bartlett LLP
5.2	Opinion of Rice Silbey Reuther & Sullivan, LLP
5.3	Opinion of Faegre & Benson LLP
5.4	Opinion of Wyatt, Tarrant & Combs, LLP
10.1	Encore Medical Corporation 2006 Stock Incentive Plan
10.2	Form of Nonstatutory Stock Option Agreement
10.3	Employment Agreement between Encore Medical Corporation and Kenneth W. Davidson, dated October 1, 2003 (incorporated by reference to Exhibit 10.1 to Encore Medical Corporation's Current Report on Form 8-K, filed on December 17, 2003 (Commission File No. 000-26538))
10.4	Amendment to Employment Agreement between Encore Medical Corporation and Kenneth W. Davidson, dated September 25, 2006 (incorporated by reference to Exhibit 99.1 to Encore Medical Corporation's Current Report on Form 8-K, filed on September 26, 2006 (Commission File No. 000-26538))
10.5	Amendment to Employment Agreement between Encore Medical Corporation and Kenneth W. Davidson, dated November 3, 2006

II-7

10.6	Employment Agreement between Encore Medical Corporation and Paul D. Chapman, dated February 8, 2002 (incorporated by reference to Exhibit 10.23 to Encore Medical Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 2002 (Commission File No. 000-26538))
10.7	Amendment to Employment Agreement between Encore Medical Corporation and Paul D. Chapman, dated November 15, 2003 (incorporated by reference to Exhibit 10.11.1 to Encore Medical Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 2004 (Commission File No. 000-26538))
10.8	Amendment to Employment Agreement between Encore Medial Corporation and Paul D. Chapman, dated November 3, 2006
10.9	Employment Agreement between Encore Medical Corporation and Peter W. Baird, executed effective October 1, 2006 (incorporated by reference to Exhibit 10.1 to Encore Medical Corporation's Current Report on Form 8-K, filed on October 4, 2006 (Commission File No. 000-26538))
10.10	Employment Agreement between Encore Medical Corporation and William W. Burke, dated August 30, 2004 (incorporated by reference to Exhibit 10.1 to Encore Medical Corporation's Quarterly Report on Form 10-Q for the quarterly period ended October 2, 2004 (Commission File No. 000-26538))
10.11	Amendment to Employment Agreement between Encore Medical Corporation and William W. Burke, dated November 3, 2006
10.12	Employment Agreement between Encore Medical Corporation and Harry L. Zimmerman, dated June 12, 2001 (incorporated by reference to Exhibit 10.7 to Encore Medical Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 2001 (Commission File No. 000-26538))
10.13	Amendment to Employment Agreement between Encore Medical Corporation and Harry L. Zimmerman, dated November 15, 2003 (incorporated by reference to Exhibit 10.13.1 to Encore Medical Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 2004 (Commission File No. 000-26538))
10.14	Amendment to Employment Agreement between Encore Medical Corporation and Harry L. Zimmerman, dated November 3, 2006
10.15	Employment Agreement between Encore Medical Corporation and Jack F. Cahill, dated June 12, 2001 (incorporated by reference to Exhibit 10.3 to Encore Medical Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 2001 (Commission File No. 000-26538))
10.16	Amendment to Employment Agreement between Encore Medical Corporation and Jack F. Cahill, dated November 15, 2003 (incorporated by reference to Exhibit 10.14.1 to Encore Medical Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 2004 (Commission File No. 000-26538))
10.17	Amendment to Employment Agreement between Encore Medical Corporation and Jack F. Cahill, dated November 3, 2006
10.18	Employment Agreement between Encore Medical Corporation and Scott A. Klosterman, dated June 2, 2003 (incorporated by reference to Exhibit 10.24 to Encore Medical Corporation's Registration Statement on Form S-1, filed on July 3, 2003 (Commission File No. 333-106821))
10.19	Amendment to Employment Agreement between Encore Medical Corporation and Scott A. Klosterman, dated November 15, 2003 (incorporated by reference to Exhibit 10.15.1 to Encore Medical Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 2004 (Commission File No. 000-26538))

II-8

10.20	Amendment to Employment Agreement between Encore Medical Corporation and Scott A. Klosterman, dated November 3, 2006
10.21	Form of Change of Control Severance Agreement (incorporated by reference to Exhibit 99.1 to Encore Medical Corporation's Current Report on Form 8-K, filed on June 1, 2005 (Commission File No. 000-26538))
10.22	Management Stockholders Agreement, dated as of November 3, 2006, by and among Encore Medical Corporation and the management stockholders party thereto
10.23	Encore Medical Corporation Annual Bonus Plan, dated as of November 3, 2006.
10.24	Transaction and Monitoring Fee Agreement, dated November 3, 2006, between Encore Medical Corporation and Blackstone Management Partners V L.L.C.
10.25	Encore Medical Corporation 1996 Incentive Stock Plan (incorporated by reference to Exhibit 10.2 to Encore Medical Corporation's Quarterly Report on Form 10-Q for the quarterly period ended October 2, 2004 (Commission File No. 000-26538))
10.26	Form of Stock Option Agreement—1996 Incentive Stock Plan Agreement (incorporated by reference to Exhibit 10.3 to Encore Medical Corporation's Quarterly Report for the quarterly period ended October 2, 2004 (Commission File No. 000-26538))
12.1	Computation of Ratio of Earnings to Fixed Charges
21.1	Schedule of Subsidiaries of ReAble Therapeutics Finance LLC
23.1	Consent of Simpson Thacher & Bartlett LLP (included as part of its opinion filed as Exhibit 5.1 hereto)
23.2	Consent of Rice Silbey Reuther & Sullivan, LLP (included as part of its opinion filed as Exhibit 5.2 hereto)
23.3	Consent of Faegre & Benson LLC (included as part of its opinion filed as Exhibit 5.3 hereto)
23.4	Consent of Wyatt, Tarrant & Combs, LLP (included as part of its opinion filed as Exhibit 5.4 hereto)
23.5	Consent of KPMG LLP
24.1	Powers of Attorney (included in signature pages of the initial filing of this Registration Statement)
25.1	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York with respect to the Indenture governing the 113/4% Senior Subordinated Notes due 2014
99.1	Form of Letter of Transmittal
99.2	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
99.3	Form of Letter to Clients
99.4	Form of Notice of Guaranteed Delivery

II-9

        (b)   Financial Statement Schedules

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS
(in thousands)

	Allowance for Doubtful Accounts			Allowance for Sales Returns			Allowance for Sales Discounts and Other Allowances(1)
Predecessor:
Balance as of December 31, 2003	$	315		$	125		$	22
Provision		2,382			19			7,902
Write-off charges and recoveries		(106	)		—			802
Balance as of December 31, 2004	$	2,591		$	144		$	8,726
Provision		5,900			208			49,752
Write-off charges and recoveries		(4,827	)		—			(48,158	)
Balance as of December 31, 2005	$	3,664		$	352		$	10,320
Provision		21,832			(69	)		72,872
Write-off charges and recoveries		(6,610	)		—			(56,882	)
Balance as of November 3, 2006	$	18,886		$	283		$	26,310
Successor:
Provision	$	329		$	184		$	11,313
Write-off charges and recoveries		—			—			—
Balance as of December 31, 2006	$	329		$	184		$	11,313

(1)

Amounts are excluded from the provisions included in the consolidated statements of cash flows as the inclusion would not provide meaningful information.

Item 22. Undertakings.

        (a)   The undersigned registrant hereby undertakes:

        (1)   to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)

to include any prospectus required by Section 10(a)(3) of the Securities Act;



(ii)

to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amend) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more that a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and



(iii)

to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

II-10

        (2)   that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

        (3)   to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

        (4)   That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities:

        The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)

Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;



(ii)

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;



(iii)

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and



(iv)

Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

        (b)   The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b) 11 or 13 of Form S-4, within one business day of receipt of such request, and to send the incorporated documents by first class mail or equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

        (c)   The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

        (d)   Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

II-11

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on April 18, 2007.

REABLE THERAPEUTICS FINANCE LLC
By:	/s/  Kenneth W. Davidson
	Name: Kenneth W. Davidson Title: Chief Executive Officer, President and Manager

SIGNATURES AND POWERS OF ATTORNEY

        Each person whose signature appears below authorizes William W. Burke and Harry L. Zimmerman or any of them, as his attorney in fact and agent, with full power of substitution and resubstitution, to execute, in his name and on his behalf, in any and all capacities, this Registration Statement on Form S-4 and any amendments including post-effective amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments including post-effective amendments thereto)), and to file the same, with all the exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, necessary or advisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission, in respect thereof, in connection with the registration of the securities which are the subject of such registration statement, which amendments may make such changes in such registration statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things, whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Kenneth W. Davidson      Kenneth W. Davidson	Chief Executive Officer, President and Manager (Principal Executive Officer)	April 18, 2007
/s/  William W. Burke      William W. Burke	Executive Vice President—Chief Financial Officer, Treasurer, Assistant Secretary (Principal Financial Officer and Principal Accounting Officer)	April 18, 2007
/s/  Harry L. Zimmerman      Harry L. Zimmerman	Executive Vice President—General Counsel, Secretary, Assistant Treasurer	April 18, 2007
/s/  Chinh E. Chu      Chinh E. Chu	Manager	April 18, 2007
/s/  Julia Kahr      Julia Kahr	Manager	April 18, 2007

II-12

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on April 18, 2007.

REABLE THERAPEUTICS FINANCE CORPORATION
By:	/s/  Kenneth W. Davidson
	Name: Kenneth W. Davidson Title: Chief Executive Officer, President and Director

SIGNATURES AND POWERS OF ATTORNEY

        Each person whose signature appears below authorizes William W. Burke and Harry L. Zimmerman or any of them, as his attorney in fact and agent, with full power of substitution and resubstitution, to execute, in his name and on his behalf, in any and all capacities, this Registration Statement on Form S-4 and any amendments including post-effective amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments including post-effective amendments thereto)), and to file the same, with all the exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, necessary or advisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission, in respect thereof, in connection with the registration of the securities which are the subject of such registration statement, which amendments may make such changes in such registration statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things, whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Kenneth W. Davidson      Kenneth W. Davidson	Chief Executive Officer, President and Director (Principal Executive Officer)	April 18, 2007
/s/  William W. Burke      William W. Burke	Executive Vice President—Chief Financial Officer, Treasurer, Assistant Secretary (Principal Financial Officer and Principal Accounting Officer)	April 18, 2007
/s/  Harry L. Zimmerman      Harry L. Zimmerman	Executive Vice President—General Counsel, Secretary, Assistant Treasurer	April 18, 2007
/s/  Chinh E. Chu      Chinh E. Chu	Director	April 18, 2007
/s/  Julia Kahr      Julia Kahr	Director	April 18, 2007

II-13

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on April 18, 2007.

REABLE THERAPEUTICS LLC
By:	/s/  Kenneth W. Davidson
	Name: Kenneth W. Davidson Title: Chief Executive Officer, President and Manager

SIGNATURES AND POWERS OF ATTORNEY

        Each person whose signature appears below authorizes William W. Burke and Harry L. Zimmerman or any of them, as his attorney in fact and agent, with full power of substitution and resubstitution, to execute, in his name and on his behalf, in any and all capacities, this Registration Statement on Form S-4 and any amendments including post-effective amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments including post-effective amendments thereto)), and to file the same, with all the exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, necessary or advisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission, in respect thereof, in connection with the registration of the securities which are the subject of such registration statement, which amendments may make such changes in such registration statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things, whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Kenneth W. Davidson      Kenneth W. Davidson	Chief Executive Officer, President and Manager (Principal Executive Officer)	April 18, 2007
/s/  William W. Burke      William W. Burke	Executive Vice President—Chief Financial Officer, Treasurer, Assistant Secretary and Manager (Principal Financial Officer and Principal Accounting Officer)	April 18, 2007
/s/  Harry L. Zimmerman      Harry L. Zimmerman	Executive Vice President—General Counsel, Secretary, Assistant Treasurer and Manager	April 18, 2007

II-14

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on April 18, 2007.

ENCORE MEDICAL, L.P.
	By: Encore Medical GP, Inc. as its general partner
By:	/s/  Kenneth W. Davidson
	Name: Kenneth W. Davidson Title: Chief Executive Officer, President and Director

SIGNATURES AND POWERS OF ATTORNEY

        Each person whose signature appears below authorizes William W. Burke and Harry L. Zimmerman or any of them, as his attorney in fact and agent, with full power of substitution and resubstitution, to execute, in his name and on his behalf, in any and all capacities, this Registration Statement on Form S-4 and any amendments including post-effective amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments including post-effective amendments thereto)), and to file the same, with all the exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, necessary or advisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission, in respect thereof, in connection with the registration of the securities which are the subject of such registration statement, which amendments may make such changes in such registration statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things, whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities at Encore Medical GP, Inc., the General Partner of the registrant and on the dates indicated.

Signature	Title	Date
/s/  Kenneth W. Davidson      Kenneth W. Davidson	Chief Executive Officer, President and Director of Encore Medical GP, Inc. (Principal Executive Officer)	April 18, 2007
/s/  William W. Burke      William W. Burke	Executive Vice President—Chief Financial Officer, Treasurer, Assistant Secretary and Director of Encore Medical GP, Inc. (Principal Financial Officer and Principal Accounting Officer)	April 18, 2007
/s/  Harry L. Zimmerman      Harry L. Zimmerman	Executive Vice President—General Counsel,Secretary, Assistant Treasurer and Director of Encore Medical GP, Inc.	April 18, 2007

II-15

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on April 18, 2007.

ENCORE MEDICAL ASSET CORPORATION
By:	/s/  Kenneth W. Davidson
	Name: Kenneth W. Davidson Title: Chief Executive Officer, President and Director

SIGNATURES AND POWERS OF ATTORNEY

        Each person whose signature appears below authorizes William W. Burke and Harry L. Zimmerman or any of them, as his attorney in fact and agent, with full power of substitution and resubstitution, to execute, in his name and on his behalf, in any and all capacities, this Registration Statement on Form S-4 and any amendments including post-effective amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments including post-effective amendments thereto)), and to file the same, with all the exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, necessary or advisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission, in respect thereof, in connection with the registration of the securities which are the subject of such registration statement, which amendments may make such changes in such registration statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things, whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Kenneth W. Davidson      Kenneth W. Davidson	Chief Executive Officer, President and Director (Principal Executive Officer)	April 18, 2007
/s/  William W. Burke      William W. Burke	Executive Vice President—Chief Financial Officer, Treasurer, Assistant Secretary and Director (Principal Financial Officer and Principal Accounting Officer)	April 18, 2007
/s/  Harry L. Zimmerman      Harry L. Zimmerman	Executive Vice President—General Counsel, Secretary, Assistant Treasurer and Director	April 18, 2007

II-16

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on April 18, 2007.

ENCORE MEDICAL GP, INC.
By:	/s/  Kenneth W. Davidson
	Name: Kenneth W. Davidson Title: Chief Executive Officer, President and Director

SIGNATURES AND POWERS OF ATTORNEY

        Each person whose signature appears below authorizes William W. Burke and Harry L. Zimmerman or any of them, as his attorney in fact and agent, with full power of substitution and resubstitution, to execute, in his name and on his behalf, in any and all capacities, this Registration Statement on Form S-4 and any amendments including post-effective amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments including post-effective amendments thereto)), and to file the same, with all the exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, necessary or advisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission, in respect thereof, in connection with the registration of the securities which are the subject of such registration statement, which amendments may make such changes in such registration statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things, whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Kenneth W. Davidson      Kenneth W. Davidson	Chief Executive Officer, President and Director (Principal Executive Officer)	April 18, 2007
/s/  William W. Burke      William W. Burke	Executive Vice President—Chief Financial Officer, Treasurer, Assistant Secretary and Director (Principal Financial Officer and Principal Accounting Officer)	April 18, 2007
/s/  Harry L. Zimmerman      Harry L. Zimmerman	Executive Vice President—General Counsel, Secretary, Assistant Treasurer and Director	April 18, 2007

II-17

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on April 18, 2007.

ENCORE MEDICAL PARTNERS, INC.
By:	/s/  Kenneth W. Davidson
	Name: Kenneth W. Davidson Title: Chief Executive Officer, President and Director

SIGNATURES AND POWERS OF ATTORNEY

        Each person whose signature appears below authorizes William W. Burke and Harry L. Zimmerman or any of them, as his attorney in fact and agent, with full power of substitution and resubstitution, to execute, in his name and on his behalf, in any and all capacities, this Registration Statement on Form S-4 and any amendments including post-effective amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments including post-effective amendments thereto)), and to file the same, with all the exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, necessary or advisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission, in respect thereof, in connection with the registration of the securities which are the subject of such registration statement, which amendments may make such changes in such registration statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things, whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Kenneth W. Davidson      Kenneth W. Davidson	Chief Executive Officer, President and Director (Principal Executive Officer)	April 18, 2007
/s/  William W. Burke      William W. Burke	Executive Vice President—Chief Financial Officer, Treasurer, Assistant Secretary and Director (Principal Financial Officer and Principal Accounting Officer)	April 18, 2007
/s/  Harry L. Zimmerman      Harry L. Zimmerman	Executive Vice President—General Counsel, Secretary, Assistant Treasurer and Director	April 18, 2007

II-18

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on April 18, 2007.

EMPI, INC.
By:	/s/  Kenneth W. Davidson
	Name: Kenneth W. Davidson Title: Chief Executive Officer, President and Director

SIGNATURES AND POWERS OF ATTORNEY

        Each person whose signature appears below authorizes William W. Burke and Harry L. Zimmerman or any of them, as his attorney in fact and agent, with full power of substitution and resubstitution, to execute, in his name and on his behalf, in any and all capacities, this Registration Statement on Form S-4 and any amendments including post-effective amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments including post-effective amendments thereto)), and to file the same, with all the exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, necessary or advisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission, in respect thereof, in connection with the registration of the securities which are the subject of such registration statement, which amendments may make such changes in such registration statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things, whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Kenneth W. Davidson      Kenneth W. Davidson	Chief Executive Officer, President and Director (Principal Executive Officer)	April 18, 2007
/s/  William W. Burke      William W. Burke	Executive Vice President—Chief Financial Officer, Treasurer, Assistant Secretary and Director (Principal Financial Officer and Principal Accounting Officer)	April 18, 2007
/s/  Harry L. Zimmerman      Harry L. Zimmerman	Executive Vice President—General Counsel, Secretary, Assistant Treasurer and Director	April 18, 2007

II-19

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on April 18, 2007.

EMPI CORP.
By:	/s/  Kenneth W. Davidson
	Name: Kenneth W. Davidson Title: Chief Executive Officer, President and Director

SIGNATURES AND POWERS OF ATTORNEY

        Each person whose signature appears below authorizes William W. Burke and Harry L. Zimmerman or any of them, as his attorney in fact and agent, with full power of substitution and resubstitution, to execute, in his name and on his behalf, in any and all capacities, this Registration Statement on Form S-4 and any amendments including post-effective amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments including post-effective amendments thereto)), and to file the same, with all the exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, necessary or advisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission, in respect thereof, in connection with the registration of the securities which are the subject of such registration statement, which amendments may make such changes in such registration statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things, whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Kenneth W. Davidson      Kenneth W. Davidson	Chief Executive Officer, President and Director (Principal Executive Officer)	April 18, 2007
/s/  William W. Burke      William W. Burke	Executive Vice President—Chief Financial Officer, Treasurer, Assistant Secretary and Director (Principal Financial Officer and Principal Accounting Officer)	April 18, 2007
/s/  Harry L. Zimmerman      Harry L. Zimmerman	Executive Vice President—General Counsel, Secretary, Assistant Treasurer and Director	April 18, 2007

II-20

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on April 18, 2007.

EMPI SALES LLC
By:	/s/  Kenneth W. Davidson
	Name: Kenneth W. Davidson Title: Chief Executive Officer, President and Director

SIGNATURES AND POWERS OF ATTORNEY

        Each person whose signature appears below authorizes William W. Burke and Harry L. Zimmerman or any of them, as his attorney in fact and agent, with full power of substitution and resubstitution, to execute, in his name and on his behalf, in any and all capacities, this Registration Statement on Form S-4 and any amendments including post-effective amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments including post-effective amendments thereto)), and to file the same, with all the exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, necessary or advisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission, in respect thereof, in connection with the registration of the securities which are the subject of such registration statement, which amendments may make such changes in such registration statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things, whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Kenneth W. Davidson      Kenneth W. Davidson	Chief Executive Officer, President and Director (Principal Executive Officer)	April 18, 2007
/s/  William W. Burke      William W. Burke	Executive Vice President—Chief Financial Officer, Treasurer, Assistant Secretary and Director (Principal Financial Officer and Principal Accounting Officer)	April 18, 2007
/s/  Harry L. Zimmerman      Harry L. Zimmerman	Executive Vice President—General Counsel, Secretary, Assistant Treasurer and Director	April 18, 2007

II-21

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on April 18, 2007.

COMPEX TECHNOLOGIES, LLC
By:	/s/  Kenneth W. Davidson
	Name: Kenneth W. Davidson Title: Chief Executive Officer, Governor and Chief            Manager

SIGNATURES AND POWERS OF ATTORNEY

        Each person whose signature appears below authorizes William W. Burke and Harry L. Zimmerman or any of them, as his attorney in fact and agent, with full power of substitution and resubstitution, to execute, in his name and on his behalf, in any and all capacities, this Registration Statement on Form S-4 and any amendments including post-effective amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments including post-effective amendments thereto)), and to file the same, with all the exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, necessary or advisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission, in respect thereof, in connection with the registration of the securities which are the subject of such registration statement, which amendments may make such changes in such registration statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things, whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Kenneth W. Davidson      Kenneth W. Davidson	Chief Executive Officer, Governor and Chief Manager (Principal Executive Officer)	April 18, 2007
/s/  William W. Burke      William W. Burke	Executive Vice President—Chief Financial Officer, Treasurer, Assistant Secretary, Governor and Manager (Principal Financial Officer and Principal Accounting Officer)	April 18, 2007
/s/  Harry L. Zimmerman      Harry L. Zimmerman	Executive Vice President—General Counsel, Secretary, Assistant Treasurer, Governor and Manager	April 18, 2007

II-22

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on April 18, 2007.

EMPICARE, INC.
By:	/s/  Kenneth W. Davidson
	Name: Kenneth W. Davidson Title: Chief Executive Officer, President and Director

SIGNATURES AND POWERS OF ATTORNEY

        Each person whose signature appears below authorizes William W. Burke and Harry L. Zimmerman or any of them, as his attorney in fact and agent, with full power of substitution and resubstitution, to execute, in his name and on his behalf, in any and all capacities, this Registration Statement on Form S-4 and any amendments including post-effective amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments including post-effective amendments thereto)), and to file the same, with all the exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, necessary or advisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission, in respect thereof, in connection with the registration of the securities which are the subject of such registration statement, which amendments may make such changes in such registration statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things, whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Kenneth W. Davidson      Kenneth W. Davidson	Chief Executive Officer, President and Director (Principal Executive Officer)	April 18, 2007
/s/  William W. Burke      William W. Burke	Executive Vice President—Chief Financial Officer, Treasurer, Assistant Secretary and Director (Principal Financial Officer and Principal Accounting Officer)	April 18, 2007
/s/  Harry L. Zimmerman      Harry L. Zimmerman	Executive Vice President—General Counsel, Secretary, Assistant Treasurer and Director	April 18, 2007

II-23

QuickLinks

Table of Additional Registrant Guarantors
TABLE OF CONTENTS
MARKET, RANKING AND OTHER INDUSTRY DATA
TRADEMARKS
FORWARD-LOOKING STATEMENTS
PROSPECTUS SUMMARY
Our Company
Our Market Opportunity
Our Competitive Strengths
Our Strategy
The Transactions
Sources and Uses
Corporate Structure
The Blackstone Group
The Exchange Offer
The Exchange Notes
Risk Factors
SUMMARY HISTORICAL AND UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL DATA
RISK FACTORS
THE TRANSACTIONS
USE OF PROCEEDS
CAPITALIZATION
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2006
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS (dollars in thousands)
SELECTED HISTORICAL CONSOLIDATED AND COMBINED FINANCIAL DATA
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
BUSINESS
MANAGEMENT
Grants of Plan-Based Awards
Outstanding Equity Awards at Fiscal Year-End—2006
Potential Payments Upon Termination of Employment
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS AND DIRECTOR INDEPENDENCE
DESCRIPTION OF OTHER INDEBTEDNESS
THE EXCHANGE OFFER
DESCRIPTION OF NOTES
UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE EXCHANGE OFFER
PLAN OF DISTRIBUTION
LEGAL MATTERS
EXPERTS
WHERE YOU CAN FIND MORE INFORMATION
REABLE THERAPEUTICS FINANCE LLC
Report of Independent Registered Public Accounting Firm
ReAble Therapeutics Finance LLC and Subsidiaries Consolidated Balance Sheets (in thousands, except share and per share data)
ReAble Therapeutics Finance LLC and Subsidiaries Consolidated Statements of Operations (in thousands)
ReAble Therapeutics Finance LLC and Subsidiaries Consolidated Statements of Changes in Stockholders' Equity, Membership Equity, and Comprehensive Income (Loss) (in thousands)
ReAble Therapeutics Finance LLC and Subsidiaries Consolidated Statements of Cash Flows (in thousands)
ReAble Therapeutics Finance LLC and Subsidiaries Notes to Consolidated Financial Statements
ReAble Therapeutics Finance LLC and Subsidiaries Condensed Consolidating Balance Sheet As of December 31, 2006 (Successor) (in thousands)
ReAble Therapeutics Finance LLC and Subsidiaries Condensed Consolidating Balance Sheet As of December 31, 2005 (Predecessor) (in thousands)
ReAble Therapeutics Finance LLC and Subsidiaries Condensed Consolidating Statement of Operations For the Successor Period November 4, 2006 through December 31, 2006 (in thousands)
ReAble Therapeutics Finance LLC and Subsidiaries Condensed Consolidating Statement of Operations For the Predecessor Period January 1, 2006 through November 3, 2006 (in thousands)
ReAble Therapeutics Finance LLC and Subsidiaries Condensed Consolidating Statement of Operations Year Ended December 31, 2005 (Predecessor) (in thousands)
ReAble Therapeutics Finance LLC and Subsidiaries Condensed Consolidating Statement of Operations Year Ended December 31, 2004 (Predecessor) (in thousands)
ReAble Therapeutics Finance LLC and Subsidiaries Condensed Consolidating Statement of Cash Flows For the Successor Period November 4, 2006 through December 31, 2006 (in thousands)
ReAble Therapeutics Finance LLC and Subsidiaries Condensed Consolidating Statement of Cash Flows For the Predecessor Period January 1, 2006 through November 3, 2006 (in thousands)
ReAble Therapeutics Finance LLC and Subsidiaries Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2005 (Predecessor) (in thousands)
ReAble Therapeutics Finance LLC and Subsidiaries Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2004 (Predecessor) (in thousands)
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS (in thousands)
SIGNATURES
SIGNATURES AND POWERS OF ATTORNEY
SIGNATURES
SIGNATURES AND POWERS OF ATTORNEY
SIGNATURES
SIGNATURES AND POWERS OF ATTORNEY
SIGNATURES
SIGNATURES AND POWERS OF ATTORNEY
SIGNATURES
SIGNATURES AND POWERS OF ATTORNEY
SIGNATURES
SIGNATURES AND POWERS OF ATTORNEY
SIGNATURES
SIGNATURES AND POWERS OF ATTORNEY
SIGNATURES
SIGNATURES AND POWERS OF ATTORNEY
SIGNATURES
SIGNATURES AND POWERS OF ATTORNEY
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SIGNATURES AND POWERS OF ATTORNEY
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EX-2.1

Exhibit 2.1

Execution Copy

AGREEMENT AND PLAN OF MERGER

by and among

GRAND SLAM HOLDINGS, LLC

GRAND SLAM ACQUISITION CORP.

and

ENCORE MEDICAL CORPORATION

Dated as of June 30, 2006

TABLE OF CONTENTS

		Page
ARTICLE I THE MERGER		1
1.1	EFFECTIVE TIME OF THE MERGER	1
1.2	CLOSING	2
1.3	EFFECTS OF THE MERGER	2
1.4	CERTIFICATE OF INCORPORATION	2
1.5	BY-LAWS	2
1.6	DIRECTORS AND OFFICERS OF THE SURVIVING CORPORATION	2
ARTICLE II CONVERSION OF SECURITIES		3
2.1	CONVERSION OF CAPITAL STOCK	3
2.2	EXCHANGE OF CERTIFICATES	4
2.3	COMPANY STOCK OPTIONS	6
2.4	DISSENTING SHARES	6
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY		7
3.1	ORGANIZATION, STANDING AND POWER	7
3.2	CAPITALIZATION	9
3.3	SUBSIDIARIES	11
3.4	AUTHORITY; NO CONFLICT; REQUIRED FILINGS AND CONSENTS	12
3.5	SEC FILINGS; FINANCIAL STATEMENTS; INFORMATION PROVIDED	14
3.6	NO UNDISCLOSED LIABILITIES	16
3.7	ABSENCE OF CERTAIN CHANGES OR EVENTS	16
3.8	TAXES	16
3.9	OWNED AND LEASED REAL PROPERTIES	19
3.10	TITLE TO ASSETS	19
3.11	INTELLECTUAL PROPERTY	20
3.12	CONTRACTS	21
3.13	LITIGATION	23
3.14	ENVIRONMENTAL MATTERS	24
3.15	EMPLOYEE BENEFIT PLANS	25
3.16	COMPLIANCE WITH LAWS	27
3.17	PERMITS	27
3.18	PAYORS	27
3.19	COMPANY HEALTH CARE REGULATORY COMPLIANCE	28
3.20	LABOR MATTERS	29
3.21	INSURANCE	29
3.22	OPINION OF FINANCIAL ADVISOR	30
3.23	SECTION 203 OF THE DGCL	30
3.24	BROKERS; FEES	30
3.25	TRANSACTIONS WITH AFFILIATES	30
3.26	FOREIGN CORRUPT PRACTICES ACT	30
3.27	NO OTHER REPRESENTATIONS AND WARRANTIES	30
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PARENT		31
4.1	ORGANIZATION, STANDING AND POWER	31
4.2	AUTHORITY; NO CONFLICT; REQUIRED FILINGS AND CONSENTS	31
4.3	INFORMATION PROVIDED	32
4.4	LITIGATION	32
4.5	FINANCING	33
4.6	SOLVENCY	33

i

4.7	NO OTHER REPRESENTATION AND WARRANTIES		33
ARTICLE V CONDUCT OF BUSINESS			34
5.1	COVENANTS OF THE COMPANY		34
5.2	CONFIDENTIALITY		37
5.3	FINANCING COMMITMENTS		37
ARTICLE VI ADDITIONAL AGREEMENTS			41
6.1	NO SOLICITATION		41
6.2	PROXY STATEMENT		45
6.3	STOCKHOLDERS MEETING		46
6.4	NASDAQ QUOTATION		47
6.5	ACCESS TO INFORMATION		47
6.6	LEGAL REQUIREMENTS		47
6.7	PUBLIC DISCLOSURE		49
6.8	INDEMNIFICATION		49
6.9	NOTIFICATION OF CERTAIN MATTERS		50
6.10	EXEMPTION FROM LIABILITY UNDER SECTION 16		51
6.11	RESIGNATIONS		51
6.12	TRANSFER TAXES		51
6.13	TAKEOVER STATUTES		51
6.14	EMPLOYEE MATTERS		51
6.15	SEC FILINGS; FINANCIAL STATEMENTS		52
6.16	COMPEX SALE		53
ARTICLE VII CONDITIONS TO MERGER			53
7.1	CONDITIONS TO EACH PARTY’S OBLIGATION TO EFFECT THE MERGER		53
7.2	ADDITIONAL CONDITIONS TO OBLIGATIONS OF PARENT AND MERGER SUB		53
7.3	ADDITIONAL CONDITIONS TO OBLIGATIONS OF THE COMPANY		55
ARTICLE VIII TERMINATION AND AMENDMENT			56
8.1	TERMINATION		56
8.2	EFFECT OF TERMINATION		57
8.3	FEES AND EXPENSES		58
8.4	AMENDMENT		59
8.5	EXTENSION; WAIVER		59
ARTICLE IX MISCELLANEOUS			60
9.1	SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS		60
9.2	NOTICES		60
9.3	ENTIRE AGREEMENT		61
9.4	NO THIRD PARTY BENEFICIARIES		61
9.5	ASSIGNMENT		61
9.6	SEVERABILITY		61
9.7	INTERPRETATION		62
9.8	GOVERNING LAW		62
9.9	SUBMISSION TO JURISDICTION		62
9.10	WAIVER OF JURY TRIAL		63
9.11	SPECIFIC PERFORMANCE; MAXIMUM LIABILITY; NO LIABILITY OF PARENT OR MERGER SUB		63
9.12	COUNTERPARTS AND SIGNATURE		63
EXHIBIT A		FORM OF CERTIFICATE OF INCORPORATION

ii

TABLE OF DEFINED TERMS

	Page
2005 10-K	16
Acquisition Proposal	44
Actions	23
Affiliate	10
Agreement	1
Alternative Acquisition Agreement	42
Antitrust Laws	48
Antitrust Order	48
Bank of America	40
Bankruptcy and Equity Exception	13
Bridge Financing	33
Business Day	2
Certificate	3
Certificate of Merger	1
Change in the Company Recommendation	42
Closing	2
Closing Date	2
Code	6
Commitment Letters	33
Company	1
Company Balance Sheet	15
Company Board	1
Company Charter Documents	9
Company Common Stock	3
Company Disclosure Schedule	7
Company Employees	25
Company Material Contract	21
Company Meeting	12
Company Permits	27
Company Plans	25
Company Preferred Stock	9
Company Recommendation	45
Company SEC Reports	14
Company Stock Option	4
Company Stock Plans	9
Company Stockholder Approval	12
Company Voting Proposal	12
Confidentiality Agreement	37
Contract	13
Controlled Group	25
Costs	49
Debt Commitment Letter	33
Debt Financings	33
DGCL	1
Dissenting Shares	6
Effective Time	1
Environmental Law	24
Equity Commitment Letter	33
ERISA	25
Exchange Act	14
Exchange Agent	4
Exchange Fund	4
Executive Officers	10
Executive Options	3
Existing Credit Agreement	40
FDA	28
Filed Company SEC Reports	16
Final Proxy Filing Date	45
First Albany	30
Foreign Benefit Plans	26
Governmental Entity	13
High Yield Debt Financing	33
HSR Act	14
Indebtedness	11
Indemnified Parties	49
Infringing	20
Insurance Cap	50
Intellectual Property	20
IRS	17
Issuer	39
knowledge of the Company	10
Leased Real Property	19
Leases	19
Liens	13
Marketing Period	2
Material Payor	27
Merger Consideration	3
Merger Sub	1
Merger Sub Disclosure Schedule	31
Note Tender Offer	39
Notes	39
Notice Period	43
Offer Documents	39
Option Consideration	4
Order	13
Outside Plan	56
Owned Real Property	19
Parent	1, 24

iii

Parent Material Adverse Effect	31
Parent Plan	52
Parent Termination Fee	59
PBGC	26
Pre–Closing Period	34
Refinancing	40
Representatives	41
Sarbanes Act	15
SEC	14
Securities Act	10
Senior Lenders	33
Solvency	33
Solvent	33
Special Committee	1
Subsidiary	11
Subsidiary Charter Documents	12
Subsidiary Guarantors	39
Superior Proposal	45
Surviving Corporation	2
Tax Returns	17
Taxes	17
Termination Fee	58
Transfer Taxes	51
Unvested Company Options	4
Voting Debt	14

iv

AGREEMENT AND PLAN OF MERGER

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”).

W I T N E S S E T H:

WHEREAS, the Board of Directors of the Company (the “Company Board”), based on a recommendation to the Company Board by the Special Committee of the Board of Directors (the “Special Committee”) has (i) determined that the Merger (as defined herein) on the terms and subject to the conditions set forth in this Agreement is advisable and is in the best interest of the Company’s stockholders, and (ii) approved this Agreement and recommended approval and adoption of this Agreement by the stockholders of the Company;

WHEREAS, the members of Parent have (i) determined that the Merger on the terms and subject to the conditions set forth in this Agreement is advisable and in the best interest of its members, and (ii) approved this Agreement;

WHEREAS, the Board of Directors of Merger Sub has (i) determined that the Merger on the terms and subject to the conditions set forth in this Agreement is advisable and in the best interest of its sole stockholder, and (ii) approved this Agreement; and

WHEREAS, the acquisition of the Company by Parent shall be effected through a merger (the “Merger”) of Merger Sub with and into the Company in accordance with the terms of this Agreement and the Delaware General Corporation Law (the “DGCL”), as a result of which the Company shall become wholly owned by Parent.

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Parent, Merger Sub and the Company agree as follows:

ARTICLE I
THE MERGER

1.1Effective Time of the Merger. Subject to the provisions of this Agreement, at or prior to the Closing, Merger Sub and the Company shall jointly prepare and cause to be filed with the Secretary of State of Delaware a certificate of merger to effect the Merger upon the terms hereof (the “Certificate of Merger”) in such form as is required by, and executed by the Company in accordance with, the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of Delaware or at such later time as is established by Merger Sub and the Company and set forth in the Certificate of Merger (the “Effective Time”).

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1.2Closing. The closing of the Merger (the “Closing”) shall take place at 10:00 a.m., New York time, on a date to be specified by Merger Sub and the Company (the “Closing Date”), which shall be the later of (i) the third Business Day after satisfaction or waiver of the conditions set forth in Article VII (other than delivery of items to be delivered at the Closing and other than satisfaction of those conditions that by their nature are to be satisfied at the Closing, it being understood that the occurrence of the Closing shall remain subject to the delivery of such items and the satisfaction or waiver of such conditions at the Closing), and (ii) the earlier of (x) a date during the Marketing Period (as defined herein) to be specified by Parent on no less than three Business Days’ notice to the Company (which notice may be conditioned on closing of the applicable purchase agreement in connection with the High Yield Debt Financing (as defined herein) contemplated in Section 4.5(a)(iii) hereof) and (y) the final day of the Marketing Period, unless, in any case the parties hereto agree on another date in writing, at the offices of Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, New York 10017, unless another date, place or time is agreed to in writing by Merger Sub and the Company. For purposes of this Agreement, a “Business Day” shall be any day other than (a) a Saturday or Sunday or (b) a day on which banking institutions located in New York, New York are permitted or required by law, executive order or governmental decree to remain closed. For purposes of this Agreement, the term “Marketing Period” means the period beginning on the date hereof and ending on November 30, 2006; provided, however, that such date will be advanced on a Business Day-for-Business Day basis by the number of days the filing of the preliminary proxy statement precedes the Final Proxy Filing Date.

1.3Effects of the Merger. At the Effective Time, Merger Sub shall be merged with and into the Company, at which time the separate corporate existence of Merger Sub shall cease and the Company shall continue its existence as the surviving corporation. In its capacity as the corporation surviving the Merger, the Company is sometimes referred to herein as the “Surviving Corporation”  From and after the Effective Time, the Merger shall have the effects set forth in Section 259 of the DGCL.

1.4Certificate of Incorporation. The Certificate of Merger shall provide that, at the Effective Time, the certificate of incorporation of the Surviving Corporation, as in effect immediately prior to the Effective Time, shall be amended in its entirety as of the Effective Time to read as set forth in an exhibit to the Certificate of Merger, which exhibit shall read as set forth on Exhibit A hereto until thereafter amended in accordance with the provisions thereof and as provided by applicable law.

1.5By-laws. At the Effective Time, the by-laws of Merger Sub, as in effect immediately prior to the Effective Time, shall become the by-laws of the Surviving Corporation until thereafter amended as provided by applicable law, the certificate of incorporation of the Surviving Corporation and such by-laws.

1.6Directors and Officers of the Surviving Corporation.

(a)The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and by-laws of the Surviving Corporation.

2

(b)The officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and by-laws of the Surviving Corporation.

ARTICLE II
CONVERSION OF SECURITIES

2.1Conversion of Capital Stock. As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of the capital stock of the Company or capital stock of Merger Sub:

(a)Capital Stock of Merger Sub. Each share of the common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, $0.01 par value per share, of the Surviving Corporation.

(b)Cancellation of Treasury Stock and Merger Sub-Owned Stock. All shares of common stock, $0.001 par value per share, of the Company (“Company Common Stock”) that are owned by the Company as treasury stock and any shares of Company Common Stock owned by Parent or Merger Sub immediately prior to the Effective Time shall be cancelled and shall cease to exist and no payment shall be made or consideration delivered in respect thereof.

(c)Merger Consideration for Company Common Stock. Subject to Section 2.2, each share of Company Common Stock (other than (i) shares to be cancelled in accordance with Section 2.1(b), (ii) shares of Company Common Stock owned by any wholly-owned Subsidiary of the Company, which shall remain outstanding, and (iii) Dissenting Shares (as defined in Section 2.4(a) below)) issued and outstanding immediately prior to the Effective Time shall be automatically converted as of the Effective Time into the right to receive $6.55 in cash per share, without interest (the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate which as of immediately prior to the Effective Time represented outstanding shares of Company Common Stock (each a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration pursuant to this Section 2.1(c) upon the surrender of such Certificate in accordance with Section 2.2.

(d)Adjustments to Merger Consideration. The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization or other like change with respect to Company Common Stock occurring (or for which a record date is established) after the date hereof and prior to the Effective Time.

(e)Treatment of Stock Options. Subject to Section 2.3, at the Effective Time, except for those options listed in Schedule 2.1(e) which are owned by the executive officers of the Company which have not been exercised at or prior to the Effective Time (the “Executive Options”), each option to purchase shares of Company Common Stock (each, a “Company Stock

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Option”) outstanding immediately prior to the Effective Time, and not exercised, which is vested or which by its terms will become vested at the Effective Time, shall be canceled and extinguished and converted into and become a right following the Effective Time to receive from the Company an amount of cash, without interest thereon and less any required withholding taxes, equal to the excess, if any, of (i) the Merger Consideration over (ii) the exercise price per share of such Company Stock Option (such amount payable in respect of any share of Company Common Stock into which a Company Stock Option is exercisable, the “Option Consideration”), multiplied by the number of shares of Company Common Stock for which such Company Stock Option is exercisable immediately prior to or at the Effective Time, and all other unvested Company Options (“Unvested Company Options”) will be cancelled without consideration. No cash payment will be due to a holder of such Company Stock Option in respect of such Company Stock Option or its termination if the amount set forth in clause (ii) exceeds the amount set forth in clause (i). Prior to the Effective Time, the Company shall take all actions (including, without limitation, obtaining all necessary consents from the holders of Company Stock Options) necessary to give effect to the transactions contemplated by this Section 2.1(e), and payments to particular holders pursuant to this Section 2.1(e) shall be conditioned upon their execution of such consents. The Option Consideration shall be payable on the first Business Day following the Effective Time. All Executive Options listed in Schedule 2.1(e) and not exercised as of the Effective Time shall remain outstanding after the Effective Time and should be continued as options to purchase a number (or fraction) of shares of common stock of the Surviving Corporation that corresponds to the percentage of the fully diluted equity of the Company represented by the shares underlying such options (and the exercise price thereof shall be adjusted accordingly) or converted into options to purchase a number (or fraction) of shares of common stock of Parent that corresponds to the percentage of the fully diluted equity of the Company represented by the shares underlying such options (and the exercise price thereof shall be adjusted accordingly) in a manner consistent with Section 409A of the Code, as determined in the sole discretion of Parent, and otherwise shall be governed by their existing terms.

2.2Exchange of Certificates. The procedures for exchanging Certificates for the Merger Consideration pursuant to the Merger are as follows:

(a)Exchange Agent. At the Effective Time, the Surviving Corporation shall deposit with Wells Fargo Bank, N.A. or another nationally recognized bank or trust company mutually acceptable to Merger Sub and the Company (the “Exchange Agent”), for the benefit of the holders of shares of Company Common Stock outstanding immediately prior to the Effective Time, for payment through the Exchange Agent in accordance with this Section 2.2, cash in an amount sufficient to make payment of the aggregate Merger Consideration pursuant to Section 2.1(c) in exchange for all of the outstanding shares of Company Common Stock (the “Exchange Fund”). The Exchange Agent shall invest such cash as directed by the Surviving Corporation on a daily basis as directed by the Surviving Corporation; provided that such investments shall be in obligations of or guaranteed by the United States of America or obligations of an agency of the United States of America which are backed by the full faith and credit of the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Moody’s Investors Services Inc. or Standard & Poor’s Corporation, or in deposit accounts, certificates of deposit or banker’s acceptances of, repurchase or reverse repurchase agreements with, or Eurodollar time deposits purchased from, commercial banks, each of which has capital, surplus and undivided profits aggregating more than $500 million (based on the most

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recent financial statements of the banks which are then publicly available at the SEC or otherwise). Any interest and other income resulting from such investments shall be paid to the Surviving Corporation and any risk of loss in connection with such investments shall be borne by the Surviving Corporation; provided that no such investment or losses thereon shall affect the Merger Consideration payable to former Company stockholders, and Parent shall promptly provide, or shall cause the Surviving Corporation to promptly provide, additional funds to the Exchange Agent for the benefit of the former Company stockholders in the amount of any such losses. All expenses related to the Exchange Agent shall be the responsibility of the Surviving Corporation.

(b)Exchange Procedures. Promptly after the Effective Time, the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of a Certificate (i) a letter of transmittal, which shall be in customary form and specify that delivery shall be effected, and risk of loss and title shall pass, only upon delivery of the Certificates to the Exchange Agent and (ii) instructions for effecting the surrender of the Certificates in exchange for the Merger Consideration payable with respect thereto. Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration that such holder has the right to receive pursuant to the provisions of this Article II, and the Certificate so surrendered shall immediately be cancelled. For the avoidance of doubt, no interest shall be paid or accrued on the Merger Consideration payable upon the surrender of Certificates. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, the Merger Consideration may be paid to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Section 2.2.

(c)No Further Ownership Rights in Company Common Stock; Stock Transfer Books. All Merger Consideration paid upon the surrender for exchange of Certificates evidencing shares of Company Common Stock in accordance with the terms hereof shall be deemed to have been paid in satisfaction of all rights pertaining to such shares of Company Common Stock, and from and after the Effective Time there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock which were outstanding immediately prior to the Effective Time. From and after the Effective Time, the holders of Certificates representing shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares, except as otherwise provided in this Agreement or by applicable law. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be cancelled and exchanged as provided in this Article II.

(d)Termination of Exchange Fund. Any portion of the Exchange Fund which remains undistributed to the holders of Company Common Stock for one (1) year after the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any holder of Company Common Stock who has not previously complied with this Section 2.2 may look only

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to the Surviving Corporation (subject to abandoned property, escheat and similar laws) for, and the Surviving Corporation shall remain liable for, payment of its claim for Merger Consideration without interest.

(e)No Liability. To the extent permitted by applicable law, none of Parent, Merger Sub, the Company, the Surviving Corporation or the Exchange Agent shall be liable to any holder of shares of Company Common Stock for any portion of the Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

(f)Withholding Rights. Each of Merger Sub and the Surviving Corporation shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock or Company Stock Options, as the case may be, such amounts as it is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code of 1986, as amended (the “Code”), or any other applicable state, local or foreign tax law. To the extent that amounts are so withheld by Merger Sub or the Surviving Corporation, such withheld amounts (i) shall be remitted by Merger Sub or the Surviving Corporation to the applicable Governmental Entity, and (ii) shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Common Stock or Company Stock Options, as the case may be, in respect of which such deduction and withholding was made by Merger Sub or the Surviving Corporation, as the case may be.

(g)Lost Certificates. In the event that any Certificate shall have been lost, stolen or destroyed, upon the holder’s compliance with the replacement requirements established by the Paying Agent, including, if necessary, the posting by the holder of a bond in customary amount as indemnity against any claim that may be made against it with respect to the Certificate, the Exchange Agent shall deliver in exchange for the lost, stolen or destroyed Certificate the Merger Consideration payable in respect of the Company Common Stock represented by the Certificate pursuant to this Section 2.2.

2.3Company Stock Options

The holders of the Company Stock Options, other than with respect to the Executive Options which are continued, shall, as a condition to their right to receive the payment contemplated by Section 2.1(e), be required to execute a stock option cancellation agreement in the form presented, acknowledging receipt of the Option Consideration and release of all rights in connection with Company Stock Options.

2.4Dissenting Shares.

(a)Notwithstanding anything to the contrary contained in this Agreement, shares of Company Common Stock held by a holder who has properly demanded in writing appraisal for such shares of Company Common Stock in accordance with Section 262 (or any successor provision) of the DGCL (any such shares being referred to as “Dissenting Shares” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under the DGCL with respect to such shares) shall not be converted into or represent the right to

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receive Merger Consideration in accordance with Section 2.1, but shall be entitled only to such rights as are granted by the DGCL to a holder of Dissenting Shares.

(b)If any Dissenting Shares shall lose their status as such (through failure to perfect or otherwise), then, as of the later of the Effective Time or the date of loss of such status, such shares shall automatically be converted into and shall represent only the right to receive Merger Consideration in accordance with Section 2.1, without interest thereon, upon surrender of the Certificates representing such shares.

(c)The Company shall give Parent and Merger Sub:  (i) prompt notice of any written demand for appraisal received by the Company prior to the Effective Time pursuant to the DGCL, any withdrawal of any such demand and any other written demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL that relate to such demand; and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such written demand, notice or instrument. The Company shall not make any payment or settlement offer prior to the Effective Time with respect to any such demand, notice or instrument unless Parent and Merger Sub shall have given their prior written consent to such payment or settlement offer, which consent shall not be unreasonably withheld or delayed.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as set forth herein or in the disclosure schedule delivered by the Company to Parent and Merger Sub and dated as of the date of this Agreement (the “Company Disclosure Schedule”), the Company represents and warrants to Parent and Merger Sub as follows; provided that the inclusion of an item in the Company Disclosure Schedule as an exception to a representation or warranty will not by itself be deemed an admission by the Company that such item is material or was required to be disclosed herein (the Company Disclosure Schedule shall be arranged in sections and paragraphs corresponding to the numbered and lettered sections and paragraphs contained in this Article III, and the disclosure in any section or paragraph of the Company Disclosure Schedule shall qualify (a) the corresponding section or paragraph in this Article III and (b) the other sections and paragraphs in this Article III to the extent that it is readily apparent from a reading of such disclosure that it also clearly qualifies or applies to such other sections and paragraphs):

3.1Organization, Standing and Power.

(a)The Company (x) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, (y) has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted and (z) is duly qualified to do business and, where applicable as a legal concept, is in good standing as a foreign corporation in each jurisdiction in which the character of the properties it owns, operates or leases or the nature of its activities makes such qualification necessary, except (with respect to clause (z) only) for such failures to be so qualified or in good standing, individually or in the aggregate, that have not had, or would not reasonably be expected to have, a Company Material Adverse Effect. For purposes of this

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Agreement, the term “Company Material Adverse Effect” means changes, events, circumstances, conditions, occurrences, developments or effects that, individually or in the aggregate, has or would reasonably be expected to have a material adverse effect on the business, properties, assets, liabilities, condition (financial or otherwise) or results of operations of the Company and its Subsidiaries, taken as a whole, or that would reasonably be expected to prevent the Company from consummating the transactions contemplated hereby; provided, however, that none of the following, either individually or in the aggregate, shall be deemed to constitute, or be taken into account in determining whether there has been or will be,  a Company Material Adverse Effect:

(i)a change in the trading prices of any of the Company’s securities, in and of itself;

(ii)reductions in regulatory reimbursement rates affecting the Company taking effect after the date hereof and the effects, changes, events, circumstances and conditions resulting therefrom;

(iii)changes in GAAP or applicable Laws after the date hereof;

(iv)changes, events, circumstances, conditions, occurrences, developments or effects resulting from the announcement of the execution of this Agreement or of the pendency of the Merger;

(v)changes, events, circumstances, conditions, occurrences, developments or effects resulting from compliance by the Company with the terms of, or the taking of any action specifically required to be taken in, this Agreement (other than the consummation of the Merger itself);

(vi)changes, events, circumstances, conditions, occurrences, developments or effects or conditions affecting the business in which the Company and its Subsidiaries operate generally;

(vii)changes in economic, financial or political conditions generally;

(viii)any act of terrorism or war (whether or not declared);

(ix)any failure by the Company and its Subsidiaries, in and of itself, to meet projections, budgets or forecasts or published revenue or earnings predictions; and

(x)any reclassifications, restructuring charges, non-recurring charges, increases in reserves and writeoffs of, to or in the financial statements of the Company and/or Compex described in (and up to the amount set forth in) Section 7.2(d)(ii);

except, in the case of clauses (ii), (vi), (vii) and (viii) above, to the extent such changes, events, circumstances, conditions, occurrences, developments or effects have a materially disproportionate adverse effect on the Company and its Subsidiaries as compared to other persons engaged in the same business.

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(b)The Company has delivered or made available to Merger Sub:  (i) a true and correct copy of the certificate of incorporation and by-laws of the Company, each as amended to date (together, the “Company Charter Documents”), and each such instrument is in full force and effect and no other organizational documents are applicable to or binding upon the Company. The Company is not in violation of any of the provisions of the Company Charter Documents in any material respect.

3.2Capitalization.

(a)The authorized capital stock of the Company as of the date of this Agreement consists of 101,000,000 shares of Company Common Stock and 1,000,000 shares of preferred stock, $0.001 par value per share (“Company Preferred Stock”). As of the date of this Agreement, (i) 71,067,722 shares of Company Common Stock are issued and outstanding, (ii) 512,183 shares of Company Common Stock are held in the treasury of the Company, (iii) no shares of Company Preferred Stock are issued or outstanding, (iv) no shares of Company Common Stock are held by any Company Subsidiaries.

(b)As of the date of this Agreement, 17,621,257 shares of Company Common Stock are reserved for issuance in connection with Company Stock Options granted under the Company 2006 Incentive Stock Plan, the Company 2000 Non-Employee Directors Options Plan, the Company 1996 Incentive Stock Plan, the Company Amended and Restated 1997 Distributor Advisory Panel Stock Option Plan, the Company 1997 Surgeon Advisory Panel Stock Option Plan and the Empi Stock Option Plan (the “Company Stock Plans”) and the miscellaneous stock option grants listed on Section 3.2(c) of the Company Disclosure Schedule. As of the date of this Agreement, except as disclosed on Schedule 3.2(c) of the Company Disclosure Schedule, the Company had no other shares of Company Common Stock or other equity securities of any class of the Company reserved for future grants or future issuance or required to be reserved for grant or issuance other than as described above.

(c)Section 3.2(c) of the Company Disclosure Schedule sets forth a complete and accurate list, as of the date hereof, of:  (i) all Company Stock Plans, indicating for each Company Stock Plan, as of such date, the number of shares of Company Common Stock previously issued under such Plan, the number of shares of Company Common Stock subject to outstanding options under such Plan, and the number of shares of Company Common Stock reserved for future issuance under such Plan including for outstanding options; and (ii) all outstanding Company Stock Options, indicating with respect to each such Company Stock Option the name of the holder thereof, the Company Stock Plan under which it was granted, the number of shares of Company Common Stock subject to such Company Stock Option, the exercise price and the date of grant thereof.

(d)Except (i) the currently outstanding Company Stock Options as set forth on Section 3.2(c) of the Company Disclosure Schedule and, (ii) the currently outstanding Company Common Stock as set forth in Section 3.2(a), (A) there are no equity securities of any class of the Company, or any security convertible or exchangeable into or exercisable for such equity securities, issued or outstanding and (B) there are no options, warrants, equity securities, calls, rights, commitments, similar obligations or Contracts (as defined herein) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries

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is bound obligating the Company or any of its Subsidiaries to issue, exchange, transfer, deliver or sell, or cause to be issued, exchanged, transferred, delivered or sold, additional shares of capital stock or other equity interests or Voting Debt (as defined below) of the Company or any of its Subsidiaries or any security or rights convertible into or exchangeable or exercisable for any such shares, other equity interests or Voting Debt, or obligating the Company or any of its Subsidiaries to grant, extend, accelerate the vesting of, otherwise modify or amend or enter into any such option, warrant, equity security, call, right, commitment or agreement. Neither the Company nor any of its Subsidiaries has any outstanding stock appreciation rights, phantom stock, performance based rights, deferred stock awards or similar rights or obligations. Except as set forth in Section 3.2(d) of the Company Disclosure Schedule, neither the Company nor its Subsidiaries, nor, to the knowledge of the Company, any of their Affiliates, is a party to or is bound by any agreements or understandings with respect to the voting (including voting trusts and proxies) or sale or transfer (including agreements imposing transfer restrictions) of any shares of capital stock or other equity interests of the Company or any of its Subsidiaries. For purposes of this Agreement, the term “Affiliate” when used with respect to any party shall mean any person who is an “affiliate” of that party within the meaning of Rule 405 promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Except as set forth on Section 3.2(d) of the Company Disclosure Schedule, there are no registration rights, and there is no rights agreement, “poison pill,” anti-takeover plan or other similar Contract or understanding to which the Company or any of its Subsidiaries is a party or by which it or they are bound with respect to any equity security of any class of the Company or any of its Subsidiaries. For purposes of this Agreement, the term “knowledge of the Company” means, with respect to any matter in question, the actual knowledge of Kenneth W. Davidson, Paul B. Chapman, Harry L. Zimmerman, William W. Burke, Jack F. Cahill and Scott A. Klosterman (collectively, the “Executive Officers”),and in each case, the knowledge that such Executive Officers would have obtained of the matter represented after reasonable inquiry of those employees of the Company whom such Executive Officers reasonably believe would have actual knowledge of the matters represented.

(e)All outstanding shares of Company Common Stock are, and all shares of Company Common Stock subject to issuance as specified in Section 3.2(c) above, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under the DGCL, the Company Charter Documents or any Contract to which the Company is a party or is otherwise bound.

(f)There are no obligations, commitments or arrangements, contingent or otherwise, of the Company or any of its Subsidiaries or, to the knowledge of the Company, of any of its Affiliates, to repurchase, redeem or otherwise acquire any shares of Company Common Stock or the capital stock of the Company, any of its Subsidiaries or any of its Affiliates or, except as set forth in Section 3.2(f) of the Company Disclosures Schedule, to provide funds or make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary or person (other than investments by the Company or any wholly-owned subsidiary of the Company in any other wholly-owned Subsidiaries).

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(g)Section 3.2(g) of the Company Disclosure Schedule sets forth a complete and correct list, as of the date of this Agreement, of each Contract pursuant to which any Indebtedness (as defined below) of the Company or its Subsidiaries is outstanding or may be incurred or guaranteed in an amount in excess of $250,000, together with the amount outstanding thereunder as of a date specified which date is within thirty-five (35) days of the date of this Agreement. “Indebtedness” means (i) indebtedness for borrowed money, whether secured or unsecured or for the deferred purchase price of property or services (other than payable in the ordinary course of business consistent with past practice) including (A) any indebtedness evidenced by a contract, note, bond, debenture or similar instrument, (B) accrued interest and any prepayment premiums, penalties, breakage costs or other similar obligations in respect thereof (excluding as a result of the consummation of the transactions contemplated hereby) and (C) any other contingent obligations in respect of the items referred to in the foregoing clauses (A) and (B), (ii) obligations under conditional or installment sale or other title retention Contracts relating to purchased property or letter of credit or similar instruments, (iii) capitalized lease obligations, (iv) obligations under interest rate cap, swap, collar or similar transactions or currency hedging transactions (valued at the termination value thereof) and (v) guarantees of any of the foregoing of another person. No event has occurred which either entitles, or could entitle (with or without notice or lapse of time or both) the holder of any Indebtedness described in Section 3.2(g) of the Company Disclosure Schedule to accelerate, or which does accelerate, the maturity of any such Indebtedness.

3.3Subsidiaries.

(a)Section 3.3(a) of the Company Disclosure Schedule sets forth, as of the date of this Agreement, each Subsidiary of the Company and all other entities in which the Company or any of its Subsidiaries owns, directly or indirectly, any shares of capital stock or equity interests and such list sets forth the name, the jurisdiction of organization, the authorized and outstanding capital stock and the record and beneficial ownership of the shares of capital stock of each Subsidiary and the Company’s and its Subsidiaries’ record and beneficial ownership in any other entity as of the date hereof. For purposes of this Agreement, (i) the term “Subsidiary” means, with respect to any party, any corporation, partnership, trust, limited liability company or other non-corporate business enterprise in which such party (or another Subsidiary of such party) holds stock or other ownership interests representing (A) more than 50% of the voting power of all outstanding stock or ownership interests of such entity, (B) the right to receive more than 50% of the net assets of such entity available for distribution to the holders of outstanding stock or ownership interests upon a liquidation or dissolution of such entity or (C) a general or managing partnership interest in such entity.

(b)Each Subsidiary of the Company is (i) a corporation, partnership or other entity duly organized, validly existing and in good standing (to the extent such concepts are applicable) under the laws of the jurisdiction of its incorporation or organization, (ii) has all requisite corporate or other organizational power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted and as proposed to be conducted, and (iii) is duly qualified to do business and is in good standing as a foreign corporation or entity (to the extent such concepts are applicable) in each jurisdiction where the character of its properties owned, operated or leased or the nature of its activities makes such qualification necessary, except (with respect to clause (iii) only) for such failures to be so

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organized, validly existing or in good standing, to have such power and authority or to be so qualified or in good standing that, individually or in the aggregate would not reasonably be expected to have a Company Material Adverse Effect. All of the outstanding shares of capital stock and other equity securities or interests of each Subsidiary of the Company are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights, and except as set forth in Section 3.3(b) of the Company Disclosure Schedule, all such shares are owned, of record and beneficially, by the Company or another of its Subsidiaries free and clear of all security interests, liens, claims, pledges, agreements, limitations in the Company’s voting rights, charges or other encumbrances. There are no outstanding or authorized options, warrants, rights, agreements or commitments to which the Company or any of its Subsidiaries is a party or which are binding on any of them providing for the issuance, disposition or acquisition of any capital stock of any Subsidiary of the Company. There are no outstanding stock appreciation, phantom stock or similar rights with respect to any Subsidiary of the Company. There are no voting trusts, proxies or other agreements or understandings with respect to the voting of any capital stock of any Subsidiary of the Company.

(c)The Company has made available to Merger Sub complete and accurate copies of all charter, by-laws or other organizational documents of each Significant Subsidiary (as defined in Section 1.02(v) of Regulation S-X promulgated under the Exchange Act) of the Company (the “Subsidiary Charter Documents”), and each such instrument is in full force and effect and no other organizational documents are applicable to or binding upon such Significant Subsidiaries. None of the Subsidiaries is in violation of any of the provisions of its constituent documents except as would not reasonably be expected to have a Company Material Adverse Effect.

(d)Except as set forth in Section 3.3(d) of the Company Disclosure Schedule, the Company does not control directly or indirectly or have any direct or indirect equity participation or similar interest in any corporation, partnership, limited liability company, joint venture, trust or other business association or entity which is not a Subsidiary of the Company and which is not set forth in Section 3.3(a) of the Company Disclosure Schedule.

3.4Authority; No Conflict; Required Filings and Consents.

(a)The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the affirmative vote for approval and adoption of this Agreement (the “Company Voting Proposal”) by the holders of a majority in voting power of the outstanding shares of Company Common Stock on the record date for the meeting of the Company’s stockholders (the “Company Meeting”) to consider adoption of this Agreement under the DGCL (the “Company Stockholder Approval”), to perform its obligations and consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, (i) the Special Committee at a meeting duly called and held, unanimously (A) determined that the Merger is fair and in the best interests of the Company and its stockholders, (B) approved this Agreement and declared its advisability in accordance with the provisions of the DGCL, and (C) directed that this Agreement be submitted to the Company Board for their approval and recommendation that the stockholders of the Company vote in favor of the adoption of this Agreement, and (ii) the Company Board, upon the recommendation of the Special Committee, at a meeting duly called and held, (A) determined that the Merger is fair and

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in the best interests of the Company and its stockholders, (B) approved this Agreement and declared its advisability in accordance with the provisions of the DGCL, and (C) directed that this Agreement be submitted to the stockholders of the Company for their adoption and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject only to the required receipt of the Company Stockholder Approval. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”).

(b)The execution and delivery of this Agreement by the Company do not, and the consummation of the transactions contemplated by this Agreement shall not, (i) conflict with, or result in any violation or breach of, any provision of the Company Charter Documents or the Subsidiary Charter Documents, (ii) except as set forth in Section 3.4(b)(ii) of the Company Disclosure Schedule conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation, modification or acceleration of any obligation or loss of any benefit) under, require a consent or waiver under, require the payment of a penalty or increased liabilities or fees or the loss of a benefit under or result in the imposition of any mortgage, right of first refusal, claim, lease, license, limitation in voting rights, security interest, pledge, lien, restriction, encroachment, charge or encumbrance (“Liens”) on the Company’s or any of its Subsidiaries’ assets under, any of the terms, conditions or provisions of any material lease, license, contract, subcontract, binding understanding, franchise, indenture, note, option, insurance policy, benefit plan or other binding agreement, instrument or obligation, written or oral (each, a “Contract”), to which the Company or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, except for any such conflicts, violations, breaches, defaults, terminations, cancellations, modifications, accelerations, losses, penalties, increased fees, liabilities, losses of material benefit, Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, or (iii) subject to obtaining the Company Stockholder Approval and compliance with the requirements specified in clauses (i) through (vii) of Section 3.4(c), conflict with or violate in any material respect any permit, concession, judgment, injunction, order, writ, decree, statute, law, ordinance, rule, determination, award or regulation of or promulgated by, or settlement subject to any Governmental Entity (“Order”) and applicable to the Company or any of its Subsidiaries or any of its or their respective properties or assets.

(c)No material consent, approval, Action, license, Order, certification, franchise or authorization of, or registration, declaration, notice or filing with, any federal, state or local, U.S. or foreign court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority, agency or instrumentality (a “Governmental Entity”) or any stock market or stock exchange on which shares of Company Common Stock are listed for trading is required by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Company or the

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consummation by the Company of the transactions contemplated by this Agreement, except for (i) the pre-merger notification requirements under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and the notification or approval under the foreign antitrust or merger control laws listed in Section 3.4(c)(i) of the Company Disclosure Schedule, (ii) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to transact business in order to continue such qualification, (iii) the filing of the Proxy Statement (as defined herein) with the Securities and Exchange Commission (the “SEC”) in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iv) the applicable requirements of state securities or “blue sky” laws, (v) any filings required under the rules and regulations of The NASDAQ National Market, (vi) the filing of such reports, schedules or materials under Rule 14a-12 or otherwise under the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereby, (vii) the consents, approvals, licenses, Orders, authorizations, registrations, declarations, notices and filings listed in Section 3.4(c)(vii) of the Company Disclosure Schedule, and (viii) such notices, consents, approvals or filings that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

(d)The Company Stockholder Approval is the only vote of the holders of any class or series of the Company’s capital stock or other securities necessary for the approval and adoption of this Agreement and for the consummation by the Company of the other transactions contemplated by this Agreement. There are no bonds, Contracts, debentures, warrants, options, series of capital stock, notes or other Indebtedness of the Company or its Subsidiaries having the right to vote (“Voting Debt”) (or convertible into, or exercisable or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company or its Subsidiaries may vote.

3.5SEC Filings; Financial Statements; Information Provided.

(a)The Company has filed all registration statements, forms, reports and other documents required to be filed by the Company or its predecessors with the SEC since January 1, 2003. All such registration statements, forms, reports and other documents (including those that the Company may file after the date hereof until the Closing) are referred to herein as the “Company SEC Reports.”  Each Company SEC Report (except to the extent that information contained in such Company SEC Report has been superseded, revised or amended by a subsequent Company SEC Report filed prior to the date hereof), (i) at the time filed, complied, as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports, each as in effect on the date filed, and (ii) did not at the time filed contain any untrue statement of a material fact or omit to state a material fact required to be stated in each such Company SEC Report or necessary in order to make the statements in each such Company SEC Report, in the light of the circumstances under which they were made, not misleading. Except as set forth in Section 3.5(a) of the Company Disclosure Schedule, no Subsidiary of the Company is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act.

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(b)Each of the Company’s consolidated financial statements (including, in each case, any related notes and schedules) contained in the Company SEC Reports at the time filed (whether prior to or after the date hereof): (i) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited interim financial statements, as permitted by the SEC on Form 10 Q (or to the extent filed only on Form 8-K as permitted by Form 8-K) under the Exchange Act); and (iii) fairly presented in all material respects the consolidated financial position of the Company and its Subsidiaries as of the dates indicated and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments that are not material in amount. Except as set forth on Section 3.5(b) of the Company Disclosure Schedule, all of the Subsidiaries of the Company are consolidated for accounting purposes. The consolidated, audited balance sheet of the Company as of December 31, 2005 is referred to herein as the “Company Balance Sheet”

(c)Except as set forth in Section 3.5(c) of the Company Disclosure Schedule or the 2005 10-K (as defined herein), neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to (i) any joint venture, off-balance sheet partnership or any similar Contract or arrangement (including without limitation any Contract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate on the other hand), including without limitation any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC); or (ii)  any hedging, derivatives or similar Contract or arrangement.

(d)Each of the principal executive officer of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or Rule 15d-14 under the Exchange Act or Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes Act”) and the rules and regulations of the SEC promulgated thereunder with respect to Company SEC Reports. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Sarbanes Act.

(e)The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures (i) are designed and maintained to ensure that information required to be disclosed by the Company is recorded, processed and reported on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents, and (ii) except as set forth in Section 3.5(e) of the Company Disclosure Schedule, have not resulted in disclosure to the Company’s outside auditors and the audit committee of the Company Board of (A) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which existed as of the date of the Company Balance Sheet and are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial data or (B) any fraud,

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whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. The Company is in compliance in all material respects with the applicable listing and other rules and regulations of The NASDAQ National Market.

(f)The Company has made available to Merger Sub a complete and correct copy of any exhibits, annexes, attachments, supplements, amendments or modifications that have not been filed with the SEC to Contracts that are currently filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act that have been requested by Parent or Merger Sub.

3.6No Undisclosed Liabilities. Except as and to the extent set forth on the Company Balance Sheet (including the notes thereto and related management discussion and analysis) included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 (the “2005 10-K”) and except as reflected in Section 3.6 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities and obligations (i) incurred in connection with the transactions contemplated hereby, (ii) incurred since the date of the Company Balance Sheet in the ordinary course of business of the Company and in a manner consistent with past practice, or (iii) that individually or in the aggregate, have not had, and would not reasonably be expected to have, a Company Material Adverse Effect.

3.7Absence of Certain Changes or Events. Since the date of the Company Balance Sheet except as set forth in Section 3.7 of the Company Disclosure Schedule or except as disclosed in the SEC Reports filed and publicly available after December 31, 2005 (the “Filed Company SEC Reports”), (a)(i) the Company and its Subsidiaries have conducted their respective businesses only in the ordinary course of business consistent with past practice, and (ii) neither the Company nor any of its Subsidiaries has taken any action which, if it had been taken after the date hereof, would have required the prior written consent of Parent and Merger Sub pursuant to clauses (a), (c), (d), (e), (h), (n) or (o) of Section 5.1; (b) neither the Company nor any of its Subsidiaries has suffered any damage, destruction or loss (whether or not covered by insurance), other than in the ordinary course of business and consistent with past practice; and (c) there has not been any change, event, circumstance, condition, occurrence, development or effect that, individually or in the aggregate, has had, or would reasonably be expected to have, a Company Material Adverse Effect.

3.8Taxes. Except where the applicable statute of limitations has expired:

(a)Except as set forth in Section 3.8(a) of the Company Disclosure Schedule, the Company and each of its Subsidiaries have timely filed all material Tax Returns that they were required to file, and all such Tax Returns were correct and complete in all material respects. The Company and each of its Subsidiaries have paid on a timely basis all material Taxes due and payable (whether or not shown on any such Tax Returns) and adequate reserves and accruals for Taxes (exclusive of any reserves or accruals for “deferred taxes” or similar items that reflect timing differences between Tax and financial accounting principles) which as of the date of the Company Balance Sheet are not yet due and owing have been provided in the Company Balance Sheet. All material liabilities for Taxes that arose since the date of the Company Balance Sheet

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arose in the ordinary course of business or as a result of the Company’s acquisition of Compex, provided that any such Taxes arose in the ordinary course of business of Compex. All material Taxes that the Company or any of its Subsidiaries is or was required by law to withhold or collect have been duly withheld or collected and, to the extent required, have been paid to the proper Governmental Entity. There are no liens or encumbrances with respect to Taxes upon any of the assets or property of the Company or its Subsidiaries, other than liens for Taxes not yet due and payable. For purposes of this Agreement, (i) “Taxes” means all taxes, charges, fees, levies or other similar assessments or liabilities, including income, gross receipts, ad valorem, premium, value-added, excise, real property, personal property, sales, use, services, license alternative or add-on minimum, transfer, withholding, employment, payroll and franchise taxes imposed by the United States of America or any state, local or foreign government, or any agency thereof, or other political subdivision of the United States or any such government, and any interest, fines, penalties, assessments or additions to tax resulting from, attributable to or incurred in connection with any tax or any contest or dispute thereof and (ii) ”Tax Returns” means all reports, returns, declarations, statements or other information required to be supplied to a taxing authority in connection with Taxes, including, without limitation, any information return, claim for refund, amended return or declaration of estimated Tax.

(b)Except as set forth in Section 3.8(b) of the Company Disclosure Schedule, there are no material deficiencies for any amount of Taxes claimed, proposed or assessed by any taxing or other Governmental Entity in writing that have not been fully paid or settled. The Company has made available to Merger Sub correct and complete copies of all federal income Tax Returns, examination reports and statements of deficiencies assessed against or agreed to by the Company since 2002. The federal income Tax Returns of the Company and each of its Subsidiaries required to file federal income Tax Returns have been audited by the Internal Revenue Service (the “IRS”) or are closed by the applicable statute of limitations for all taxable years through the taxable year specified in Section 3.8(b) of the Company Disclosure Schedule. The Company has made available to Merger Sub correct and complete copies of all other material Tax Returns of the Company and its Subsidiaries together with all related examination reports and statements of deficiency for all periods from and after 2002. Except as set forth in Section 3.8(b) of the Company Disclosure Schedule, no examination or audit of any Tax Return of the Company or any of its Subsidiaries by any Governmental Entity is currently in progress or, to the knowledge of the Company, threatened or contemplated. Neither the Company nor any of its Subsidiaries has been informed in writing by any Governmental Entity that the Governmental Entity believes that the Company or any of its Subsidiaries was required to file any Tax Return that was not filed. Neither the Company nor any of its Subsidiaries has waived any statute of limitations with respect to Taxes or agreed to an extension of time with respect to a Tax assessment or deficiency which has the effect of extending the statute of limitations to a date after the date of this Agreement.

(c)Except as set forth in Section 3.8(c) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has any material liability for any Taxes of any person (other than the Company and its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of law in any jurisdiction), or as a transferee or successor, by contract or otherwise.

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(d)Except as set forth in Section 3.8(d) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries (i) is or has ever been a member of a group of corporations with which it has filed (or been required to file) consolidated, combined or unitary Tax Returns, other than a group of which only the Company and its Subsidiaries are or were members or (ii) is a party to or bound by any Tax indemnity, Tax sharing, Tax allocation agreement or similar contract or agreement.

(e)Neither the Company nor any of its Subsidiaries is required to make any payments that would not be deductible by reason of Section 162(m) of the Code.

(f)Neither the Company nor any of its Subsidiaries has been either a “distributing corporation” or a “controlled corporation” in a distribution occurring during the last five years in which the parties to such distribution treated the distribution as one to which Section 355 of the Code is applicable.

(g)No closing agreement pursuant to section 7121 of the Code (or any similar provision of state, local or foreign law) has been entered into by or with respect to Company or any of its Subsidiaries.

(h)Except as set forth in Section 3.8(h) of the Company Disclosure Schedule, since December 31, 2002, neither the Company nor any of its Subsidiaries has agreed or is required to make any adjustments pursuant to Section 481(a) of the Code or any similar provision of state, local or foreign law by reason of a change in accounting method initiated by it or any other relevant party and neither the Company nor any of its Subsidiaries has any knowledge that the IRS has proposed any such adjustment or change in accounting method, nor has any application pending with any Governmental Entity requesting permission for any changes in accounting methods that relate to the business or assets of the Company or any of its Subsidiaries.

(i)None of the Company’s non-U.S. Subsidiaries has recognized in the taxable year of such Subsidiary that includes but does not end on the Closing Date a material amount of Subpart F income as defined in Section 952 of the Code during the portion of such taxable year that ends on the Closing Date.

(j)Neither the Company nor any of its Subsidiaries has engaged in any transaction that could give rise to (i) a disclosure obligation with respect to any person under Section 6111 of the Code or the regulations thereunder, (ii) a list maintenance obligation with respect to any person under Section 6112 of the Code or the regulations thereunder, or (iii) a disclosure obligation as a “reportable transaction” under Section 6011 of the Code and the regulations thereunder.

(k)Neither the Company nor any U.S. Subsidiary has been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.

(l)The Company has delivered or made available to the Parent for inspection complete and correct copies of all private letter rulings, revenue agent reports, closing agreements, settlement agreements, deficiency notices and any similar documents submitted by,

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received by or agreed to by or on behalf of the Company or its Subsidiaries and relating to material Taxes since 2002.

3.9Owned and Leased Real Properties.

(a)Section 3.9(a) of the Company Disclosure Schedule sets forth a complete and accurate list as of the date of this Agreement of all real property and interests in real property owned in fee by the Company or any of its Subsidiaries (collectively, the “Owned Real Property”) and the address and owner of each parcel of Owned Real Property. Except as set forth in Section 3.9(b) of the Company Disclosure Schedule, the Company or one of its Subsidiaries has good fee simple title to each parcel of Owned Real Property free and clear of all Liens, except for such Liens that, individually or in the aggregate, are not reasonably likely to result in a Company Material Adverse Effect. To the extent in the possession and control of the Company, the Company has made available to Merger Sub prior to the date hereof copies of all existing vesting deeds, title policies and surveys and all other material documents, instruments and agreements directly affecting title to the Company’s or the Company’s Subsidiaries’ property rights to ownership, use and possession of, the Owned Real Property.

(b)Section 3.9(b)(i) of the Company Disclosure Schedule sets forth a complete and accurate list as of the date of this Agreement of all real property leased, subleased or licensed by the Company or any of its Subsidiaries (the “Leased Real Property”) pursuant to lease agreements having an annual base rent in excess of $50,000(collectively, the “Leases”). Except as set forth in Section 3.9(b)(ii) of the Company Disclosure Schedule, the Company or one of its Subsidiaries has good and valid leasehold interest in the Leased Real Property. Neither the Company nor any of its Subsidiaries leases, subleases or licenses any real property to any person other than the Company and its Subsidiaries. The Company has made available to Merger Sub complete and accurate copies of all Leases.

(c)Each Lease is in full force and effect, is a valid and binding obligation of, and, subject to the Bankruptcy and Equity Exception, is legally enforceable against, the Company or Company Subsidiary party thereto and, to the knowledge of the Company, the respective counterparties thereto.

(d)Neither the Company nor any of its Subsidiaries nor, to the Company’s knowledge, any other party to any Lease is in default or material breach under any of the Leases (or has taken or has failed to take any action which, with notice, lapse of time, or both, would constitute a default) that would be likely to result in a Company Material Adverse Effect.

(e)Neither the Company nor any of its Subsidiaries is obligated under or bound by any option, right of first refusal, purchase contract or other contractual right to sell or purchase any Owned Real Property or Leased Real Property or any portions thereof or interests therein.

3.10Title to Assets. The Company and its Subsidiaries have good and valid title to, or valid and enforceable right to use under existing franchises, easements or licenses, or valid and enforceable leasehold interests in, all of its tangible personal properties, rights and assets necessary to carry on their businesses as now being conducted, except for such defects that,

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individually or in the aggregate, would not reasonably be expected to have, a Company Material Adverse Effect. Except as set forth in Section 3.10 of the Company Disclosure Schedule, all such tangible personal properties, rights and assets, other than properties, rights and assets in which any Company has a leasehold interest, are free and clear of all Liens, except for such Liens that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Company Material Adverse Effect.

3.11Intellectual Property.

(a)Except as set forth in Section 3.11(a) of the Company Disclosure Schedule, or except as would not individually or in the aggregate reasonably be expected to have a Company Material Adverse Effect, the Company and its Subsidiaries exclusively own, license or sublicense from a third party, or otherwise possess legally enforceable rights to use all Intellectual Property used in the business of the Company and its Subsidiaries as currently conducted, free of all material Liens. For purposes of this Agreement, the term “Intellectual Property” means all intellectual property or similar rights existing anywhere in the world, including without limitation, all (i) patents (including design patents), inventions, technology, designs, discoveries, processes, formulae, know-how and improvements thereto; (ii) copyrights and copyrightable works, including software, applications, code, databases, website content, systems, networks and related items, and design or creative elements of functional works; (iii)  trademarks, service marks, trade names, domain names, trade dress, logos and other source indicators; and (iv) trade secrets and confidential data and information (including any relating to customers, patients and physicians).

(b)Section 3.11(b) of the Company Disclosure Schedule sets forth a complete and accurate list of all patents, registrations and applications for Intellectual Property owned or licensed by the Company or its Subsidiaries, and all of such registrations and applications are valid, subsisting and have not expired or been cancelled or abandoned

(c)Except as listed in Section 3.11(c) of the Company Disclosure Schedule, (i) no third party is, to the Company’s knowledge, materially infringing, violating, misappropriating or making unauthorized use of (“Infringing”) any Intellectual Property of the Company or any of its Subsidiaries; (ii) the conduct of the business of the Company and its Subsidiaries as currently conducted and as presently proposed to be conducted (including the sale of products, offering of services and use of Intellectual Property in connection therewith) does not, to the Company’s knowledge, Infringe any Intellectual Property of any third party, nor has the Company received any written notice alleging same; and (iii) no Action or Order is binding upon, has been asserted or is pending, or, to the Company’s knowledge, has been threatened in writing (including “cease and desist” letters or requests for a license) against the Company or any of its Subsidiaries relating to Intellectual Property, whether owned or licensed by any of them or a third party.

(d)Except as set forth in Section 3.11(d) of the Company Disclosure Schedule, the Company and its Subsidiaries take all commercially reasonable steps to protect and preserve their material Intellectual Property (including executing confidentiality agreements with all appropriate parties and executing Intellectual Property assignment agreements with all current

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and former employees and contractors who have contributed to any Intellectual Property owned by any of them).

(e)Except as disclosed in Section 3.11(e) of the Company Disclosure Schedule, no product or service marketed, offered or sold by (and no material internal process or system operated by) the Company or any of its Subsidiaries uses, incorporates, is derived from or has embedded in it any software code subject to an “open source,” copyleft, shareware or similar license.

3.12Contracts.

(a)For purposes of this Agreement, “Company Material Contract” shall mean:

(i)any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the Company and its Subsidiaries;

(ii)any employment, consulting, severance, change in control, termination agreements or other contract with (x) any member of the Company Board, (y) any executive officer of the Company or (z) any other employee of the Company earning an annual salary equal to or in excess of $100,000, other than those that are terminable by the Company or any of its Subsidiaries on no more than thirty (30) days notice without liability or financial obligation to the Company;

(iii)any Contract or agreement pursuant to which the Company or any of its Subsidiaries agrees to indemnify or hold harmless any director or executive officer of the Company or any such Subsidiary (other than the Company Charter Documents and the Subsidiary Charter Documents);

(iv)any Contract pursuant to which the Company or any of its Subsidiaries has potential liability in respect of any purchase price adjustment, earn-out or contingent purchase price that, in each case, could reasonably be expected to result in future payments of more than $1,000,000;

(v)any Contract entered into not in the ordinary course of business and consistent with past practice containing any covenant (A) expressly limiting in any material respect the right of the Company or any of its Subsidiaries to engage in any line of business or any geographic area or to compete with any person in any line of business or any geographic area or to compete with any party, or (B) granting any exclusive rights to make, sell or distribute the Company’s products or services;

(vi)any Contract containing any covenant prohibiting or limiting the right of the Company and its Subsidiaries to develop, manufacture, market, sell or distribute any products or services;

(vii)any agreements for the pending purchase or sale, option to purchase or sell, right of first refusal, right of first offer or any other contractual right to purchase, sell, dispose of, or master lease, by merger, purchase or sale of assets or stock or

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otherwise by the Company or any of its Subsidiaries of any line of business or any material amount of assets or rights or pursuant to which the Company or any of its Subsidiaries has any material ownership interest in any other person or other business enterprise, other than Contracts under which the Company and its Subsidiaries have no further liabilities or obligations and no continuing rights;

(viii)any Contract to which the Company or any of its affiliates is a party relating to Intellectual Property, except (x) for non-exclusive commercially available, off-the-shelf licenses for software with annual fees of less than $100,000, (y) non-exclusive license agreements with sales representatives and employee confidentiality agreements, in each case entered into in the ordinary course of business and (z) any ordinary course designing, development, research, clinical study, or consulting arrangements with surgeons or other medical professionals, and in each of clauses (x), (y) and (z), containing customary provisions with respect to Intellectual Property;

(ix)any mortgages, indentures, guarantees, loans or credit agreements, security agreements, promissory notes or other Contracts to which the Company or any of its affiliates is a party relating to the borrowing of money, extension of credit or other Indebtedness involving amounts in excess of $500,000, other than accounts receivables and payables in the ordinary course of business;

(x)any settlement agreement payable directly by the Company or any of its Subsidiaries within the past three (3) years, other than (I) releases immaterial in nature or amount entered into with former employees or independent contractors of the Company in the ordinary course of business in connection with the routine cessation of such employees’ or independent contractors’ employment with the Company, (II) settlement agreements for cash only (which have been paid) and which do not exceed $250,000 as to any such settlement or (III) settlement agreements under which none of the Company or its Subsidiaries have any continuing obligations, liabilities, or rights (excluding releases);

(xi)any material general or limited partnership agreement, limited liability company agreement, or joint venture agreement to which the Company or any of its Subsidiaries is a party;

(xii)any Contract not in the ordinary course of business (other than Company Intellectual Property Contracts) either (I) involving revenues, expenditures or liabilities totaling more than $250,000 or (II) otherwise material to the Company and its Subsidiaries taken as a whole; and

(xiii)any Contract to which the Company or any of its affiliates is a party which is reasonably likely to prohibit or materially delay the consummation of the transactions contemplated by this Agreement.

(b)Section 3.12(b) of the Company Disclosure Schedule sets forth a list of all Company Material Contracts to which the Company or any of its Subsidiaries is a party as of the date hereof. True and correct copies of the Company Material Contracts have been made available to Merger Sub.

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(c)Subject to the Bankruptcy and Equity Exceptions, each Company Material Contract is legal, binding, valid and in full force and effect and is enforceable by the Company and its Subsidiaries in accordance with its respective terms, except for any such failure to be in full force and effect that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Company Material Adverse Effect. The Company and its Subsidiaries have performed in all material respects all respective obligations required to be performed by them to date under the Company Material Contracts and are not, and have not been alleged in writing to be in breach or default thereunder, and neither the Company nor any of its Subsidiaries has, or to the knowledge of the Company, no other party has, violated any provision of, or committed or failed to perform any act which, with or without notice, lapse of time or both, would constitute a default under the provisions of any Company Material Contract, except in each case for any failure to perform, violation, or default that, individually or in the aggregate, have not had, and would not reasonably be expected to have a Company Material Adverse Effect.

3.13Litigation.

(a)Except as disclosed in the Filed Company SEC Reports or except as disclosed in Section 3.13(a) of the Company Disclosure Schedule, there are no actions, suits, proceedings, claims, arbitrations, charges or investigations of which the Company has been served or otherwise notified in writing (whether civil, criminal, administrative, in law or at equity) (collectively, “Actions”) (including, but not limited to, Actions relating to (i) the liability of the Company for the design, manufacture, distribution, promotion, marketing or sale or any of its products, including indemnification Actions relating thereto; (ii) Intellectual Property (including any Actions pending in the U.S. Patent and Trademark Office); and (iii) matters regulated by the U.S. Food and Drug Administration) pending or, to the knowledge of the Company, threatened against or involving the Company, any of its Subsidiaries, any Company Plan or any of their assets, properties or rights, except for any Actions arising after the date of this Agreement that, individually or in the aggregate, would not reasonably be expected to have, a Company Material Adverse Effect. There are no material Orders outstanding against the Company or any of its Subsidiaries that, individually or in the aggregate, have had, and would reasonably be expected to have, a Company Material Adverse Effect. No officer or director of the Company is a defendant in any Action or the subject of any investigation commenced by stockholders of the Company or to the knowledge of the Company any Governmental Entity with respect to the performance of his or her duties as an officer and/or director of the Company. Except as set forth in Section 3.13(a) of the Company Disclosure Schedule, there are no Contracts with any of the directors and officers of the Company or its Subsidiaries that provide for indemnification by the Company or any of its Subsidiaries.

(b)Except as disclosed in Section 3.13(b) of the Company Disclosure Schedule, as of the date of this Agreement, since January 1, 2003 no product or service of the Company or any of its Subsidiaries is or has been subject to a recall or has failed to receive any required approval from any Governmental Entity, including the U.S. Food and Drug Administration.

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3.14Environmental Matters.

(a)Except for matters that, individually or in the aggregate, would not reasonably be expected to have, a Company Material Adverse Effect:

(i)neither the Company nor its Subsidiaries has received (A) any written notice alleging that any of them has not complied with applicable Environmental Laws or (B) any written notice, demand, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of, liable under or have obligations under any Environmental Law;

(ii)neither the Company nor any of its Subsidiaries has received a written notice that it is subject to liability for any Hazardous Substance disposal or contamination;

(iii)neither the Company nor any of its Subsidiaries is subject to any Orders of, or issued by, any Governmental Entity or is subject to any indemnity agreement with any third party addressing liability under any Environmental Law;

(iv)the Company and its Subsidiaries are, and to the knowledge of the Company at all times for the past five (5) years were, in material compliance with all applicable Environmental Laws;

(v)Hazardous Substances have not been generated, installed, transported, treated, stored, disposed of, arranged to be disposed of, released or threatened to be released by or on behalf of the Company or any of its Subsidiaries or, to the Company’s knowledge, any other Person, at, on, from or under any of the properties or facilities currently or formerly owned, leased or otherwise used by any of the Company and its Subsidiaries, that to the Company’s knowledge is in violation of, or in a manner or to a location that could give rise to liability to any of the Company and its Subsidiaries under or relating to, any Environmental Laws or environmental permits; and

(vi)to the knowledge of the Company, none of the Company and its Subsidiaries has assumed, contractually or by operation of law, any liabilities or obligations of any other person or entity under or relating to any Environmental Laws.

(b)For purposes of this Agreement, the term “Environmental Law” means any law, statute, regulation, rule, judgment, order, decree or permit requirement of, or issued by, any Governmental Entity relating to:  (i) the protection, investigation or restoration of the environment, human health and safety, or natural resources; (ii) the handling, use, storage, treatment, transport, disposal, release or threatened release of any Hazardous Substance; or (iii) noise, odor or wetlands protection.

(c)For purposes of this Agreement, the term “Hazardous Substance” means:  (i) any substance that is regulated or which falls within the definition of a “hazardous substance,” “hazardous waste” or “hazardous material” “solid waste” or any other term of similar import pursuant to any Environmental Law; or (ii) any petroleum product or by-product, asbestos-containing material, polychlorinated biphenyls, toxic mold, radioactive materials or radon.

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3.15Employee Benefit Plans.

(a)Section 3.15(a) of the Company Disclosure Schedule contains a true and complete list of each “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), including, without limitation, multiemployer plans within the meaning of Section 3(37) of ERISA), and all stock purchase, stock option, severance, employment, change-in-control, fringe benefit, bonus, incentive, deferred compensation, employee loan and all other employee benefit plans, agreements, programs, policies or other arrangements, whether or not subject to ERISA, under which (i) any current or former employee, director or consultant of the Company or its Subsidiaries (the “Company Employees”) has any right to present or future benefits and which are contributed to, sponsored by or maintained by the Company or any of its Subsidiaries or (ii) the Company or any of its Subsidiaries has any present or future material liability (other than individual forms filed by participants pursuant to a plan). All such plans, agreements, programs, policies and arrangements shall be collectively referred to as the “Company Plans.”

(b)With respect to each Company Plan, the Company has provided to Merger Sub a current, accurate and complete copy (or, to the extent no such copy exists, an accurate description) thereof and, to the extent applicable: (i) any related trust agreement or other funding instrument; (ii) the most recent determination or opinion letter, if applicable; (iii) any summary plan description and other material written communication by the Company or any of its Subsidiaries to the Company Employees concerning the extent of the benefits provided under a Company Plan; and (iv) for the three most recent years (A) the Form 5500 and attached schedules, (B) audited financial statements and (C) actuarial valuation reports.

(c)Except as disclosed in the Filed Company SEC Reports or set forth in Section 3.15(c) of the Company Disclosure Schedule, (i) each Company Plan has been administered in all respects in accordance with its terms and in compliance with the applicable provisions of ERISA, the Code and other applicable laws, rules and regulations, except in each case as would not reasonably be expected to have a Company Material Adverse Effect; (ii) each Company Plan or the prototype on which it is based which is intended to be qualified within the meaning of Section 401(a) of the Code has received a favorable determination or opinion letter as to its qualification, and, to the knowledge of the Company, nothing has occurred, whether by action or failure to act, that could reasonably be expected to cause the loss of such qualification; (iii) no event has occurred and, to the knowledge of the Company, no condition exists that would subject the Company or any of its Subsidiaries, either directly or by reason of their affiliation with any member of their “Controlled Group” (defined as any organization which is a member of a controlled group of organizations within the meaning of Sections 414(b), (c), (m) or (o) of the Code), to any material tax, fine, lien, penalty or other liability imposed by ERISA, the Code or other applicable laws, rules and regulations; (iv) no “reportable event” (as such term is defined in Section 4043 of the Code), no nonexempt “prohibited transaction” (as such term is defined in Section 406 of ERISA and Section 4975 of the Code) and no “accumulated funding deficiency” (as such term is defined in Section 302 of ERISA and Section 412 of the Code (whether or not waived)) has occurred with respect to any Company Plan that could reasonably be expected to result in material liability; (v) except as contemplated by the provisions hereof, there is no present intention that any Company Plan be materially amended, suspended or terminated, or otherwise modified to adversely change benefits (or the levels thereof) under any Company Plan

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at any time within the twelve months immediately following the date hereof; (vi) no Company Plan is a split-dollar life insurance program or otherwise provides for loans to executive officers in violation of the Sarbanes Act; and (vii) neither the Company nor any of its Subsidiaries has incurred any current or projected liability in respect of post-employment or post-retirement health, medical or life insurance benefits for current, former or retired employees of the Company or any of its Subsidiaries, except as required to avoid an excise tax under Section 4980B of the Code or otherwise except as may be required pursuant to any other applicable law.

(d)No Company Plan is a “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA) and neither the Company, its Subsidiaries nor any member of their Controlled Group has at any time during the last six (6) years sponsored or contributed to, or has or had any liability or obligation in respect of, any multiemployer plan.

(e)With respect to any Company Plan, (i) no actions, suits or claims (other than routine claims for benefits in the ordinary course) arepending or, to the knowledge of the Company, threatened that could reasonably be expected to have a Company Material Adverse Effect, (ii) to the knowledge of the Company, no facts or circumstances exist that could give rise to any such actions, suits or claims, (iii) no written or oral communication has been received from the Pension Benefit Guaranty Corporation (the “PBGC”) in respect of any Company Plan subject to Title IV of ERISA concerning the funded status of any such plan or any transfer of assets and liabilities from any such plan in connection with the transactions contemplated herein, and (iv) no administrative investigation, audit or other administrative proceeding by the Department of Labor, the PBGC, the Internal Revenue Service or other governmental agencies are pending, or, to the knowledge of the Company, threatened or in progress (including, without limitation, any routine requests for information from the PBGC) with respect to any Company Plan that could reasonably be expected to have a Company Material Adverse Effect.

(f)Except as set forth in Section 3.15(f) of the Company Disclosure Schedule, no Company Plan exists that, as a result of the execution of this Agreement, shareholder approval of this Agreement, or the transactions contemplated by this Agreement (whether alone or in connection with any subsequent event(s)), (i) could result in severance pay or any increase in severance pay upon any termination of employment after the date of this Agreement, (ii) could accelerate the time of payment or vesting or result in any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, increase the amount payable or result in any other material obligation pursuant to, any of the Company Plans, (iii) could limit or restrict the right of the Company to merge, amend or terminate any of the Company Plans, or (iv) could result in payments under any of the Company Plans which would not be deductible under Section 280G of the Code. No Company Stock Option is subject to Section 409A of the Code and, to the knowledge of the Company, all Company Plans are operated in material good faith compliance with the applicable provisions of Section 409A of the Code.

(g)Except as set forth in Section 3.15(g) of the Company Disclosure Schedule or with respect to government sponsored or mandated plans or programs, no Company Plan is maintained outside the jurisdiction of the United States, or covers employees residing and primarily working outside the United States (any such Company Plan set forth in Section 3.15(g) of the Company Disclosure Schedule, “Foreign Benefit Plans”). With respect to any Foreign

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Benefit Plans except as would not result in a Company Material Adverse Effect: (i) all Foreign Benefit Plans have been established, maintained and administered in compliance with their terms and all applicable Orders; (ii) the Company has timely satisfied its funding obligations with respect to all Foreign Benefit Plans that are required to be funded.

3.16Compliance With Laws. Except as set forth in Section 3.16 of the Company Disclosure Schedule, (i) the Company and each of its Subsidiaries have conducted their respective businesses and are in compliance with all applicable laws, Orders, settlements (including those with Governmental Entities and including without limitation any of same relating to privacy, data security and  personal information) and (ii) no notice, Action or assertion has been received by the Company or any of its Subsidiaries within the last three (3) years or, to the knowledge of the Company, has been filed, commenced or threatened against the Company or any of its Subsidiaries alleging any violation of any applicable laws, except for failures to comply or violations that, individually or in the aggregate, would not reasonably be expected to have, a Company Material Adverse Effect.

3.17Permits. The Company and each of its Subsidiaries have all permits, licenses, franchises, certificates, approvals and authorizations, from Governmental Entities required to conduct their businesses, except for such permits, licenses, franchises, certificates, approvals and authorizations, the absence of which, individually or in the aggregate, would not reasonably be expected to have, a Company Material Adverse Effect (the “Company Permits”). The Company and each of its Subsidiaries are in compliance with the terms of the Company Permits, except for such failures to comply that, individually or in the aggregate, would not reasonably be expected to have, a Company Material Adverse Effect. Section 3.17 of the Company Disclosure Schedule sets forth a true and complete list of all material Company Permits.

3.18Payors.

(a)Except as set forth in Section 3.18(a) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is subject to any investigation, inquiry or proceeding (other than routine surveys or audits in the ordinary course of business), or, to the knowledge of the Company, is any such investigation, inquiry or proceeding threatened, nor is the Company or any of its Subsidiaries currently involved in any material dispute with (i) any Governmental Entity payor or (ii) any third party payor (e.g., a health insurer, HMO, PPO and the like) that provides in excess of 5% of the total annual revenue of the Company and its Subsidiaries on a consolidated basis (pro forma giving effect to the Compex acquisition) (a “Material Payor”), and neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Entity or Material Payor to the effect that such Material Payor intends to cease doing business or significantly reduce the volume of its business with the Company or any of its Subsidiaries or change any of the material terms related to its contracts with the Company or any of its Subsidiaries.

(b)Neither the Company nor any of its Subsidiaries, nor any officer, director or employee of the Company or any of its Subsidiaries nor, to the knowledge of the Company any agent or  independent contractor of the Company or any of its Subsidiaries has been excluded or debarred by any laws or Orders from any healthcare program run by any Governmental Entity,

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and no formal Action to exclude or debar the Company or any of its Subsidiaries from any such healthcare program is pending or, to the knowledge of the Company, threatened in writing.

3.19Company Health Care Regulatory Compliance.

(a)The Company and its Subsidiaries are in compliance in all material respects with all applicable provisions pertaining to Federal Health Care Programs (as defined in 42 U.S.C. §1320a-7b) and all other governmental programs, all requirements of the Federal Anti-kickback Statute at 42 U.S.C. §1320a-7b and Federal Physician Self-Referral law at 42 U.S.C. §1395nn, and all applicable state statutes, regulations, laws, pronouncements and doctrines relating to kickbacks, fee-splitting, physician referrals and corporate practice of medicine.

(b)No officer or director of the Company or any of its Subsidiaries, nor to the knowledge of the Company, any employee, agent or independent contractor of the Company or any of its Subsidiaries:

(i)has been indicted or convicted (within the meaning set forth in 42 U.S.C.§ 1320a-7(i)) of: (A) any offense related to or in connection with the delivery of an item or service under a Federal Health Care Program (as defined at 42 U.S.C. § 1320a-7b(f));  (B) a criminal offense relating to neglect or abuse of patients in connection with the delivery of a health care item or service; (C) any act or omission in a health care program or fraud, theft, embezzlement, breach of fiduciary responsibility, or other financial misconduct; (D) obstructing an investigation of any crime referred to in (A) through (C) above; or (E) unlawful manufacture, distribution, prescription, or dispensing of a controlled substance;

(ii)has been required to pay any civil monetary penalty under 42 U.S.C. 1320a-7a;

(iii)has been excluded from participation in any Federal Health Care Program or other government procurement program; or

(iv)has engaged in any activity that could subject such person or entity to the permissive exclusion authority provisions of the Medicare and state health care programs under 42 U.S.C. 1320a-7a(b).

(c)Neither the Company or any of its Subsidiaries nor, to the knowledge of the Company, any of their respective employees, agents or independent contractors  (in their capacity as such) is a target of, participant in, or subject of any Action by or on behalf of any Governmental Entity or any other third party payor (including, without limitation, any qui tam suits or suits brought pursuant to federal or state false claims acts, or Medicaid, Medicare or state fraud and abuse or billing compliance laws), nor, to the knowledge of the Company, is any such Action threatened.

(d)Except as would not reasonably be expected to have a Company Material Adverse Effect, the Company and its Subsidiaries are in compliance with the requirements of the Federal Food, Drug and Cosmetic Act, 21 U.S.C. § 201 et seq., and its implementing regulations, 21 C.F.R. § 1 et seq., and with applicable guidances, standards or policies issued by the Food and Drug Administration (the “FDA”), including without limitation: (i) FDA requirements for

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premarket notification and/or premarket approval prior to introduction of devices into commerce; (ii) FDA requirements for Quality System Regulation for manufacture of medical devices; and (iii) FDA requirements for advertising, labeling and promotion of medical devices.

(e)Except as set forth in Section 3.19(e) of the Company Disclosure Schedule, neither the Company nor its Subsidiaries, nor, to the knowledge of the Company, any of their respective employees, agents or independent contractors (in their capacity as such) is a target of, participant in or subject of any investigation or other enforcement action by the FDA, and to the knowledge of the Company, there are no outstanding compliance matters (responses to inspections by the FDA, responses to Warning Letters from the FDA, product recalls, corrections or market withdrawals) that remain to be addressed.

3.20Labor Matters. Section 3.20 of the Company Disclosure Schedule contains a list as of the date of this Agreement of all employees of the Company and each of its Subsidiaries whose annual rate of base compensation exceeds $100,000 per year, along with the position and the annual rate of base compensation of each such person. Neither the Company nor any of its Subsidiaries is the subject of any charge or proceeding before the National Labor Relations Board or other Governmental Entity asserting that the Company or any of its Subsidiaries has committed an unfair labor practice. There are no pending labor strikes, walkouts, work stoppages, slow-downs, or lockouts involving the Company or any of its Subsidiaries, nor to the knowledge of the Company has there been any such controversies within the past three (3) years. Except as set forth in Section 3.20 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is party to any collective bargaining agreement or other labor union contract applicable to persons employed by the Company or any of its Subsidiaries, nor, to the knowledge of the Company, are there any activities by any labor unions to organize such employees except for such activities that would not reasonably be expected to have a Company Material Adverse Effect. The Company and its Subsidiaries are in material compliance with all applicable laws, agreements, contracts, policies, plans and programs relating to employment and employment practices, including but not limited to any obligations pursuant to the Worker Adjustment and Retraining Notification Act of 1988.

3.21Insurance. Each of the Company and its Subsidiaries maintains insurance policies with reputable insurance carriers against all risks of a character and in such amounts as are, in the reasonable judgment of management of the Company, deemed to be appropriate. Copies of all such material insurance policies maintained by the Company and its Subsidiaries have been made available to Merger Sub. Except as set forth in Section 3.21 of the Company Disclosure Schedule and except as would not reasonably be expected to have a Company Material Adverse Effect: (i) all such policies are in full force and effect, and (ii) neither the Company nor any of its Subsidiaries is in material breach or default, and no event has occurred which, with notice or the lapse of time, would constitute such a material breach or default, or permit termination or modification, under any policy. Except as set forth in Section 3.21 of the Disclosure Schedule, there is no claim by the Company or any of its Subsidiaries pending under any such policies which (a) has been denied or disputed by the insurer other than denials and disputes in the ordinary course of business or (b) if not paid, that individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect.

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3.22Opinion of Financial Advisor. The financial advisor of the Special Committee, First Albany Capital, Inc. (“First Albany”), has delivered to the Special Committee an opinion dated the date of this Agreement to the effect, as of such date, that the Merger Consideration is fair to the holders of Company Common Stock from a financial point of view. An executed copy of this opinion has been delivered to Merger Sub, and a true and correct copy of such opinion is set forth as Section 3.22 of the Company Disclosure Schedule.

3.23Section 203 of the DGCL. The Company Board has taken all actions necessary so that the restrictions contained in Section 203 of the DGCL applicable to a “business combination” (as defined in Section 203 of the DGCL) shall not apply to the execution, delivery or performance of this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement.

3.24Brokers; Fees. No agent, broker, investment banker, financial advisor or other firm or person is or shall be entitled, as a result of any action, agreement or commitment of the Company or any of its Affiliates, to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with any of the transactions contemplated by this Agreement, except Banc of America Securities LLC and First Albany Capital Inc., whose fees and expenses shall be paid by the Company. True and correct copies of the engagement letters with Banc of America Securities LLC and First Albany Capital, Inc. in connection with this transaction have been delivered to Merger Sub.

3.25Transactions with Affiliates. Except as set forth in Section 3.25 of the Company Disclosure Schedule or disclosed in the Filed Company SEC Reports, there are no Contracts or transactions between the Company or any of its Subsidiaries, on the one hand, and any (i) officer or director of the Company or any of its Subsidiaries, (ii) record or beneficial owner of five percent or more of the voting securities of the Company or (iii) Affiliate or family member of any such officer, director or record or beneficial owner, on the other hand, except those of a type available to employees of the Company generally. Since the enactment of the Sarbanes Act, neither the Company nor any of its Subsidiaries has extended credit in the form of a personal loan, or modified any then existing personal loans, to any executive officers or directors of the Company other than travel and other expense advances to employees in the ordinary course of business.

3.26Foreign Corrupt Practices Act. Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any of their respective officers, directors, agents and employees have taken any action that (i) violated the United States Foreign Corrupt Practices Act, 15 U.S.C. Sections 78dd-1 et seq., or (ii) violated any similar law of any jurisdiction in which the Company or any of its Subsidiaries conducts business.

3.27No Other Representations and Warranties. Except for the representations and warranties of the Company contained in this Agreement, the Company is not making and has not made, and no other person has made on behalf of the Company, any express or implied representation or warranty in connection with this Agreement or the transactions contemplated hereby, and no other person is authorized to make any such representations and warranties on behalf of the Company.

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ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF PARENT

Except as set forth herein or in the disclosure schedule delivered by Parent to the Company and dated as of the date of this Agreement (the “Merger Sub Disclosure Schedule”), Parent represents and warrants to the Company as follows (Merger Sub Disclosure Schedule shall be arranged in sections and paragraphs corresponding to the numbered and lettered sections and paragraphs contained in this Article IV and the disclosure in any section or paragraph of Merger Sub Disclosure Schedule shall qualify (a) the corresponding section or paragraph in this Article IV and (b) the other sections and paragraphs in this Article IV to the extent that it is readily apparent from a reading of such disclosure that it also clearly qualifies or applies to such other sections and paragraphs):

4.1Organization, Standing and Power. Each of Parent and Merger Sub (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has all requisite limited liability company or corporate power or other power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted, and (iii) is duly qualified to do business and, where applicable as a legal concept, is in good standing as a foreign corporation or other entity, as the case may be, in each jurisdiction in which the character of the properties it owns, operates or leases or the nature of its activities makes such qualification necessary, except for (with respect to clause (iii) only) such failures to be so qualified or in good standing, individually or in the aggregate, that are not reasonably likely to result in a Parent Material Adverse Effect. For purposes of this Agreement, the term “Parent Material Adverse Effect” means any material delay or adverse effect on the ability of Parent or Merger Sub to fully and timely consummate the transactions contemplated by this Agreement.

4.2Authority; No Conflict; Required Filings and Consents.

(a)Each of Parent and Merger Sub has all requisite limited liability company or corporate power or other power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement by Parent and Merger Sub have been duly authorized by all necessary corporate or other action on the part of Parent and Merger Sub. This Agreement has been duly executed and delivered by Parent and Merger Sub and constitutes the valid and binding obligation of Parent and Merger Sub, enforceable against it in accordance with its terms, subject to the Bankruptcy and Equity Exception.

(b)The execution, delivery and performance of this Agreement by each of Parent and Merger Sub do not, and the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement shall not, (i) conflict with, or result in any violation or breach of, any provision of its certificate of formation or limited liability company agreement or certificate of incorporation or by-laws or comparable governing documents, (ii) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation, modification or acceleration of any obligation or loss of any benefit) under, require a consent or waiver under, require the

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payment of a penalty or increased liabilities, fees or the loss of a benefit under or result in the imposition of any Lien on Parent or Merger Sub’s assets under, any of the terms, conditions or provisions of any Contract to which Parent or Merger Sub is a party or by which any of them or any of their properties or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses (i) and (ii) of Section 4.2(c), conflict with or violate any franchise, license, Order or Law applicable to Parent or Merger Sub or any of their respective properties or assets, except in the case of clause (iii) of this Section 4.2(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, modifications, accelerations, losses, penalties, increased fees, liabilities, losses of material benefit or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, are not reasonably likely to result in a Parent Material Adverse Effect.

(c)No consent, approval, action, license, Order, certification, consent, approval, franchise or authorization of, or registration, declaration, notice or filing with, any Governmental Entity is required by or with respect to Parent or Merger Sub in connection with the execution, delivery and performance of this Agreement by Parent or Merger Sub or the consummation by Parent or Merger Sub of the transactions contemplated by this Agreement, except for (i) the pre-merger notification requirements under the HSR Act and applicable foreign antitrust or trade regulation laws, (ii) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which the Company or Merger Sub is qualified as a foreign corporation to transact business in order to continue such qualification and (iii) such other consents, approvals, Orders, authorizations, registrations, declarations, notices and filings which, if not obtained or made, would not be reasonably likely to result in a Parent Material Adverse Effect.

4.3Information Provided. The information to be supplied by or on behalf of Parent and Merger Sub for inclusion in the Proxy Statement to be sent to the stockholders of the Company in connection with the Company Meeting shall not on the date the Proxy Statement is first mailed to stockholders of the Company in the case of the Proxy Statement, at the time of the Company Meeting or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made in the Proxy Statement not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Meeting which has become false or misleading. If at any time prior to the Company Meeting any fact or event relating to Parent or Merger Sub or any of their respective Affiliates which should be set forth in a supplement to the Proxy Statement should be discovered by Parent or Merger Sub or should occur, Parent and Merger Sub shall, promptly after becoming aware thereof, inform the Company of such fact or event.

4.4Litigation. There is no Action pending or, to the knowledge of Parent or Merger Sub, threatened against or involving Parent or Merger Sub or any of their respective assets, properties or rights that, individually or in the aggregate, has had or is reasonably likely to have a Parent Material Adverse Effect.

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4.5Financing.

(a)Parent has delivered to the Company complete and correct copies of (i) a fully executed commitment letter (the “Debt Commitment Letter”) from Bank of America, N.A., Bank of America Securities LLC and Credit Suisse Securities (USA) LLC (together, the “Senior Lenders”), pursuant to which such financial institutions have committed, upon the terms and subject to the conditions set forth therein, to provide (A) senior credit facilities in the amount of up to $325 million, (B) up to $215 million in senior subordinated bridge financing (the “Bridge Financing”), and (C) any high yield debt financing (the “High Yield Debt Financing”) used to fund the acquisition in lieu of the Bridge Financing in connection with the transactions contemplated by this Agreement (collectively, the “Debt Financings”) and (ii) a fully executed commitment letter from Blackstone Capital Partners V L.P. (the “Equity Commitment Letter”), pursuant to which Blackstone Capital Partners V L.P. has committed, upon the terms and subject to the conditions set forth therein, to provide equity financing in the aggregate amount of up to $335 million in connection with the transactions contemplated by this Agreement. The Debt Commitment Letter and the Equity Commitment Letter are hereinafter referred to collectively as the “Commitment Letters.”

(b)As of the date hereof: (i) the Commitment Letters are in full force and effect and the Commitment Letters have not been amended or terminated; (ii) all commitment fees required to be paid thereunder will be duly paid in full when due; and (iii) excluding any breach caused by the Company or its Subsidiaries, there is no breach existing thereunder. Parent has not, as of the date hereof, been informed by the Senior Lenders of any fact, occurrence or condition unrelated to the Company that would cause the financing contemplated by either of the Commitment Letters to not be consummated as contemplated therein.

4.6Solvency. At the Closing immediately after giving effect to the transactions contemplated by this Agreement (after giving effect to all financings to be undertaken by Parent and its affiliates in connection therewith and with the Merger), the Company will be Solvent (assuming for the purposes of this representation that the Company was Solvent immediately prior to Closing and assuming the accuracy as of the Closing of the representations and warranties contained in Article III hereof) and the use of the proceeds of the financing as contemplated hereby will be in compliance with the relevant provisions of the DGCL. For purposes of the preceding sentence, “Solvent” shall mean that:  (i) the fair saleable value of the assets of the Company is, on the date of determination, greater than the sum of the total amount of liabilities of the Company as of such date, contingent liabilities set forth in Section 3.6 of the Company Disclosure Schedule or Note 18 of the Company Balance Sheet, and total par value of the Company’s issued outstanding capital stock; (ii) the Company is able to pay all of its liabilities as such liabilities become absolute and mature; and (iii) the Company does not have unreasonably small capital for conducting the business theretofore or proposed to be conducted by it following consummation of the Merger (and the term “Solvency” shall have a corresponding meaning). No transfer of property is being made and no obligation is being incurred in connection with the transactions contemplated by this Agreement or the Commitment Letters with the intent to hinder, delay or defraud any present or future creditors of the Surviving Corporation and the Subsidiaries.

4.7No Other Representation and Warranties. Except for the representations and warranties of Parent and Merger Sub in this Agreement, neither the Parent or Merger Sub is making nor has made, and no other person has made on behalf of Parent or Merger Sub, any

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express or implied representation or warranty in connection with this Agreement or the transactions contemplated hereby, and no other person is authorized to make any such representations and warranties on behalf of Parent or Merger Sub.

ARTICLE V
CONDUCT OF BUSINESS

5.1Covenants of the Company. Except as set forth in Section 5.1 of the Company Disclosure Schedule, as expressly provided in this Agreement, or as consented to in writing by Merger Sub, during the period commencing on the date of this Agreement and ending at the Effective Time or such earlier date as this Agreement may be terminated in accordance with its terms (the “Pre-Closing Period”), the Company shall, and shall cause each of its Subsidiaries to, act and carry on its business in the ordinary course of business consistent with past practice and use commercially reasonable efforts to maintain and preserve its and each of its Subsidiary’s business organization, assets and properties and preserve its business relationships with customers, employees, strategic partners, suppliers, distributors and others having business dealings with it and maintain in full force and effect until the Effective Time substantially the same levels of coverage of insurance with respect to the assets, operations and activities of the Company and its Subsidiaries as are in effect as of the date of this Agreement. Without limiting the generality of the foregoing, except as set forth in Section 5.1 of the Company Disclosure Schedule, or, as expressly contemplated by this Agreement, during the Pre-Closing Period the Company shall not, and shall cause its Subsidiaries not to, directly or indirectly, do any of the following without the prior written consent of Parent and Merger Sub, which consent shall not be unreasonably withheld, conditioned or delayed:

(a)(i) declare, set aside or pay any dividends on, or make any other distributions (whether in cash, securities or other property) in respect of any of the capital stock of the Company or any of its Subsidiaries (other than dividends and distributions by a direct or indirect wholly owned Subsidiary of the Company to its parent); (ii) adjust, split, combine or reclassify any of the capital stock of the Company or any of its Subsidiaries or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of capital stock or any other securities of the Company or any of its Subsidiaries; or (iii) purchase, redeem or otherwise acquire any shares of capital stock or any other securities of the Company or any of its Subsidiaries or any rights, warrants or options to acquire any such shares or other securities;

(b)issue, deliver, sell, grant, pledge or otherwise dispose of or encumber any shares of capital stock of the Company or any of its Subsidiaries, any other voting securities or any securities convertible into or exchangeable for, or any rights, warrants or options (including Company Stock Options) to acquire, any such shares, voting securities or convertible or exchangeable securities (other than the issuance of shares of Company Common Stock upon the exercise of Company Stock Options outstanding on the date of this Agreement and listed in Section 3.2(c) of Company Disclosure Schedule in accordance with the terms of the applicable Company Stock Plan);

(c)amend or cause, adopt or propose any amendments to the Company Charter Documents or the Subsidiary Charter Documents;

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(d)acquire (i) by merging or consolidating with, or by purchasing all or a substantial portion of the assets or any stock of, or by any other manner, any business or any corporation, partnership, joint venture, limited liability company, association or other business organization or division thereof or (ii) any assets (other than (A) with respect to capital expenditures, those capital expenditures set forth in the fiscal 2006 budget previously provided to Merger Sub and up to $1,000,000 of unbudgeted capital expenditures in the aggregate and (B) the acquisition of assets in the ordinary course of business and which do not involve an aggregate consideration of more than $1,000,000);

(e)sell, lease, license, assign, pledge, subject to a material Lien or otherwise dispose of or encumber, in whole or in part, any properties or assets or rights (including Intellectual Property) of the Company or of any of its Subsidiaries (other than (i) sales of assets in the ordinary course of business consistent with past practice having a value not in excess of $1,000,000 in the aggregate, (ii) non-exclusive licenses extended to customers in the ordinary course of business and consistent with past practice, and (iii) sales of equipment and other tangible assets no longer used or useful in the Company’s business);

(f)adopt, propose or implement any stockholder rights plan;

(g)except for transactions between the Company and any of its wholly-owned Subsidiaries or between one wholly-owned Subsidiary and another wholly-owned Subsidiary, (i) incur or assume any Indebtedness for borrowed money or guarantee any such Indebtedness of another person or amend any such existing Indebtedness, (ii) issue, sell or amend any debt securities or warrants or other rights to acquire any debt securities of the Company or any of its Subsidiaries, guarantee any debt securities of another person, enter into any “keep well” or other agreement to maintain the financial condition of another person or enter into any arrangement having the economic effect of any of the foregoing, or (iii) other than rolling over any current hedging arrangements or other financing agreement or arrangement set forth in Section 3.2(g) of the Company Disclosure Schedule, enter into any hedging agreement or other financial agreement or arrangement designed to protect the Company or its Subsidiaries against fluctuations in commodities prices or exchange or interest rates;

(h)make any changes in accounting methods, procedures, principles or practices, except insofar as may be required by a change in GAAP or, except as so required, change any assumption underlying, or method of calculating, any bad debt, contingency or other reserve;

(i)establish, adopt, enter into, amend, terminate or grant any waiver or consent under any Company Plan or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Company Plan if it were in existence as of the date of this Agreement; (ii) increase the compensation or fringe benefits of any Company Employee (except for increases in salary or hourly wage rates, in the ordinary course of business consistent with past practice or the payment of accrued or earned but unpaid bonuses or as required by applicable law or any Contract or Company Plan existing on the date hereof); (iii) grant any severance or termination pay to any Company Employee except as required by applicable law or any Contract or Company Plan existing on the date hereof and set forth in Section 5.1(i) of the Company Disclosure Schedule; (iv) loan or advance any money other than travel advances in the

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ordinary course of business or other property to any Company Employee; (v) grant any equity or equity based awards, including the grant of stock options, stock appreciation rights, restricted stock or restricted stock units; (vi) undertake any action, expressed or implied, that confers upon any Company Employee any rights or remedies (including, without limitation, any right to employment or continued employment for any specified period) of any nature or kind whatsoever under or by reason of this Agreement; (vii) take any action other than in the ordinary course of business to fund or in any other way secure the payment of compensation or benefits under any Company Plan; or (viii) allow for the commencement of any new offering periods under any employee stock purchase plans;

(j)make or change any material Tax election, settle or compromise any material Tax liability, amend any material Tax Return, change any method of Tax accounting, enter into any material closing agreement with respect to any Tax, agree to the extension or waiver of the statute of limitations with respect to the assessment or determination of any Taxes or surrender any right to claim a material Tax refund or take any other similar action relating to the filing of any Tax Return or the payment of any Tax;

(k)except as set forth in Section 5.1(k) of the Company Disclosure Schedule, initiate, compromise or settle (i) any Action (other than in connection with the enforcement of the Company’s rights under this Agreement) or (ii) any claim under any insurance policy for the benefit of the Company or any of its Subsidiaries, in either case involving an amount in excess of $200,000;

(l)enter into any joint venture, general or limited partnership agreement, limited liability company agreement or other similar agreement;

(m)(i) enter into any Contract that if existing on the date hereof would be a “Company Material Contract”, “Intellectual Property License” or “Source Code Agreement” other than in the ordinary course of business and consistent with past practice, (ii) enter into, terminate, amend, supplement or modify in any material respect any Company Material Contract other than in the ordinary course of business and consistent with past practice, (iii) waive, release, cancel, allow to lapse, convey, encumber or otherwise transfer any material rights or claims thereunder (other than in connection with the settlement of the Actions referred to in, and to the extent permitted by, clause (k) above) or (iv) change incentive policies or payments under any Contracts existing on the date hereof or entered into after the date hereof, except for immaterial changes made in the ordinary course of business consistent with past practice with respect to non-management employees only;

(n)make any loan, advance or capital contribution to or investment in any person, other than loans, advances or capital contributions to or investments in a wholly-owned Subsidiary of the Company;

(o)cancel any debts or waive any claims or rights of substantial value (including the cancellation, compromise, release or assignment of any Indebtedness owed to, or claims held by, the Company or any its Subsidiaries), except for cancellations made or waivers granted with respect to claims other than Indebtedness in the ordinary course of business consistent with past practice which, in the aggregate, are not material or for claims other than

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Indebtedness which are cancelled or waived in connection with the settlement of the Actions referred to in, and to the extent permitted by, clause (k) above;

(p)(i) fail to manage and retain cash and cash equivalents and investments in marketable securities in a manner other than in the ordinary course of business and consistent with past practice and in their current country (provided that such cash and cash equivalents and investments in marketable securities shall be managed in conformity with the reasonable instructions of Parent and Merger Sub in order to maximize the amount of cash available to fund the Merger Consideration and shall not be invested in a manner reasonably expected to incur any losses, expenses, penalties, costs or other liabilities (including, without limitation, any “breakage costs”) in connection with the funding of the Merger Consideration) or (ii) fail to manage accounts payable or accounts receivable in a manner consistent with past practice;

(q)take any action that would reasonably be expected to result in any of the representations and warranties set forth in Article III becoming false or inaccurate such that the condition set forth in Section 7.2(a) would fail to be satisfied;

(r)amend, extend, renew or enter into new insurance policies, except (in the case of insurance other than directors’ and officers’ liability insurance policies) on such terms and for such amounts as is consistent with past practice or on terms and for such amounts as the Company and its Subsidiaries reasonably believe are prudent for the business of the Company and its Subsidiaries;

(s)take (or permit any of its Subsidiaries to take) any action or enter into any transaction, including any merger, acquisition, joint venture, disposition, lease, Contract or debt or equity financing, that would reasonably be expected to impair, delay or prevent the obtaining of financing contemplated by any Commitment Letter; or

(t)authorize any of, or commit or agree, in writing or otherwise, to take any of, the foregoing actions.

5.2Confidentiality. The parties acknowledge that an Affiliate of Merger Sub and the Company have previously executed a confidentiality agreement, dated as of May 1, 2006 (the “Confidentiality Agreement”), which Confidentiality Agreement shall continue in full force and effect in accordance with its terms, except as expressly waived or modified as provided herein or therein; provided that, notwithstanding anything to the contrary in the Confidentiality Agreement, Parent and Merger Sub shall be permitted to discuss and share “Information” (as defined in the Confidentiality Agreement) with any potential financing source or other person or entity that will take equity, general or limited partner or member, voting, profit sharing or other form of co-investment interest in the transaction so long as such person agrees to be bound by the terms of the Confidentiality Agreement.

5.3Financing Commitments.

(a)Parent and the Company will use reasonable best efforts to fully satisfy, on a timely basis, all terms, conditions, representations and warranties set forth in the Commitment Letters. Parent will use reasonable best efforts to enter into definitive agreements with respect to the financings contemplated by the Commitment Letters on terms and conditions

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no less favorable to Parent in the aggregate than the Commitment Letters and on such other terms and conditions as shall be satisfactory to Parent as soon as commercially reasonable but in any event at or prior to the Closing, including reasonable best efforts to (i) negotiate definitive agreements with respect thereto on terms and conditions contained therein or on terms that are not materially adverse to the Company as compared to the terms set forth in the Commitment Letters and (ii) to satisfy all conditions applicable to Parent and Merger Sub in such definitive agreements that are within its control. Parent will furnish correct and complete copies of such definitive agreements to the Company promptly upon their execution. In the event that any of the financings contemplated by the Commitment Letters becomes unavailable on the terms and conditions contemplated in the Commitment Letters, Parent shall use its reasonable best efforts to arrange to obtain any such portion from alternative sources on terms no less favorable in the aggregate to Parent as compared to the terms set forth in the Commitment Letters.

(b)Parent shall keep the Company informed in reasonable detail with respect to all material activity concerning the status of the financings contemplated by the Commitment Letters. Parent shall not amend or alter, or agree to amend or alter, any Commitment Letter in any material respect in any manner that would materially impair or delay or prevent the transactions contemplated by this Agreement without the prior written consent of the Company. Parent will promptly inform the Company and the Special Committee upon its becoming aware of any event, fact or condition principally unrelated to the Company which would reasonably be expected to cause the consummation of the financing transaction contemplated in the Commitment Letters to be delayed or materially adversely affected. Parent will notify the Company and the Special Committee promptly or upon receipt of any notice from either of the Senior Lenders in the financing it committed to provide at the Effective Time that such Senior Lender intends to withdraw, change or modify any of the loans described in the Commitment Letters in any material respect.

(c)The Company agrees to use its reasonable best efforts to provide Parent with such cooperation (provided such cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries) in connection with the arrangement of the financings contemplated by the Debt Commitment Letter as may be reasonably requested by Parent, including (i) participation in meetings, drafting sessions, due diligence sessions, management presentation sessions, “road shows” and sessions with rating agencies, (ii) preparation of business projections, financial statements (including pro forma financial statements), offering memoranda, private placement memoranda, prospectuses and similar documents and the representations contained therein and (iii) execution and delivery of any underwriting or placement agreements, pledge and security documents, other financing documents, including any indemnity agreements, or other requested certificates or documents, including a certificate of the chief financial officer of the Company with respect to solvency matters, comfort letters of accountants, consents of accountants for use of their reports in any materials relating to the financing to be used in connection with the transactions contemplated by this Agreement, legal opinions, surveys and title insurance as may be reasonably requested by Parent. The Company shall also use its reasonable best efforts to take such further action as may be required to cause an independent auditor of the Company to provide any unqualified opinions, consents or customary comfort letters with respect to the financial statements. The Company shall allow Parent’s representatives the opportunity to review and comment upon the financial statements (including pro forma financial statements) in draft form and to allow such

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representatives access to the Company and supporting documentation with respect to the preparation of such financial statements and the independent auditors’ work papers relating to such financial statements. Notwithstanding the foregoing, neither the Company nor any of its Subsidiaries shall be required to pay any commitment or other similar fee or incur any other liability in connection with the financings contemplated by the Commitment Letters prior to the Effective Time.

(d)The Company shall use its reasonable best efforts to commence a self tender offer and consent solicitation (the “Note Tender Offer”) to repurchase any and all of the outstanding 9.75% Senior Subordinated Notes due 2012 (the “Notes”) issued by Encore IHC, Inc. (the “Issuer”) and guaranteed by the Company and certain of its subsidiaries (the “Subsidiary Guarantors”). The Company shall commence the Note Tender Offer on a date prior to, but in any event, not more than fifteen (15) days prior to, the estimated date of mailing of the Proxy Statement or on any other date designated by Parent on at least five (5) days prior notice to the Company. The Note Tender Offer shall be effected strictly pursuant to the terms and conditions set forth in Section 5.3(d) of the Company Disclosure Schedule (unless otherwise agreed to in writing by the parties), shall be conditioned on the completion of the Merger and the consummation of the Refinancing, and otherwise in compliance with applicable laws and SEC rules and regulations; provided that (A) this Agreement shall not have been terminated in accordance with Section 8.1, and (B) at the time of such commencement, Parent shall have otherwise performed or complied with, in all material respects, all of its agreements and covenants required by this Agreement to be performed on or prior to the time that the Note Tender Offer is commenced. The Company shall waive any of the conditions to the Note Tender Offer (other than the conditions that the Merger shall have been consummated and that there shall be no order or injunction prohibiting consummation of the Note Tender Offer) as may be reasonably requested by Parent and shall not, without the consent of Parent, waive any condition to the Note Tender Offer or make any changes to the terms and conditions of the Note Tender Offer other than as agreed between Parent and the Company. Notwithstanding the immediately preceding sentence, the Company need not make any change to the terms and conditions of the Note Tender Offer requested by Parent that decreases the price per Note payable in the Note Tender Offer or related consent solicitation or imposes conditions to the Note Tender Offer or related consent solicitation in addition to those set forth in Section 5.3(d) of the Company Disclosure Schedule that are materially adverse to holders of the Notes, unless such change is approved by the Company in writing.

(i)The Company covenants and agrees that, immediately following the consent expiration date, assuming the requisite consents are received, the Company, the Issuer and the Subsidiary Guarantors shall execute a supplemental indenture to the indenture governing the Notes, which supplemental indenture shall implement the amendments described in the offer to purchase, related letter of transmittal, and other related documents (collectively, the “Offer Documents”) and shall become operative immediately at the Effective Time, subject to the terms and conditions of this Agreement (including the conditions to the Note Tender Offer). Concurrent with the Effective Time, Parent shall cause the Surviving Corporation to accept for payment and thereafter promptly pay for the Notes that have been properly tendered and not withdrawn pursuant to the Note Tender Offer.

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(ii)Promptly after the date of this Agreement, Parent shall prepare all necessary and appropriate documentation in connection with the Note Tender Offer, including the Offer Documents. Parent and the Company shall cooperate with each other in the preparation of the Offer Documents. All mailings to the holders of the Notes in connection with the Note Tender Offer shall be subject to the prior review of, and comment by, the Company and Parent and shall be reasonably acceptable to each of them. If at any time prior to the completion of the Note Tender Offer any information in the Offer Documents should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Offer Documents, so that the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be disseminated to the holders of the Notes (which supplement or amendment and dissemination may, at the reasonable direction of Parent, take the form of a filing of a Report on Form 8-K). Notwithstanding anything to the contrary in this Section 5.3(d), the Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable Law to the extent such Laws are applicable in connection with the Note Tender Offer. To the extent that the provisions of any applicable Law conflict with this Section 5.3(d), the Company shall comply with the applicable Law and shall not be deemed to have breached its obligations hereunder by such compliance.

(iii)In connection with the Note Tender Offer, Parent may select one or more dealer managers, information agents, depositaries and other agents to provide assistance in connection therewith and the Company shall enter into customary agreements (including indemnities) with such parties so selected. Parent shall pay the reasonable fees and out-of-pocket expenses of any dealer manager, information agent, depositary or other agent retained in connection with the Note Tender Offer. Parent and Merger Sub shall, on a joint and several basis, indemnify and hold harmless the Company, the Subsidiaries, their respective officers and directors and each person, if any, who controls the Company within the meaning of Section 20 of the Exchange Act for and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with the Note Tender Offer and the Offer Documents; provided, however, that neither Parent nor Merger Sub shall have any obligation to indemnify and hold harmless any such party or person to the extent that any such liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred arises from disclosure provided by the Company that is determined to have contained a material misstatement or omission.

(e)At the Closing, immediately following the consummation of the Merger, Surviving Corporation shall consummate a refinancing (the “Refinancing”) pursuant to which the Company shall (a) repurchase and retire all of the issued and outstanding Notes validly tendered and not withdrawn in the Note Tender Offer and (b) repay in full all of the outstanding principal and premium, if any, together with accrued interest and fees and all amounts under the Credit Agreement, dated as of October 4, 2004, among Encore Medical IHC, Inc., as Borrower, the Company, as Holdings, Bank of America, N.A., (“Bank of America”), as Administrative Agent, Swing Line Lender and L/C Issuer, the Other Lender Parties named therein and Banc of America Securities LLC, as Sole Lead Arranger and Sole Book Manager, as amended as of December 20, 2005 (the “Existing Credit Agreement”).

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(f)At or prior to the Effective Time, the Company shall use its reasonable best efforts to deliver to Parent copies of payoff letters from Bank of America acknowledging that, subject to repayment of the aggregate principal amount outstanding under the Existing Credit Agreement, together with all interest accrued thereon and any other fees or expenses payable thereunder, (i) the Existing Credit Agreement has been terminated, (ii) any and all Liens held by Bank of America or any other collateral agent under the Existing Credit Agreement related thereto have been released and (iii) the Company and its Subsidiaries have been released from any and all liabilities and obligations under the Existing Credit Agreement and any related guaranties (other than any obligations under any indemnification or similar provision that survive such termination).

ARTICLE VI
ADDITIONAL AGREEMENTS

6.1No Solicitation.

(a)No Solicitation or Negotiation. During the Pre-Closing Period, the Company agrees that it and its Subsidiaries shall not, and that it shall use its commercially reasonable efforts to ensure that none of its or its Subsidiaries’ respective directors, officers, employees, investment bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, investment bankers, attorneys, accountants, other advisors and representatives collectively, “Representatives”) shall, directly or indirectly, take any of the following actions:

(i)solicit, initiate, knowingly encourage or otherwise knowingly facilitate (including by way of furnishing non-public information) any inquiries or the making of any proposal or offer (including any proposal from or offer to the Company’s shareholders) with respect to, or that would reasonably be expected to lead to, any Acquisition Proposal;

(ii)enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person any non-public information or grant access to its properties, books and records or personnel in connection with, any Acquisition Proposal; or

(iii)terminate, release, amend, waive or modify any provision of any confidentiality, standstill or similar agreement to which it or any of its Subsidiaries is a party (or fail to take reasonable measures to enforce the provisions of any such agreements), or take any action to exempt any person (other than Parent, Merger Sub and their Affiliates) from the restrictions on “business combinations” contained in Section 203 of the DGCL or otherwise cause such restrictions not to apply.

Notwithstanding the foregoing, the Company may, but only prior to the approval and adoption of this Agreement at Company Meeting, to the extent failure to do so would reasonably be expected to result in a breach of the fiduciary duties to stockholders of the Company Board under applicable law, as determined in good faith by the Special Committee after consultation with outside counsel, in response to a bona fide, unsolicited written Acquisition Proposal received by the Company after the date of this Agreement that the Special Committee determines in good faith after consultation with outside counsel and its financial

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advisor (which shall be First Albany or another nationally recognized investment banking firm) is reasonably expected to result in a Superior Proposal, in each case, so long as such Acquisition Proposal did not result from a breach by the Company of this Section 6.1 and the Company has complied with this Section 6.1 in all material respects, (x) furnish information with respect to the Company to the person making such Acquisition Proposal and its Representatives pursuant to a customary confidentiality agreement not less restrictive of the other party than the Confidentiality Agreement, (y) participate in discussions or negotiations with such person and its Representatives regarding any Acquisition Proposal, and (z) waive any standstill provisions related to the submission of such Acquisition Proposal; provided that the Company shall substantially contemporaneously make available to Parent and Merger Sub (to the extent it has not previously done so) all nonpublic information made available to such person making such Acquisition Proposal.

(b)No Change in Recommendation or Alternative Acquisition Agreement. During the Pre-Closing Period, neither the Company Board nor any committee thereof shall:

(i)fail to make, withhold, withdraw or modify or change in any manner adverse to Parent, or publicly propose or resolve to fail to make, withhold, withdraw or modify or change in a manner adverse to Parent, the approval or recommendation by the Company Board or any committee thereof with respect to the Merger or the Company Voting Proposal;

(ii)approve, recommend or take any position other than to recommend rejection (including withdrawing, modifying or changing in a manner adverse to Parent any such recommendation of rejection) of any Acquisition Proposal (either of clause (i) and/or clause (ii) of this Section 6.1(b), a “Change in the Company Recommendation”); or

(iii)authorize, cause or permit the Company to enter into (or publicly propose that the Company enter into) any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other similar agreement (an “Alternative Acquisition Agreement”) with respect to any Acquisition Proposal or authorize, approve or publicly recommend or propose to approve or recommend any Acquisition Proposal or any agreement, understanding or arrangement relating to any Acquisition Proposal (or resolve or authorize or propose to agree to do any of the foregoing actions), except for a confidentiality agreement referred to in Section 6.1(a) entered into in the circumstances referred to in Section 6.1(a).

Notwithstanding the foregoing, if at any time prior to the approval and adoption date of this Agreement at the Company Meeting only, the Company receives an unsolicited Superior Proposal and the Special Committee determines in good faith, after consultation with its outside legal counsel, that failure to take action would reasonably be expected to result in a breach of the fiduciary duties to the stockholders by the Special Committee under applicable law, following expiration of the Notice Period (as defined below) the Special Committee may (A) effect a Change in the Company Recommendation or (B) terminate this Agreement to enter into a definitive agreement with respect to such Superior Proposal; provided that the Special Committee may not effect such Change in the Company Recommendation pursuant to the foregoing clause (A) or terminate this Agreement pursuant to the foregoing clause (B) unless:

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(u)the Company has complied in all material respects with, and the Acquisition Proposal was not a result of a breach by the Company of, Section 6.1;

(v)the Special Committee shall have first provided prior written notice to Parent that it is prepared to effect a Change in the Company Recommendation in response to a Superior Proposal or terminate this Agreement to enter into a definitive agreement with respect to such Superior Proposal, which notice shall attach the most current version of any proposed written agreements relating to the transaction that constitutes such Superior Proposal, including the identity of the person making such Superior Proposal and shall promptly notify Parent of any material revisions to the Superior Proposal;

(w)Parent and its Representatives shall have had three (3) Business Days following receipt of such notice from the Company (or longer period if extended by the mutual agreement of the Company and Parent) (the “Notice Period”) to make a proposal (if Parent desires) to modify the terms of this Agreement;

(x)following receipt of any such proposal with respect to modifications to the terms of this Agreement by Parent, the Company and its Representatives shall have negotiated in good faith with Parent and its Representatives (if Parent desires to so negotiate) to make such modifications to the terms of this Agreement as would make the relevant Acquisition Proposal no longer a Superior Proposal;

(y)after the Company and its Representatives shall have negotiated in good faith with Parent and its Representatives to make such modifications to the terms of this Agreement as would make the relevant Acquisition Proposal no longer a Superior Proposal, the Special Committee shall have again determined in good faith, after consultation with its outside legal counsel and financial advisor (which shall be First Albany or another nationally recognized investment banking firm), and after taking into account any such modifications proposed by Parent, that failure to effect a Change in the Company Recommendation in response to such Superior Proposal or terminate this Agreement to enter into a definitive agreement with respect to such Superior Proposal would reasonably be expected to be a breach of its fiduciary duties to stockholders under applicable Law; and

(z)with respect to a termination of this Agreement by the Company pursuant to clause (B) of this Section 6.1(b), the Company shall

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have paid the Termination Fee pursuant to Section 8.3(b), prior to, and as a condition of, such termination.

The Company shall be required to deliver a new written notice in the event of any material revisions to the Superior Proposal, in which event a new Notice Period shall commence following receipt of such new written notice by Parent.

(c)Notices to Parent. The Company shall as promptly as possible (but in any event within forty-eight (48) hours) provide oral and written notice to Parent of receipt by the Company of any Acquisition Proposal, any inquiry with respect to, or any request for nonpublic information in connection with, any Acquisition Proposal, the material terms and conditions of any such Acquisition Proposal, inquiry or request and the identity of the person making any such Acquisition Proposal, inquiry or request and shall keep Parent informed on a current basis of the status thereof and of any material communications, material modifications or material developments with respect to such Acquisition Proposal, inquiry or request, including, without limitation, copies of all Acquisition Proposals, inquiries or requests and written information relating thereto, including draft agreements, term sheets and material communications. The Company agrees that it and its Subsidiaries will not enter into a confidentiality agreement with any person subsequent to the date of this Agreement that prohibits the Company from providing such information to Parent.

(d)Certain Permitted Disclosure. Nothing contained in this Section 6.1 or in Section 6.3 (or elsewhere in this Agreement) shall be deemed to prohibit the Company from complying in good faith with respect to a tender or exchange offer contemplated by Rule 14d-9 or Rule 14e-2 promulgated under the Exchange Act; provided, however, that neither the Company nor Company Board nor any committee thereof shall (i) recommend that the stockholders of the Company tender or exchange their shares of Company Common Stock in connection with any such tender or exchange offer (or otherwise approve or recommend any Acquisition Proposal) or (ii) withhold, withdraw or modify the Company Board’s recommendation with respect to the Merger or the Company Voting Proposal, unless in each case the requirements of this Section 6.1 shall have been satisfied.

(e)Cessation of Ongoing Discussions. The Company shall inform its Representatives of the obligations undertaken in this Section 6.1 promptly following the date of this Agreement. The Company shall, and shall direct its Representatives to, cease immediately all discussions and negotiations that commenced prior to the date of this Agreement regarding any proposal that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal and shall request that all confidential information previously furnished to any such third parties be promptly returned or destroyed.

(f)Definitions. For purposes of this Agreement:

“Acquisition Proposal” means any proposal or offer (i) relating to a merger, reorganization, consolidation, dissolution, sale of substantial assets, tender offer, exchange offer, recapitalization, liquidation, dissolution, joint venture, share exchange or other business combination involving the Company or any of its Subsidiaries, (ii) for the issuance by the Company of 20% or more of its equity securities or (iii) to acquire in any

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manner, directly or indirectly, 20% or more of the capital stock or assets of the Company or any of its Subsidiaries, in each case other than the transactions contemplated by this Agreement.

“Superior Proposal” means any unsolicited, bona fide written proposal, which was not obtained in violation of this Section 6.1, made by a third party to acquire, directly or indirectly, at least 90% of the equity securities or all or substantially all of the assets of the Company, pursuant to a tender or exchange offer, a merger, a consolidation or a sale of its assets, (i) which the Special Committee determines in its good faith reasonable judgment (after consultation with its legal and financial advisor, such financial advisor which shall be First Albany or another nationally recognized investment banking firm) would, if consummated, result in a transaction that is (A) more favorable to the holders of Company Common Stock from a financial point of view than the transactions contemplated by this Agreement (including any proposal by Parent to amend the terms of this Agreement), taking into account all the terms and conditions of such proposal and this Agreement and other factors reasonably deemed relevant by the Special Committee and (B) reasonably capable of being completed on the terms proposed, in each case taking into account all financial (including the financing terms of such proposal), regulatory, legal (with the advice of outside counsel) and other aspects of such proposal, and (ii) which has no financing condition.

6.2Proxy Statement.

(a)As promptly as practicable after the execution of this Agreement, the Company, in cooperation with Parent, shall prepare and, on or before August 14, 2006 (the “Final Proxy Filing Date”), As promptly as practicable after the execution of this Agreement, the Company, in cooperation with Parent, shall prepare and, on or before August 14, 2006, shall file with the SEC the Proxy Statement. Subject to Section 6.1(a), the Company, acting through the Company Board, shall include in the Proxy Statement the recommendation of the Company Board that the stockholders of the Company vote in favor of the Merger and the adoption of this Agreement (the “Company Recommendation”). The Company shall respond to any comments of the SEC or its staff and shall cause the Proxy Statement to be mailed to its stockholders at the earliest practicable time after the resolution of any such comments. The Company shall notify Parent promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement and shall supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Proxy Statement. The Company shall use reasonable best efforts to cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, Parent or the Company, as the case may be, shall promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. Notwithstanding the foregoing, the Company shall not file with the SEC or mail to its stockholders the Proxy Statement, any amendment thereto, any other

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soliciting material or any such other documents without Parent’s prior approval (which shall not be unreasonably withheld), except that such approval shall not be required for filings or mailings necessitated by a Change in Company Recommendation made in accordance with Section 6.1.

(b)The Company agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it or its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement will, at the date of mailing to the Company’s stockholders and at the time of the Company Meeting or the date of any amendment thereof or supplement thereto, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Parent agrees, as to itself and Merger Sub, that none of the information supplied or to be supplied by it or its Merger Sub for inclusion or incorporation by reference in the Proxy Statement will, at the date of mailing to the Company’s stockholders and at the time of the Company Meeting or the date of any amendment thereof or supplement thereto, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each of the Company, Parent and Merger Sub agree to correct any information provided by it for inclusion in the Proxy Statement which shall have become false or misleading.

6.3Stockholders Meeting.

(a)The Company, acting through the Company Board and/or the Special Committee, shall take all actions in accordance with applicable law, the Company Charter Documents and the rules of The NASDAQ National Market to promptly and duly call, give notice of, convene and hold as promptly as practicable the Company Meeting for the purpose of considering and voting upon the Company Voting Proposal. Subject to Section 6.1, (i) the Company Board shall recommend approval of the Company Voting Proposal by the stockholders of the Company and include such recommendation in the Proxy Statement, (ii) the Company Board shall not withhold, withdraw or modify in a manner adverse to Parent, or publicly propose or resolve to withhold, withdraw or modify in a manner adverse to Parent, the recommendation of the Company Board that the Company’s stockholders vote in favor of the Company Voting Proposal, and (iii) the Company shall take all action that is both reasonable and lawful to solicit from its stockholders proxies in favor of the Company Voting Proposal and shall take all other action reasonably necessary or advisable to secure the vote or consent of the stockholders of the Company required by the rules of The NASDAQ National Market or the DGCL to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, the Company, with the prior approval of Parent may adjourn or postpone the Company Meeting to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the Company’s stockholders or, if as of the time for which the Company Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Meeting.

(b)Prior to the termination of this Agreement in accordance with Section 8.1, (i) nothing contained in this Agreement shall limit in any way the obligation of the Company to convene and hold the Company Meeting in accordance with Section 6.3(a) of this Agreement

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and (ii) the Company shall not submit to the vote of its stockholders any Acquisition Proposal other than the transactions contemplated by this Agreement.

6.4NASDAQ Quotation. The Company agrees to use its reasonable best efforts to remove from quotation the Company Common Stock on The NASDAQ National Market effective as of the Effective Time.

6.5Access to Information. During the Pre-Closing Period, the Company shall (and shall cause each of its Subsidiaries to) afford to Merger Sub’s officers, employees, accountants, counsel, potential funding sources, placement agents, financing representatives and other Representatives, reasonable access, upon reasonable notice, during normal business hours and in a manner that does not unreasonably disrupt or interfere with business operations, to all of its properties, books, contracts, commitments, personnel and records as Merger Sub shall reasonably request, and, during such period, the Company shall (and shall cause each of its Subsidiaries to) (a) furnish promptly to Merger Sub, its accountants, counsel, potential funding sources, placement agents and other Representatives (x) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities laws and (y) all other information concerning its business, finances, operations, properties, assets and personnel as Merger Sub may reasonably request and (b) will instruct the Company’s employees and Representatives to cooperate with Merger Sub in its investigation of the business of the Company and its Subsidiaries. Parent and Merger Sub will hold any such information, and will cause all of its accountants, counsel, potential funding sources, placement agents and other Representatives to hold any such information, that is nonpublic in confidence in accordance with the Confidentiality Agreement and shall be jointly and severally liable as if it were an original party thereto.

6.6Legal Requirements.

(a)Subject to the terms hereof, including Sections 6.2, 6.3 and 6.6(b), the Company, Parent and Merger Sub shall, and the Company shall cause its Subsidiaries to, each use their reasonable best efforts to:

(i)take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby as promptly as practicable;

(ii)as promptly as reasonably practicable, provide notice to and, as applicable, obtain from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations, or Orders required to be obtained or made by the Company, Parent or Merger Sub or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby including those set forth in Section 3.4(c)(vii) of the Company Disclosure Schedule; provided that in connection therewith, without the prior written consent of Merger Sub which shall not be unreasonably withheld, none of the Company or its Subsidiaries will make or agree to make any material payment or accept any material conditions or obligations, including amendments to existing conditions and obligations;

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(iii)as promptly as reasonably practicable, make all necessary filings, notifications, and thereafter make any other required submissions, with respect to this Agreement and the Merger with any Governmental Entity or other third party that may be necessary for the performance of its obligations hereunder and the consummation of the transactions contemplated hereby, including those required under (A) the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable law; and

(iv)execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement.

The Company, Parent and Merger Sub shall cooperate with each other in connection with the making of all such filings. The Company, Parent and Merger Sub shall each use their reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law (including all information required to be included in the Proxy Statement) in connection with the transactions contemplated by this Agreement. For the avoidance of doubt, Parent, Merger Sub and the Company agree that nothing contained in this Section 6.6(a) shall modify or affect their respective rights and responsibilities under Section 6.6(b).

(b)The Parent, Merger Sub and the Company agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their reasonable best efforts to prepare, within the applicable regulatory deadlines, any required merger notifications or obtain any government clearances or approvals required for Closing under the HSR Act and any other federal, state or foreign law, regulation or decree designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade (collectively “Antitrust Laws”), to respond to any government requests for information under any Antitrust Law, and to contest and resist any action, including any legislative, administrative or judicial action, and to seek to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Merger or any other transactions contemplated by this Agreement under any Antitrust Law (an “Antitrust Order”). The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to any Antitrust Law. Without limiting the generality of the foregoing, neither the Parent, Merger Sub, nor any of its Affiliates (or any of their respective subsidiaries) nor (unless such action is conditioned upon the Closing) the Company or any of its Affiliates, shall, under this Section 6.6(b), be required to (i) effect any sale, divestiture or disposition of existing or acquired assets or businesses, or (ii) take or agree to take any other action or agree to any limitation that (A) adversely affects any of the Parent’s, Merger Sub’s, the Company’sand any of its Subsidiaries’ or any of their Affiliates’ existing or acquired businesses, or (B) would have a materially adverse effect on any material benefit the Purchaser or the Company or its stockholders seek to receive from the transactions contemplated by this Agreement.

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(c)Notwithstanding anything in this Agreement to the contrary, neither Company, Parent, Merger Sub nor any of their respective Affiliates shall be under any obligation to take any action under this Section if the United States Department of Justice or the United States Federal Trade Commission authorizes its staff to seek a preliminary injunction or restraining order to enjoin consummation of the Merger.

6.7Public Disclosure. The parties shall cooperate in the Company’s preparation and prompt issuance of a mutually acceptable press release announcing the execution of this Agreement; provided, that filing of a Current Report on Form 8-K with the SEC including as an exhibit thereto a copy of this Agreement shall be the Company’s responsibility. Thereafter, prior to the Closing or termination of this Agreement, the parties shall not issue any report, statement or press release or otherwise make any public statements with respect to this Agreement and the transactions contemplated by this Agreement without the prior approval of the other party, except as may be required by law or the rules and regulations of The NASDAQ National Market or in connection with the enforcement of this Agreement, in which case the parties will use their reasonable best efforts to reach mutual agreement as to the language of any such report, statement or press release in advance of publication. The Company and Merger Sub, and Merger Sub and the Company shall consult with the other party before issuing any other press release or otherwise making any public statement with respect to the Merger or this Agreement.

6.8Indemnification.

(a)From the Effective Time through the sixth anniversary of the date on which the Effective Time occurs, Parent and the Surviving Corporation, jointly and severally, shall indemnify and hold harmless each person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, a director or officer of the Company or any of its Subsidiaries (the “Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements (collectively, “Costs”), incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to the fact that the Indemnified Party is or was an officer or director of the Company or any of its Subsidiaries, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under the DGCL for officers and directors of Delaware corporations. Each Indemnified Party will be entitled, subject to applicable law, to advancement of expenses incurred in the defense of any such claim, action, suit, proceeding or investigation from the Surviving Corporation within ten (10) Business Days of receipt by Merger Sub or the Surviving Corporation from the Indemnified Party of a request therefor; provided that any person to whom expenses are advanced provides an undertaking, to the extent then required by the DGCL, to repay such advances if it is ultimately determined that such person is not entitled to indemnification.

(b)The certificate of incorporation and by-laws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors and officers of the Company and its Subsidiaries than are presently set forth in the Company Charter Documents, which provisions shall not be amended, modified or repealed for a period of six (6) years time from the Effective Time in a manner that would adversely affect the rights thereunder of individuals who, at or prior

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to the Effective Time, were officers or directors of the Company, unless such amendment, modification or repeal is required by applicable law after the Effective Time.

(c)The Surviving Corporation shall maintain at no expense to the beneficiaries, in effect for six (6) years from the Effective Time “tail” insurance or other insurance policies with respect to directors’ and officers’ liability insurance with respect to matters existing or occurring at or prior to the Effective Time in an amount and scope at least as favorable as the coverage applicable to directors and officers as of the date hereof under the Company’s directors’ and officers’ liability insurance policy; provided that if such “tail” or other policies are not available at an annual cost not greater than 175% of the annual premiums paid as of the date hereof under such policy (the “Insurance Cap”) (which premium the Company hereby represents and warrants is as set forth in Section 6.8(c) of the Company Disclosure Schedule), then the Surviving Corporation shall cause to be obtained as much comparable insurance as can reasonably be obtained in its good faith judgment at a cost up to but not exceeding the Insurance Cap.

(d)The provisions of this Section 6.8 are intended to be in addition to the rights otherwise available to the current and former officers and directors of the Company by law, charter, statute, by-law or agreement, and shall operate for the benefit of, and shall be enforceable by, each of the Indemnified Parties, their heirs and their representatives.

(e)Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or its Subsidiaries any of their officers, directors or employees, it being understood and agreed that the indemnification provided for in this Section 6.8 is not prior to or in substitution for any such claims under such policies.

(f)This Section 6.8 is intended to be for the benefit of, and shall be enforceable by the Indemnified Parties and their heirs and personal representatives and shall be binding on the Surviving Corporation and its successors and assigns. In the event the Surviving Corporation or its successor or assign (i) consolidates with or merges into any other person or entity and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person or entity, then, and in each case, and as a condition to Surviving Corporation entering into such consolidation, merger or transfer of properties and assets, proper provision shall be made so that the successor and assign of the Surviving Corporation shall honor the obligations set forth with respect to the Surviving Corporation in this Section 6.8.

(g)The obligations of Parent and the Surviving Corporation under this Section 6.8 shall not be terminated or modified by Parent or the Surviving Corporation in a manner as to adversely affect any Indemnified Party to whom this section applies without the prior written consent of the affected Indemnified Party.

6.9Notification of Certain Matters. During the Pre-Closing Period, Merger Sub shall give prompt notice to the Company, and the Company shall give prompt notice to Merger Sub, of (a) the occurrence, or failure to occur, of any event, which occurrence or failure to occur is

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reasonably likely to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate in any material respect, in each case at any time during the Pre-Closing Period, or (b) any material failure of Parent, Merger Sub or the Company, as the case may be, or of any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement which would reasonably be expected to prevent or materially delay the Closing. Notwithstanding the above, the delivery of any notice pursuant to this Section will not limit or otherwise affect the remedies available hereunder to the party receiving such notice or the conditions to such party’s obligation to consummate the Merger.

6.10Exemption from Liability Under Section 16. Prior to the Closing, the Company shall take all such steps as may be reasonably required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock) which will result from the transactions contemplated by Articles I and II of this Agreement by each officer or director who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company.

6.11Resignations. The Company shall obtain and deliver to Merger Sub at the Closing evidence reasonably satisfactory to Merger Sub of the resignation, effective as of the Effective Time, of all directors of the Company and its Subsidiaries (except those designated by Merger Sub to the Company in writing prior to the Closing).

6.12Transfer Taxes The Company, Parent and Merger Sub shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer or stamp taxes, any transfer, recording, registration and other fees and any similar taxes that become payable in connection with the transactions contemplated by this Agreement (together with any related interests, penalties or additions to Tax, “Transfer Taxes”), and the parties shall cooperate in attempting to minimize the amount of Transfer Taxes.

6.13Takeover Statutes. If any takeover statute is or becomes applicable to this Agreement, the Merger or the other transactions contemplated by this Agreement, each of the parties and their respective boards of directors shall (a) take all necessary action to ensure that such transactions contemplated hereby may be consummated as promptly as reasonably practicable upon the terms and subject to the conditions set forth in this Agreement and (b) otherwise act to eliminate or minimize the effects of such takeover statute.

6.14Employee Matters.

(a)Without limiting any additional rights that any Company Employee may have under any Company Plan or Contract, Parent shall cause the Surviving Corporation and each of its Subsidiaries, for the period commencing at the Effective Time and ending on the first anniversary thereof, to maintain for active Company Employees, unless consented to by the Executive Officers with respect to themselves (i) compensation levels (such term to include salary, bonus opportunities, commissions and severance) that in the aggregate are no less favorable than the overall compensation levels maintained for and provided to such Company

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Employees immediately prior to the Effective Time, and (ii) benefits (and the costs thereof) provided under Company Plans that in the aggregate are no less favorable than the benefits (and the costs thereof) disclosed in Section 3.15(a) of the Company Disclosure Schedule; provided, however, subject to the foregoing, that nothing herein shall prevent the amendment or termination of any Company Plan or interfere with the Surviving Corporation’s right or obligation to make such changes as are necessary in each case solely to conform with applicable law.

(b)As of and after the Effective Time, Parent will, or will cause the Surviving Corporation to, give active Company Employees full credit for purposes of eligibility and vesting and benefit accruals (but not for purposes of benefit accruals under any defined benefit pension plans), under any employee compensation and incentive plans, benefit (including vacation) plans, programs, policies and arrangements maintained for the benefit of Company Employees as of and after the Effective Time by Parent, its Subsidiaries or the Surviving Corporation for the Company Employees’ service with the Company and its Subsidiaries and their respective predecessors or any other entities for which the Company or its Subsidiaries gave credit (each, a “Parent Plan”) to the same extent recognized by the Company and its Subsidiaries under the corresponding Employee Plan (if any) prior to the Effective Time. In addition, with respect to each Parent Plan that is a “welfare benefit plan” (as defined in Section 3(1) of ERISA), Parent shall cause or shall cause the Surviving Corporation to (i) cause there to be waived any pre-existing condition, exclusions, actively at work requirements, insuitability requirements or other eligibility limitations and (ii) give effect, in determining any deductible, co-insurance, and maximum out-of-pocket limitations, to claims incurred and amounts paid by, and amounts reimbursed to, Company Employees and their dependents under corresponding plans maintained by the Company and its subsidiaries immediately prior to the Effective Time. The provisions of this Section 6.14 shall also apply to employees of the Company or its Subsidiaries who are on disability or leave of absence and their dependents.

(c)The Company and Parent acknowledge and agree that all provisions contained herein with respect to Company Employees are included for the sole benefit of the Company, its Subsidiaries and Parent and shall not create any right (i) in any other Person, including, Company Employees, Company Plans or any beneficiary thereof or (ii) to continued employment with Parent, the Surviving Corporation, the Company, its Subsidiaries or any of their respective Affiliates.

6.15SEC Filings; Financial Statements.

(a)During the Pre-Closing Period, the Company shall file all Company SEC Reports required to be filed by the Company. Each Company SEC Report (i) shall be filed on a timely basis, (ii) shall comply, when filed, as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports, each as in effect on the date filed, and (iii) shall not when filed contain any untrue statement of a material fact or omit to state a material fact required to be stated in each such Company SEC Report or necessary in order to make the statements in each such Company SEC Report, in the light of the circumstances under which they were made, not misleading.

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(b)Each of the consolidated financial statements (including, in each case, any related notes and schedules) to be contained in the Company SEC Reports to be filed pursuant to Section 6.15(a) above: (i) shall comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto; (ii) shall be prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited interim financial statements, as permitted by the SEC on Form 10-Q (or to the extent filed only on Form 8-K as permitted by Form 8-K) under the Exchange Act); and (iii) shall fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the dates indicated and the consolidated results of its operations and cash flows for the periods indicated, except that unaudited interim financial statements shall be subject to normal year-end adjustments that are not material in amount.

6.16Compex Sale. Prior to the Closing, the Company will use reasonable best efforts to close the sale of the United States consumer Slendertone business on terms and conditions no less favorable to the Company in the aggregate than those set forth in Section 6.16 of the Company Disclosure Schedule or on such other terms and conditions as shall be reasonably satisfactory to Parent and Merger Sub.

ARTICLE VII
CONDITIONS TO MERGER

7.1Conditions to Each Party’s Obligation To Effect the Merger. The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction on or prior to the Closing Date of the following conditions:

(a)Stockholder Approval. The Company Voting Proposal shall have been approved and adopted at the Company Meeting, at which a quorum is present, by the Required Company Stockholder Vote.

(b)HSR Act and Applicable Foreign Antitrust Laws. All waiting periods (and any extensions thereof) applicable to, or approval required for, the consummation of the Merger under the HSR Act and the foreign Antitrust Laws listed in clause (x) of Section 3.4(c)(i) of the Company Disclosure Schedule shall have expired or otherwise been terminated, or have been obtained, as the case may be.

(c)Governmental Approvals. Other than the filing of the Certificate of Merger, all authorizations, consents, Orders or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any Governmental Entity in connection with the Merger and the consummation of the other transactions contemplated by this Agreement listed in Section 3.4(c)(vii) of the Company Disclosure Schedule shall have been filed or been obtained.

7.2Additional Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to effect the Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following additional conditions, any of which may be waived, in writing, exclusively by Parent or Merger Sub:

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(a)Representations and Warranties. (i) The representations and warranties of the Company set forth in this Agreement (without regard to any materiality or Company Material Adverse Effect qualifications or similar exceptions or qualifications contained therein) shall be true and correct as of the date hereof and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties (without regard to any materiality or Company Material Adverse Effect qualifications or similar exceptions or qualifications contained therein) shall be true and correct as of such date) except where the failure to be true and correct, individually or in the aggregate, has not had, and would not reasonably be likely to result in, a Company Material Adverse Effect; provided, however that (A) the representations and warranties set forth in Section 3.2 (other than clause (b) thereof) shall be true and correct in all respects (except for immaterial deviations) as of the date hereof and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct in all respects (except for immaterial deviations) as of such date); and (B) the representations and warranties set forth in Sections 3.5(a) and 3.5(b), shall be true and correct in all material respects, in each case, as of the date hereof and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct in all material respects as of such date); and (ii) Parent and Merger Sub shall have received a certificate signed on behalf of the Company by the chief executive officer or the chief financial officer of the Company to such effect.

(b)Performance of Obligations of the Company. The Company shall have performed in all material respects all obligations required to be performed by it under this Agreement on or prior to the Closing Date; and Parent and Merger Sub shall have received a certificate signed on behalf of the Company by the chief executive officer or the chief financial officer of the Company to such effect.

(c)No Restraints. (i) No Governmental Entity of competent jurisdiction shall have enacted, issued, enforced or entered any order, executive order, stay, decree, judgment or injunction (preliminary or permanent) or statute, rule or regulation which is in effect which would, and (ii) there shall not be instituted or pending any action or proceeding in which any Governmental Entity seeks to, (A) make the Merger illegal or otherwise challenge, restrain or prohibit consummation of the Merger, (B) prohibit or limit in any material respect (x) Parent’s ability to vote, control, receive dividends with respect to or otherwise exercise Parent’s ownership rights with respect to the stock of the Surviving Corporation or any of its Subsidiaries or (y) Parent’s ability to effectively control or otherwise exercise ownership rights with respect to the business or operations of the Company or its Subsidiaries, (C) cause the transactions contemplated by this Agreement to be rescinded following consummation or (D) compel the Company, Parent, Merger Sub or any of their respective subsidiaries to dispose of or hold separate any significant portion of the business or assets of the Company, Parent, Merger Sub or any of their respective Subsidiaries, as a result of the Merger or any of the other transactions contemplated by this Agreement.

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(d)No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred (i) any state of facts, change, development, event, effect, condition or occurrence that, individually or in the aggregate, has had or is reasonably likely to result in a Company Material Adverse Effect or (ii) any (a) restatement occurring after the date of this Agreement and arising out of errors (for the avoidance of doubt, not to include reclassifications) of any quarterly or annual financial statements filed with the Securities and Exchange Commission of either or both Company or Compex, or (b) restructuring  charges, non-recurring charges, increase in reserves or write-offs, either on the Compex or Company financial statements filed with the Securities and Exchange Commission, which arose as a result of the Company’s adjustment of the balance sheet of Compex as of February 25, 2006 or the audit related thereto, with the net effect of (a) and (b) in the aggregate being a reduction in the combined EBITDA (as defined in the Debt Commitment Letter)  or net income before income taxes of the Company and/or Compex for the periods commencing after December 31, 2004 and concluding July 1, 2006, by more than $11.2 million; provided however, that charges for (x) in-process research and development expenses not to exceed $4,016,000, and (y) charges related to an increase in the fair market value of the Compex inventory as of the date of the acquisition of Compex by the Company not to exceed $1,123,000, shall be excluded from this calculation.

(e)Note Tender Offer. At or prior to the Closing, a majority in principal amount of Notes specified in Section 5.3(d) of the Company Disclosure Schedule shall have been tendered and the holders thereof shall have consented to the indenture modifications set forth in the Note Tender Offer, and the Company, the Issuer, the Subsidiary Guarantors and the trustee under the indenture for the Notes shall have executed and delivered the supplemental indenture described in Section 5.3(d) of the Company Disclosure Schedule, which shall become operative upon acceptance of the Notes for payment pursuant to the Note Tender Offer.

(f)Dissenters’ Rights. The aggregate number of shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by holders who have exercised dissenters’ rights or provided notice of intent to exercise dissenters’ rights in accordance with the provisions of Section 262 of the DGCL shall constitute less than ten percent (10%) of the shares of Company Common Stock outstanding as of the date of this Agreement as set forth in Section 3.2.

7.3Additional Conditions to Obligations of the Company. The obligation of the Company to effect the Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following additional conditions, any of which may be waived, in writing, exclusively by the Company:

(a)Representations and Warranties. (i) The representations and warranties of Parent set forth in this Agreement (without regard to any materiality or Parent Material Adverse Effect qualifications or similar exceptions or qualifications contained therein) shall be true and correct as of the date hereof and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties (without regard to any materiality or Parent Material Adverse Effect qualifications or similar exceptions or qualifications contained therein) shall be true and correct as of such date) except where the failure to be true and correct, individually or in the aggregate, has not had, and would not

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reasonably be likely to result in, a Parent Material Adverse Effect; and (ii) the Company shall have received a certificate signed on behalf of each of Parent and Merger Sub by the chief executive officer or the chief financial officer of Parent and Merger Sub to such effect.

(b)Performance of Obligations of Parent and Merger Sub. Each of Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by them under this Agreement on or prior to the Closing Date; and the Company shall have received a certificate signed on behalf of each of Parent and Merger Sub by the chief executive officer or the chief financial officer of Parent and Merger Sub to such effect.

(c)No Restraints. (i) No Governmental Entity of competent jurisdiction shall have enacted, issued, enforced or entered any order, executive order, stay, decree, judgment or injunction (preliminary or permanent) or statute, rule or regulation which is in effect which would, and (ii) there shall not be instituted or pending any action or proceeding in which any Governmental Entity seeks to, (A) make the Merger illegal or otherwise challenge, restrain or prohibit consummation of the Merger, or (B) cause the transactions contemplated by this Agreement to be rescinded following consummation.

(d)Solvency Opinion. The Special Committee shall have received the written opinion of any one of CBIZ, Inc., Houlihan Lokey Howard & Zukin or Murray, Devine & Company, to be selected by Parent, confirming the Solvency (with such minor modifications to such defined concept as are necessary to conform to the selected firm’s customary practices) of the Surviving Corporation as of the Effective Time.

ARTICLE VIII
TERMINATION AND AMENDMENT

8.1Termination. This Agreement may be terminated at any time prior to the Effective Time (whether before or after the Company Meeting with respect to Sections 8.1(b) through 8.1(g)), by written notice by the terminating party to the other party specifying the provision hereof pursuant to which such termination is effected:

(a)by mutual written consent of Merger Sub and the Company; or

(b)by either Merger Sub or the Company if the Merger shall not have been consummated by January 31, 2007 (the “Outside Date”) (provided that the right to terminate this Agreement under this Section 8.1(b) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been a principal cause of the failure of the Merger to occur on or before the Outside Date); or

(c)by either Merger Sub or the Company if a Governmental Entity of competent jurisdiction shall have issued a nonappealable final order, decree or ruling or taken any other nonappealable final action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger; or

(d)by either Merger Sub or the Company if, at the Company Meeting at which a vote on the Company Voting Proposal is taken, the Required Company Stockholder Vote in favor of the adoption of the Company Voting Proposal shall not have been obtained;

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provided that the right to terminate under this Section 8.1(d) shall not be available to the Company if the Company is in breach of its obligations under Sections 6.1, 6.2 or 6.3; or

(e)by Merger Sub, if: (i) the Company Board shall have failed to include the Company Recommendation in the Proxy Statement or shall have effected a Change in the Company Recommendation; (ii) the Company Board shall have approved or recommended to the stockholders of the Company an Acquisition Proposal; (iii) the Company shall have failed to call the Company Meeting in accordance with Section 6.3 or shall have failed to deliver the Proxy Statement in accordance with Section 6.2 in material breach of either such Section and such failure shall not be due to any material breach by Parent or Merger Sub of their obligations under Section 6.2(b) or (iv) a tender offer or exchange offer for outstanding shares of Company Common Stock shall have been commenced (other than by Parent or Merger Sub or their respective Affiliates) and the Company Board recommends that the stockholders of the Company tender their shares in such tender or exchange offer or within ten (10) Business Days after the commencement of such tender or exchange offer, the Company Board fails to recommend rejection (or subsequently modifies a recommendation of rejection) of such offer; or

(f)by Merger Sub, if there has been a breach of or failure to perform any representation, warranty, covenant or agreement on the part of the Company set forth in this Agreement, which breach or failure to perform (i) would cause the conditions set forth in Section 7.2(a) or 7.2(b) not to be satisfied, and (ii) shall not have been cured within thirty (30) days following receipt by the Company of written notice of such breach or failure to perform from Merger Sub, or which by its nature or timing cannot reasonably be cured by the Outside Date;

(g)by the Company, if (x) there has been a breach of or failure to perform any representation, warranty, covenant or agreement on the part of Parent or Merger Sub set forth in this Agreement, which breach or failure to perform (i) would cause the conditions set forth in Section 7.3(a) or 7.3(b) not to be satisfied, and (ii) shall not have been cured within thirty (30) days following receipt by Parent or Merger Sub, as the case may be, of written notice of such breach or failure to perform from the Company or which by its nature or timing cannot reasonably be cured by the Outside Date; or (y) Parent or Merger Sub fail to consummate the Merger on the Closing Date under circumstances in which the conditions set forth in Section 7.1 and 7.2 have then been satisfied (other than delivery of items to be delivered at the Closing and other than satisfaction of those conditions that by their nature are to be satisfied at the Closing, it being understood that the occurrence of the Closing shall remain subject to the delivery of such items and the satisfaction or waiver of such conditions at the Closing); or

(h)by the Company, prior to the Company Meeting, under the circumstances and to the extent permitted, and subject to the terms and conditions of, Section 6.1(b) and provided that the Termination Fee referenced in Section 8.3(b)(ii) shall have been paid by the Company to such person or person(s) as shall have been designated in writing by Parent.

8.2Effect of Termination.

If this Agreement is terminated pursuant to this Article VIII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent or Representative of such party), except (i) as

57

provided in Section 8.3 and (ii) subject to the limitation set forth in Section 9.11(b), each party will be fully liable for any liabilities incurred or direct damages actually suffered (excluding any indirect, punitive, consequential, special or incidental damages) and incurred by the other parties as a result of such first party’s willful failure to perform its covenants or willful breach of its representations or warranties contained in this Agreement. Notwithstanding the foregoing, the provisions of Sections 5.2 (Confidentiality), this Section 8.2 (Effect of Termination), Section 8.3 (Fees and Expenses), and Article IX (Miscellaneous) of this Agreement and the Confidentiality Agreement shall remain in full force and effect and survive any termination of this Agreement.

8.3Fees and Expenses.

(a)Except as set forth in this Section 8.3, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such fees and expenses, whether or not the Merger is consummated.

(b)The Company shall pay to such person or person(s) as shall be designated in writing by Parent a termination fee in an amount equal to $12 million the (“Termination Fee”), if:

(i)this Agreement is terminated pursuant to Section 8.1(e); or

(ii)immediately prior to termination of this Agreement pursuant to Section 8.1(h); or

(iii)if (A) this Agreement is terminated pursuant to Section 8.1(b), Section 8.1(d) or Section 8.1(f) and at any time after the date hereof and prior to such termination any Acquisition Proposal shall have been made known to the Company or publicly disclosed, and (B) within 12 months after any such termination, the Company or any of its Affiliates consummates, or becomes a party to any Alternative Acquisition Agreement with respect to, any Acquisition Proposal (which need not be the same Acquisition Proposal that was made or publicly disclosed prior to the Company Meeting).

The Termination Fee due under Section 8.3(b)(i) shall be paid by the Company to Parent, or such person or person(s) as shall be designated in writing by Parent, by wire transfer of same-day funds within two (2)  Business Days following termination of this Agreement. The Termination Fee due under Section 8.3(b)(ii) shall be paid by the Company to Parent, or such person or person(s) as shall be designated in writing by Parent, immediately prior to termination of this Agreement pursuant to Section 8.1(h). The Termination Fee due under Section 8.3(b)(iii) shall be paid to Parent, or such person or person(s) as shall be designated in writing by Parent, by wire transfer of same-day funds within two (2) Business Days following the entry into the Alternative Acquisition Agreement or, in the absence thereof, the consummation of the Acquisition Proposal, as applicable.

(c)If (i) the Company terminates this Agreement pursuant to Section 8.1(g)(y) as a result of a breach by Parent or Merger Sub of its respective obligation to effect the Closing pursuant to Section 1.2 and satisfy its obligations under Section 1.2, including delivering or making available sufficient funds to make all payments pursuant to Section 1.2, (ii) Parent and Merger Sub fail to effect the Closing and satisfy such obligations because of a failure to receive

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the proceeds of one or more of the Debt Financings contemplated by the Debt Commitment Letter and (iii) at the time of such termination and failure, the conditions set forth in Section 7.1 and 7.2 have then been satisfied (other than delivery of items to be delivered at the Closing and other than satisfaction of those conditions that by their nature are to be satisfied at the Closing, it being understood that the occurrence of the Closing shall remain subject to the delivery of such items and the satisfaction or waiver of such conditions at the Closing), then Parent shall pay $12 million (the “Parent Termination Fee”) to the Company or such person or person(s) as shall be designated in writing by Parent, by wire transfer of same-day funds within one Business Day following such termination.

(d)The parties acknowledge that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the parties would not enter into this Agreement. Payment of the Termination Fee described in Section 8.3(b) shall not be in lieu of damages incurred in the event of a breach of this Agreement described in clause (ii) of Section 8.2 or alter the rights of Parent and Merger Sub set forth in Section 9.11(a), but is otherwise the sole and exclusive remedy of Parent and Merger Sub in connection with any termination of this Agreement on the bases specified in Section 8.3(b). Payment of the Parent Termination Fee described in Section 8.3(c) shall not be in lieu of damages incurred in the event of a breach of this Agreement described in clause (ii) of Section 8.2 (other than Parent’s and Merger Sub’s failure, in and of itself, to satisfy their respective obligations to effect the Closing pursuant to Section 1.2 and satisfy their obligations under Section 1.2, including delivering or making available sufficient funds to make all payments pursuant to Section 1.2), but is otherwise the sole and exclusive remedy of the Company in connection with any termination of this Agreement on the bases specified in Section 8.3(b).

8.4Amendment. This Agreement may be amended by the parties hereto, by action taken or authorized by their respective Boards of Directors, at any time before or after approval of the matters presented in connection with the Merger by the stockholders of the Company, but, after any such approval, no amendment shall be made which by law requires further approval by such stockholders without such further approval. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto.

8.5Extension; Waiver. At any time prior to the Effective Time, the parties hereto, by action taken or authorized by their respective Boards of Directors, or in the case of the Company, the Board of Directors, or the Special Committee, may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations or other acts of the other parties hereto, (ii) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto and (iii) waive compliance with any of the agreements or conditions contained herein. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such party. Such extension or waiver shall not be deemed to apply to any time for performance, inaccuracy in any representation or warranty, or noncompliance with any agreement or condition, as the case may be, other than that which is specified in the extension or waiver. The failure of any party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights.

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ARTICLE IX
MISCELLANEOUS

9.1Survival of Representations, Warranties and Agreements. None of the representations, warranties and agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time, except for those covenants, agreements and other provisions contained herein or in any instrument delivered pursuant to this Agreement that by their terms apply or are to be performed in whole or in part after the Effective Time, including the agreements contained in Article II, Section 6.8, and Article IX.

9.2Notices. All notices and other communications hereunder shall be in writing and shall be deemed duly delivered (i) four (4) Business Days after being sent by registered or certified mail, return receipt requested, postage prepaid, (ii) one Business Day after being sent for next Business Day delivery, fees prepaid, via a reputable nationwide overnight courier service, or (iii) on the date of confirmation of receipt (or, the first Business Day following such receipt if the date of such receipt is not a Business Day) of transmission by facsimile, in each case to the intended recipient as set forth below:

(a)	if to Parent or Merger Sub, to
	c/o The Blackstone Group
	345 Park Avenue, 31st Floor
	New York, New York 10154
	Attn: Chinh E. Chu
	Telecopy: (212) 583-5573
	with a copy to:
	Simpson Thacher & Bartlett LLP
	425 Lexington Avenue
	New York, New York 10017
	Attn: William R. Dougherty, Esq.
	Telecopy: (212) 455-2502
(b)	if to the Company, to
	Encore Medical Corporation
	9800 Metric Blvd.
	Austin, Texas 78758
	Attn: Harry L. Zimmerman, Esq.
	Telecopy: (512) 834-6300
	with copies to:
	Fulbright & Jaworski L.L.P.
	600 Congress Ave., Suite 2400

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Austin, Texas 78701-2978

Attn: Darrell R. Windham, Esq.

Telecopy: (512) 536-4598

and

Powell Goldstein LLP

1201 West Peachtree Street, NW

Fourteenth Floor

Atlanta, Georgia 30309-3488

Attn: Rick Miller, Esq.

Telecopy: (404) 572-6999

Any party to this Agreement may give any notice or other communication hereunder using any other means (including personal delivery, messenger service, ordinary mail or electronic mail), but no such notice or other communication shall be deemed to have been duly given unless and until it actually is received by the party for whom it is intended. Any party to this Agreement may change the address to which notices and other communications hereunder are to be delivered by giving the other parties to this Agreement notice in the manner herein set forth.

9.3Entire Agreement. This Agreement (including the Schedules and Exhibits hereto and the documents and instruments referred to herein that are to be delivered at the Closing) constitutes the entire agreement among the parties to this Agreement and supersedes any prior understandings, agreements or representations by or among the parties hereto, or any of them, written or oral, with respect to the subject matter hereof; provided that the Confidentiality Agreement shall remain in effect in accordance with its terms.

9.4No Third Party Beneficiaries. Except as provided in Section 6.8 (with respect to which the Indemnified Parties shall be third party beneficiaries), this Agreement is not intended, and shall not be deemed, to (i) confer any rights or remedies upon any person other than the parties hereto and their respective successors and permitted assigns, (ii) create any agreement of employment with any person or (iii) otherwise create any third-party beneficiary hereto.

9.5Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise by any of the parties hereto without the prior written consent of the other parties, and any such assignment without such prior written consent shall be null and void; provided, however, that notwithstanding the foregoing, Parent or Merger Sub may assign their respective rights and obligations hereunder to any Affiliate of Blackstone Capital Partners V L.P. without the prior written consent of the other parties hereto; provided further that no such assignment shall relieve Parent or Merger Sub of their respective obligations hereunder. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and permitted assigns.

9.6Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of

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the remaining terms and provisions hereof or the validity, legality or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If the final judgment of a court of competent jurisdiction declares that any term or provision hereof is invalid, illegal or unenforceable, the parties hereto agree that the court making such determination shall have the power to limit the term or provision, to delete specific words or phrases, or to replace any invalid, illegal or unenforceable term or provision with a term or provision that is valid, legal and enforceable and that comes closest to expressing the intention of the invalid, illegal or unenforceable term or provision, and this Agreement shall be enforceable as so modified. In the event such court does not exercise the power granted to it in the prior sentence, the parties hereto agree to replace such invalid, illegal or unenforceable term or provision with a valid, legal and enforceable term or provision that will achieve, to the extent possible, the economic, business and other purposes of such invalid, illegal or unenforceable term.

9.7Interpretation. When reference is made in this Agreement to an Article or a Section, such reference shall be to an Article or Section of this Agreement, unless otherwise indicated. The table of contents, table of defined terms and headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party. Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural, and vice versa. Any reference to any federal, state, local or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation” unless preceded by a negative predicate. No summary of this Agreement prepared by any party shall affect the meaning or interpretation of this Agreement.

9.8Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware (without giving effect to choice of law principles thereof).

9.9Submission to Jurisdiction. Each of the parties to this Agreement (a) consents to submit itself to the personal jurisdiction of any Delaware state or United States federal court sitting in the State of Delaware in any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement, (b) agrees that all claims in respect of such action or proceeding may be heard and determined in any such court, (c) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, and (d) agrees not to bring any action or proceeding arising out of or relating to this Agreement or any of the transaction contemplated by this Agreement in any other court. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other party with respect thereto. Any party hereto may make service on another party by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 9.2.

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Nothing in this Section 9.9, however, shall affect the right of any party to serve legal process in any other manner permitted by law.

9.10Waiver of Jury Trial. EACH OF PARENT, MERGER SUB AND THE COMPANY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF THE PARENT, THE BUYER OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT.

9.11Specific Performance; Maximum Liability; No Liability of Parent or Merger Sub. (a) The parties to this Agreement agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by the Company in accordance with their specific terms or were otherwise breached. It is accordingly agreed that prior to the termination of this Agreement in accordance with Article VIII, Parent and Merger Sub will be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity. The parties agree that the Company shall not be entitled to an injunction or injunctions to prevent any breach of this Agreement by any of Parent or Merger Sub or to enforce specifically any term or any provision of this Agreement; provided, however the Company shall be entitled to specific performance against Parent or Merger Sub to prevent any breach by Parent or Merger Sub of their confidentiality obligations under Section 5.2.

(b) Notwithstanding anything in this Agreement to the contrary, the Company agrees that (i) to the extent the Company has incurred any losses or damages in connection with this Agreement to which it is entitled to recovery hereunder, (A) the maximum aggregate liability of Parent and Merger Sub and their respective Representatives and Affiliates for such losses or damages, if liable therefor, will be limited to an amount equal to $64 million in the aggregate, and (B) in no event will the Company seek to recover any money damages in excess of such amount from Parent, Merger Sub, or any of their respective Representatives and Affiliates in connection therewith and (C) neither Parent nor Merger Sub nor any of their Affiliates or Representatives will have any liability whatsoever to any Affiliate of the Company or any of the Company’s shareholders or Representatives, nor will any Affiliate of the Company or any of the Company’s shareholders or Representatives be entitled to seek to recover any damages from Parent, Merger Sub, or any of their respective Representatives and Affiliates in connection therewith and (ii) in the event the Effective Time occurs, (A) neither Parent nor Merger Sub shall have any liability or obligation to the Surviving Corporation under any theory of law, whether contract, tort or otherwise and (B) from and after the Effective Time, neither Parent nor Merger Sub shall have any obligation to any party hereunder, except as set forth in Section 6.8.

9.12Counterparts and Signature. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties hereto and delivered to the other parties, it being understood that all

63

parties need not sign the same counterpart. This Agreement may be executed and delivered by facsimile transmission.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, Parent, Merger Sub and the Company have caused this Agreement to be signed by their respective officers thereunto duly authorized as of the date first written above.

GRAND SLAM HOLDINGS, LLC
By:	/s/ Chinh E. Chu
	Name:
	Title:
GRAND SLAM ACQUISITION CORP.
By:	/s/ Chinh E. Chu
	Name:
	Title:
ENCORE MEDICAL CORPORATION
By:	/s/ Kenneth Davidson
	Name:	Kenneth Davidson
	Title:	Chief Executive Officer

[Signature Page to Agreement and Plan of Merger]

Exhibit A

[Form of Certificate of Incorporation]

EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF FORMATION

OF

ENCORE MEDICAL FINANCE LLC

*    *    *    *

In accordance with the provisions of and subject to the requirements of the State of Delaware (particularly, Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto and known, identified, and referred to as the “Delaware Limited Liability Company Act”), the following provision of the Certificate of Formation of Encore Medical Finance LLC, originally incorporated on September 28, 2006, is hereby amended as follows:

FIRST:  The First clause of the Certificate of Formation of the Encore Medical Finance LLC is hereby amended and replaced in its entirety with the following:

“FIRST:  The name of the limited liability company is ReAble Therapeutics Finance LLC (the “Company”).”

IN WITNESS WHEREOF, this Certificate of Amendment of the Certificate of Formation is made the 1^st day of March, 2007.

/s/ Harry L. Zimmerman
Name:	Harry L. Zimmerman
Title:	Manager

1

CERTIFICATE OF FORMATION

OF

ENCORE MEDICAL FINANCE LLC

THE UNDERSIGNED, an authorized natural person, for the purpose of forming a limited liability company under the provisions and subject to the requirements of the State of Delaware (particularly, Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto and known, identified, and referred to as the “Delaware Limited Liability Company Act”), hereby certifies that:

FIRST.  The name of the limited liability company is Encore Medical Finance LLC (the “Company”).

SECOND.  The address of the registered office and the name and the address of the registered agent of the limited company required to be maintained by Section 18-104 of the Delaware Limited Liability Company Act are The Corporation Trust, Corporation Trust Center, 1209 Orange Street, Wilmington, County of Newcastle, Delaware 19801.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Encore Medical Finance LLC this 27th day of September, 2006.

/s/ Harry L. Zimmerman

Harry L. Zimmerman

Authorized Person

2

EX-3.2

Exhibit 3.2

LIMITED LIABILITY COMPANY AGREEMENT

OF

ENCORE MEDICAL FINANCE LLC

This Company Agreement (this “Agreement”) is hereby adopted as of September 28, 2006 by Encore Medical Corporation, the initial sole Member of the Company.

Pursuant to the Delaware Limited Liability Company Act (6 Del. C. §18-101, et seq.), as amended from time to time (the “Act”), the Company was formed as a Delaware limited liability company upon the filing of the Certificate of Formation of the Company, which was filed with the Secretary of State of Delaware on September 28, 2006 (the “Certificate of Formation”). In connection with the execution of this Agreement, the initial Member hereby agrees as follows:

Section 1.Name. The name of the limited liability company is Encore Medical Finance LLC (the “Company”). The business of the Company may be conducted under any other name deemed necessary or desirable by the Managers (as defined below).

Section 2.Purpose. The Company is formed for the object and purpose of engaging in any lawful act or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

Section 3.Registered Office; Registered Agent. The name of the registered agent and address of the registered office of the Company in the State of Delaware are The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801.

Section 4.Principal Office. The principal office address of the Company shall be 9800 Metric Boulevard, Austin, Texas 78758, or such other place as the Managers may determine from time to time.

Section 5.Members. The name and the mailing address of the initial Member are set forth in Appendix I hereto.

Section 6.Powers. The Member shall have the power to do any and all acts necessary or convenient to or in furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members under the laws of the State of Delaware.

Section 7.Management.

(a)Number, Qualifications and Terms. The Company shall have one or more managers (the “Managers”), as determined by action of the Member. Initially, the Company shall have three (3) Managers, being Kenneth W. Davidson,  Chinh Chu,  and Julia Kahr. Managers need not be residents of the State of Delaware. Each Manager shall hold office for the full term for which such Manager is elected, which term shall be specified in the resolution or consent of the Member electing or appointing such Manager or, if not so specified and in each case, until such Manager’s successor shall have been duly elected and qualified or

1

until such Manager’s earlier death, dissolution, bankruptcy, resignation or removal in accordance with this Agreement.

(b)Managers. To the extent permitted by law, the Managers shall be authorized to act on behalf of and to bind the Company, and the Managers’ powers shall include, without limitation, the authority to negotiate, complete, execute and deliver any and all agreements, deeds, instruments, receipts, certificates and other documents on behalf of the Company, and to take all such other actions on behalf of the Company as the Managers may consider necessary or advisable in connection with the management of the Company. The Member agrees that all determinations, decisions and actions made or taken by the Managers in accordance with this Agreement shall be conclusive and absolutely binding upon the Company, the Member and their respective successors, assigns and personal representatives. Persons dealing with the Company are entitled to rely upon the power and authority of the Managers as herein set forth.

(c)Place of Meetings. Meetings of the Managers of the Company, regular or special, may be held within or outside the State of Delaware, at whatever place is specified by the person or persons calling the meeting.

(d)Regular Meetings of Managers. Meetings of the Managers of the Company shall be held at such places within or without the State of Delaware, at such hour and on such day as may be fixed by resolution of the Managers, without further notice of such meetings.

(e)Special Meetings of Managers. Special meetings of the Managers shall be held, whenever called by any Manager, or any Member, at such place or places within or outside the State of Delaware, as may be stated in the notice of the meeting.

(f)Attendance at and Notice of Meetings. Written notice of the time and place of, and general nature of the business to be transacted at, all special meetings of the Managers, and written notice of any change in the time or place of holding the regular meetings of the Managers, shall be given to each Manager personally or by mail or by telegraph, telecopier or similar communication at least twenty-four (24) hours before the time of the meeting; provided, however, that notice of any meeting need not be given to any Manager if waived by the Manager in writing, or if the Manager shall be present at such meeting. Participation in a meeting of the Managers shall constitute presence in person at such meeting, except where a Manager participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

(g)Quorum of and Action by Managers. Unless a greater number is required by law, a majority of the Managers shall constitute a quorum for the transaction of business, but a lesser number may adjourn from day to day until a quorum is present. Except as otherwise provided by law or in this Agreement, all questions shall be decided by the vote cast by a majority of the Managers present.

(h)Manager Action Without a Meeting. Unless otherwise restricted by this Agreement, any action required or permitted to be taken at a meeting of the Managers may be

2

taken without a meeting if a consent in writing, setting forth the action so taken, is signed by at least a majority of the Managers of the Company and filed with the Secretary of the Company.

(i)Manager Telephone Meetings. Subject to the provisions required or permitted by the Act for notice of meetings, unless otherwise restricted by this Agreement, the Managers may participate in and hold a meeting of such Managers by means of telephone conference or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 7(i) shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

(j)Resignation, Removal. Any Manager appointed pursuant to Section 7(a) hereof may resign at any time upon written notice to the Member. The Member shall appoint a replacement Manager to fill any vacancy.

(k)Liability of Managers. A Manager shall not be liable under any judgment, decree or order of a court, or in any other manner, for any debt, obligation or liability of the Company by reason of acting as a Manager of the Company. A Manager of the Company shall not be personally liable to the Company or the Member for monetary damages for breach of fiduciary duty as a Manager, except for liability for any acts or omissions that involve intentional misconduct, fraud or a knowing violation of law. If the laws of the State of Delaware are amended after the date of this Agreement to authorize action further eliminating or limiting the personal liability of managers, then the liability of a Manager of the Company, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended laws of the State of Delaware. Any repeal or modification of this Section 7(k) by the Member shall be prospective only, and shall not adversely affect any limitation on the personal liability of a Manager of the Company existing at the time of such repeal or modification or thereafter arising as a result of acts or omissions prior to the time of such repeal or modification.

Section 8.Officers.

(a)The Managers may, from time to time, designate one or more persons to be officers of the Company. No officer need be a resident of the State of Delaware, a Member or a Manager. Any officers so designated shall have such authority and perform such duties as the Managers may, from time to time, delegate to them. The Managers may assign titles to particular officers, and unless otherwise decided by the Managers, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such officer of the authority and duties that are normally associated with that office, subject to any specific delegation of authority and duties, or limitation thereof, made to such officer by the Managers. Each officer shall hold office until a successor shall be duly designated and shall qualify or until such officer’s death, resignation or removal in the manner hereinafter provided. Any number of offices may be held by the same person. The salaries or other compensation, if any, of the officers and agents of the Company shall be fixed from time to time by the Managers.

3

(b)Any officer may resign as such at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Managers. The acceptance of a resignation shall not be necessary to make it effective. Any officer may be removed as such, either with or without cause, by the Managers at any time; provided, however, that such removal shall be without prejudice to the contract rights, if any, of the person so removed. Designation of an officer shall not of itself create contract rights. Any vacancy occurring in any office of the Company (other than the Managers) may be filled by the Managers.

Section 9.Capital Contributions. The initial capital contribution of the Member is set out on Appendix I hereto.

Section 10.Additional Contributions.

(a)Except for the Member’s initial capital contribution described in Section 9, no capital contributions shall be required of the Member.

(b)The provisions of Section 9 and this Section 10 are intended solely to benefit the Member and, to the fullest extent permitted by law, shall not be construed as conferring any benefit upon any creditors of the Company other than the Member (and no such creditors of the Company other than the Member shall be third party beneficiaries of this Agreement), and the Member shall not have a duty or obligation to any creditor of the Company to make any contribution to the Company, and the Member shall not have any duty or obligation to any creditor of the Company to issue any call for capital pursuant to this Section 10.

Section 11.Capital Accounts. The Company shall maintain for the Member a capital account in accordance with this Section 11 and in accordance with the rules of Treasury Regulation Section 1.704-1(b)(2)(iv). The Member’s capital account shall have an initial balance equal to the fair market value of any property constituting the Member’s initial contribution to the capital of the Company. The Member’s capital account shall be increased by the sum of (a) the amount of cash and the fair value of any property constituting additional contributions by the Member to the capital of the Company, plus (b) any profits allocated to the Member’s capital account pursuant to Section 12 hereof. The Member’s capital account shall be reduced by the sum of (a) the amount of cash and the fair value of any property distributed by the Company to the Member, plus (b) any losses allocated to the Member’s capital account pursuant to Section 12 hereof. The Member shall not have any obligation to restore the amount of any deficit in its capital account to the Company.

Section 12.Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

Section 13.Distributions.

(a)The Member shall not (i) be entitled to interest on its capital contributions to the Company, or (ii) have the right to distributions or the return of any contributions to the capital of the Company except (A) for distributions in accordance with this Section 13 or (B) upon dissolution of the Company. The entitlement to any such return at such time shall be

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limited to the value of the capital account of the Member. To the fullest extent permitted by the Act, the Member shall not be liable for the return of any such amounts. The Company shall not make a distribution to the Member if such distribution would violate Section 18-607 of the Act.

(b)Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Managers.

Section 14.Fiscal Year; Tax Matters.

(a)The Fiscal Year of the Company for accounting and tax purposes shall be fixed by resolution of the Managers.

(b)Proper and complete records and books of account of the business of the Company shall be maintained at the Company’s principal place of business. The Member and its duly authorized representatives may for any reason examine the Company’s books of account and make copies and extracts therefrom at its own expense.

(c)The Managers shall cause the preparation and timely filing of all tax or information returns required to be filed by or on behalf of the Company and the timely payment of all taxes due from the Company, taking into account all applicable extensions of the times for filing and payment. The Managers shall, on behalf of the Company, make such tax elections as they shall deem to be in the best interests of the Company and the Member.

Section 15.Assignment and Transfers of Interests. The Member may transfer all or any portion of its interests in the Company to any person at any time.

Section 16.Liability of Members. The Member shall not have any liability for the obligations or liabilities of the Company except to the extent provided in the Act. Nothing express or implied shall be construed to confer upon or to give any person except the Member or Managers, any rights or remedies under or by reason of this Agreement.

Section 17.Admission of Additional Members. One (1) or more additional members may be admitted to the Company with the written consent of all Members. Upon the admission to the Company of any additional members, the Members shall cause this Agreement to be amended and restated to reflect the admission of such additional member(s) and the initial capital contribution, if any, of such additional member(s).

Section 18.Dissolution. The Company shall be dissolved, and shall terminate and wind up its affairs, upon the first to occur of the following:

(a)the unanimous consent of all Members to dissolve the Company; or

(b)the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Section 19.Indemnification. To the full extent permitted by law, the Company shall (a) indemnify any person or such person’s heirs, distributees, next of kin, successors, appointees, executors, administrators, legal representatives or assigns who was or is a party or is threatened

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to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that such person is or was a Member, Manager, director, officer, employee, authorized person or agent of the Company or is or was serving at the request of the Company or its Members as a member, manager, director, officer, employee, authorized person or agent of another corporation, limited liability company,  partnership, joint venture, trust or other enterprise, domestic or foreign, against expenses, attorneys’ fees, court costs, judgments, fines, amounts paid in settlement and other losses actually and reasonably incurred by such person in connection with such action, suit or proceeding and (b) advance expenses incurred by a Member, Manager, officer or director in defending such civil or criminal action, suit or proceeding to the full extent authorized or permitted by laws of the State of Delaware.

Section 20.Amendments. Any amendment or supplement to this Agreement shall only be effective if in writing and if the same shall be consented to by all of the Members.

Section 21.Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware, all rights and remedies being governed by said laws. The Members intend the provisions of the Act to be controlling as to any matters not set forth in this Agreement.

Section 22.Notice. Any notice to be given to the Member pursuant to this Agreement shall be sent to the address provided in Appendix I hereto.

Section 23.Term. The Company’s existence shall be perpetual.

IN WITNESS WHEREOF, the initial Member has caused this Agreement to be duly executed and delivered on the day and year first above written.

ENCORE MEDICAL CORPORATION
	By:
		/s/ Harry L. Zimmerman
		Name: Harry L. Zimmerman
		Title: Executive Vice President—General Counsel

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APPENDIX I

MEMBERS

Name and Address of Members	Initial Capital Contribution		Membership Interest
Encore Medical Corporation 9800 Metric Boulevard Austin, Texas 78758	$	1,000.00	100	%

A-1

EX-3.3

Exhibit 3.3

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

ENCORE MEDICAL FINANCE CORP.

*    *    *    *

In accordance with Sections 242 and 228 of the Delaware General Corporation Law, the following provision of the Certificate of Incorporation of Encore Medical Finance Corp., originally incorporated on September 28, 2006, is hereby amended as follows: 

FIRST:  The First clause of the Certificate of Incorporation of the Encore Medical Finance Corp. is hereby amended and replaced in its entirety with the following:

“FIRST:  The name of the corporation is ReAble Therapeutics Finance Corporation (hereinafter called the “Corporation”).”

SECOND:  The foregoing amendments were duly adopted in accordance with Section 242 of the Delaware General Corporation Law on March 1, 2007.

IN WITNESS WHEREOF, this Certificate of Amendment of the Certificate of Incorporation is made the 1^st day of March, 2007.

By:	/s/ Harry L. Zimmerman
	Harry L. Zimmerman
	Executive Vice-President – General Counsel

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ENCORE MEDICAL FINANCE CORP.

CERTIFICATE OF INCORPORATION

ARTICLE I

The name of the Corporation is Encore Medical Finance Corp.

ARTICLE II

The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street in the City of Wilmington, County of New Castle.  The name of the Corporation’s registered agent at such address is The Corporation Trust Company.

ARTICLE III

The nature of the business and purpose to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

ARTICLE IV

This Corporation is authorized to issue one class of stock to be designated “Common Stock.”  The total number of shares of Common Stock that this Corporation is authorized to issue is ten million (10,000,000) shares.  Each share shall have a par value of $0.0001 per share.

The holders of outstanding shares of Common Stock shall exclusively possess voting power for the election of directors and for other matters requiring stockholder action.  Each share of Common Stock shall entitle the holder to one vote.  Dividends may be declared and paid or set apart for payment to the holders of shares of Common Stock out of any assets or funds of the Corporation legally available for the payment of dividends, and may be payable in cash, stock or otherwise.  In the event of any liquidation, dissolution or winding up of the Corporation, the net assets of the Corporation shall be distributed to the holders of Common Stock ratably according to the number of shares of Common Stock held by them.

ARTICLE V

The Corporation is to have perpetual existence.

ARTICLE VI

Any action required by the General Corporation Law of the State of Delaware to be taken at any annual or special meeting of stockholders, or any action that may be taken at any annual or special meeting of stockholders, may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holder or holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize and take such action at a meeting at which all shares entitled to vote on the action were present and voted.  Any such written consents shall be

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executed, dated, and filed with the Corporation in the manner required by Section 228 of the General Corporation Law of the State of Delaware.

ARTICLE VII

Election of directors need not be by written ballot unless the bylaws of the Corporation shall so provide.

ARTICLE VIII

All of the powers of the Corporation, insofar as the same may be lawfully vested by this Certificate of Incorporation in the Board of Directors of the Corporation, are hereby conferred upon the Board of Directors of the Corporation.

In furtherance and not in limitation of the foregoing provisions of this Article VIII, and for the purpose of the orderly management of the business and the conduct of the affairs of the Corporation, the Board of Directors of the Corporation shall have the power to adopt, amend or repeal from time to time the bylaws of the Corporation, subject to the right of the stockholders of the Corporation entitled to vote thereon to adopt, amend or repeal bylaws of the Corporation.

ARTICLE IX

(a)           A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for any acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware or (iv) for any transaction from which the director derived an improper personal benefit.  If the General Corporation Law of the State of Delaware hereafter is amended to authorize further elimination or limitation of the liability of directors, then the liability of a prior, current and future director of the Corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended General Corporation Law of the State of Delaware.  Any repeal, amendment or modification of this Article IX by the stockholders of the Corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director of the Corporation existing at the time of such repeal or modification.

(b)           The Corporation shall indemnify any director or officer to the fullest extent permitted by Delaware law.

ARTICLE X

Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under § 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers

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appointed for this Corporation under § 279 of Title 8 of the Delaware Code, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs.  If a majority in number representing three fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

ARTICLE XI

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

ARTICLE XII

The name of the incorporator is Harry L. Zimmerman, whose mailing address is 9800 Metric Boulevard, Austin, Texas 78758.

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THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a Corporation pursuant to the General Corporation Law of the State of Delaware, does make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true.  Accordingly, I have hereunto set my hand this 27th day of September, 2006.

/s/ Harry L. Zimmerman

Harry L. Zimmerman

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EX-3.4

Exhibit 3.4

BYLAWS

OF

ENCORE MEDICAL FINANCE CORP.

Adopted as of September 28, 2006

OFFICES

SECTION 1.01. Registered Office. The registered office of the corporation in the State of Delaware shall be in the City of Wilmington, County of New Castle, and the name of its registered agent shall be The Corporation Trust Company.

SECTION 1.02. Other Offices. The corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

SECTION 2.01. Place of Meeting. All meetings of stockholders for the election of directors shall be held at such place, either within or without the State of Delaware, as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting.

SECTION 2.02. Annual Meeting. The annual meeting of stockholders shall be held at such date and time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting.

SECTION 2.03. Voting List. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least 10 days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice, or if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

SECTION 2.04. Special Meeting. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called by the President of the corporation or by the Board of Directors or by written order of a majority of the directors and shall be called by the President or the Secretary at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purposes of the proposed meeting. The President of the corporation or directors so calling, or the stockholders so

requesting, any such meeting shall fix the time and any place, either within or without the State of Delaware, as the place for holding such meeting.

SECTION 2.05. Notice of Meeting. Written notice of the annual, and each special meeting of stockholders, stating the time, place, and purpose or purposes thereof, shall be given to each stockholder entitled to vote thereat, not less than 10 nor more than 60 days before the meeting.

SECTION 2.06. Quorum. The holders of a majority of the shares of the corporation’s capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at any meeting of stockholders for the transaction of business, except as otherwise provided by statute or by the Certificate of Incorporation. Notwithstanding the other provisions of the Certificate of Incorporation or these bylaws, the holders of a majority of the shares of the corporation’s capital stock entitled to vote thereat, present in person or represented by proxy, whether or not a quorum is present, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

SECTION 2.07. Voting. When a quorum is present at any meeting of the stockholders, the vote of the holders of a majority of the shares of the corporation’s capital stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which, by express provision of the statutes, of the Certificate of Incorporation or of these bylaws, a different vote is required, in which case such express provision shall govern and control the decision of such question. Every stockholder having the right to vote shall be entitled to vote in person, or by proxy appointed by an instrument in writing subscribed by such stockholder, bearing a date not more than three years prior to voting, unless such instrument provides for a longer period, and filed with the Secretary of the corporation before, or at the time of, the meeting. If such instrument shall designate two or more persons to act as proxies, unless such instrument shall provide the contrary, a majority of such persons present at any meeting at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting or giving consents thereby conferred, or if only one be present, then such powers may be exercised by that one; or, if an even number attend and a majority do not agree on any particular issue, each proxy so attending shall be entitled to exercise such powers in respect of the same portion of the shares as he is of the proxies representing such shares.

SECTION 2.08. Consent of Stockholders. Whenever the vote of stockholders at a meeting thereof is required or permitted to be taken for or in connection with any corporate action by any provision of the statutes, the meeting and vote of stockholders may be dispensed with on the written consent of the holders of shares of the corporation’s capital stock having not less than the minimum percentage of the vote required by statute for the proposed corporate

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action, and provided that prompt notice must be given to all stockholders of the taking of corporate action without a meeting and by less than unanimous written consent.

SECTION 2.09. Voting of Stock of Certain Holders. Shares of the corporation’s capital stock standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent, or proxy as the bylaws of such corporation may prescribe, or in the absence of such provision, as the Board of Directors of such corporation may determine. Shares standing in the name of a deceased person may be voted by the executor or administrator of such deceased person, either in person or by proxy. Shares standing in the name of a guardian, conservator, or trustee may be voted by such fiduciary, either in person or by proxy, but no such fiduciary shall be entitled to vote shares held in such fiduciary capacity without a transfer of such shares into the name of such fiduciary. Shares standing in the name of a receiver may be voted by such receiver. A stockholder whose shares are pledged shall be entitled to vote such shares, unless in the transfer by the pledgor on the books of the corporation, he has expressly empowered the pledgee to vote thereon, in which case only the pledgee, or his proxy, may represent the stock and vote thereon.

SECTION 2.10. Treasury Stock. The corporation shall not vote, directly or indirectly, shares of its own capital stock owned by it; and such shares shall not be counted in determining the total number of outstanding shares of the corporation’s capital stock.

SECTION 2.11. Fixing Record Date. The Board of Directors may fix in advance a date, which shall not be more than 60 days nor less than 10 days preceding the date of any meeting of stockholders, nor more than 60 days preceding the date for payment of any dividend or distribution, or the date for the allotment of rights, or the date when any change, or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining a consent, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend or distribution, or to receive any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, or to give such consent, and in such case such stockholders and only such stockholders as shall be stockholders of record on the date so fixed, shall be entitled to such notice of, and to vote at, any such meeting and any adjournment thereof, or to receive payment of such dividend or distribution, or to receive such allotment of rights, or to exercise such rights, or to give such consent, as the case may be, notwithstanding any transfer of any stock on the books of the corporation after any such record date fixed as aforesaid.

ARTICLE III

BOARD OF DIRECTORS

SECTION 3.01. Powers. The business and affairs of the corporation shall be managed by its Board of Directors, which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these bylaws directed or required to be exercised or done by the stockholders.

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SECTION 3.02. Number, Election and Term. The number of directors that shall constitute the whole Board of Directors shall be not less than three. Such number of directors shall from time to time be fixed and determined by the directors and shall be set forth in the notice of any meeting of stockholders held for the purpose of electing directors. The directors shall be elected at the annual meeting of stockholders, except as provided in Section 3.03, and each director elected shall hold office until his successor shall be elected and shall qualify. Directors need not be residents of Delaware or stockholders of the corporation.

SECTION 3.03. Vacancies, Additional Directors, and Removal From Office. If any vacancy occurs in the Board of Directors caused by death, resignation, retirement, disqualification, or removal from office of any director, or otherwise, or if any new directorship is created by an increase in the authorized number of directors, a majority of the directors then in office, though less than a quorum, or a sole remaining director, may choose a successor or fill the newly created directorship; and a director so chosen shall hold office until the next election and until his successor shall be duly elected and shall qualify, unless sooner displaced. Any director may be removed either for or without cause at any special meeting of stockholders duly called and held for such purpose.

SECTION 3.04. Regular Meeting. A regular meeting of the Board of Directors shall be held each year, without other notice than this bylaw, at the place of, and immediately following, the annual meeting of stockholders; and other regular meetings of the Board of Directors shall be held each year, at such time and place as the Board of Directors may provide, by resolution, either within or without the State of Delaware, without other notice than such resolution.

SECTION 3.05. Special Meeting. A special meeting of the Board of Directors may be called by the President of the corporation and shall be called by the Secretary on the written request of any two directors. The President so calling, or the directors so requesting, any such meeting shall fix the time and any place, either within or without the State of Delaware, as the place for holding such meeting.

SECTION 3.06. Notice of Special Meeting. Written notice of special meetings of the Board of Directors shall be given to each director at least 48 hours prior to the time of such meeting. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, except that notice shall be given of any proposed amendment to the bylaws if it is to be adopted at any special meeting or with respect to any other matter where notice is required by statute.

SECTION 3.07. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute, by the Certificate of Incorporation or by these bylaws. If a quorum shall not be present at any meeting

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of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

SECTION 3.08. Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof as provided in Article IV of these bylaws, may be taken without a meeting, if a written consent thereto is signed by all members of the Board of Directors or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board of Directors or such committee.

SECTION 3.09. Compensation. Directors, as such, shall not be entitled to any stated salary for their services unless voted by the stockholders or the Board of Directors; but by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Directors or any meeting of a committee of directors. No provision of these bylaws shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

ARTICLE IV

COMMITTEE OF DIRECTORS

SECTION 4.01. Designation, Powers and Name. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, including, if they shall so determine, an Executive Committee, each such committee to consist of one or more of the directors of the corporation. The committee shall have and may exercise such of the powers of the Board of Directors in the management of the business and affairs of the corporation as may be provided in such resolution. The committee may authorize the seal of the corporation, if one be adopted, to be affixed to all papers that may require it. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee. In the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Such committee or committees shall have such name or names and such limitations of authority as may be determined from time to time by resolution adopted by the Board of Directors.

SECTION 4.02. Minutes. Each committee of directors shall keep regular minutes of its proceedings and report the same to the Board of Directors when required.

SECTION 4.03. Compensation. Members of special or standing committees may be allowed compensation for attending committee meetings, if the Board of Directors shall so determine.

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ARTICLE V

NOTICE

SECTION 5.01. Methods of Giving Notice. Whenever under the provisions of applicable statutes, the Certificate of Incorporation or these bylaws, notice is required to be given to any director, member of any committee, or stockholder, such notice shall be in writing and delivered personally or mailed to such director, member, or stockholder; provided that in the case of a director or a member of any committee such notice may be given orally, e-mail or by telephone. If mailed, notice to a director, member of a committee, or stockholder shall be deemed to be given when deposited in the United States mail first class in a sealed envelope, with postage thereon prepaid, addressed, in the case of a stockholder, to the stockholder at the stockholder’s address as it appears on the records of the corporation or, in the case of a director or a member of a committee, to such person at his business address.

SECTION 5.02. Written Waiver. Whenever any notice is required to be given under the provisions of an applicable statute, the Certificate of Incorporation, or these bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE VI

OFFICERS

SECTION 6.01. Officers. The officers of the corporation shall be a Chief Executive Officer, a President, two (2) Executive Vice Presidents, a General Counsel, a Chief Financial Officer, a Treasurer, a Secretary, an Assistant Treasurer and an Assistant Secretary. The Board of Directors may appoint such other officers and agents as the Board of Directors shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined by the Board. Any two or more offices may be held by the same person. The Chairman of the Board, if one is elected, shall be elected from among the directors. With the foregoing exceptions, none of the other officers need be a director, and none of the officers need be a stockholder of the corporation.

SECTION 6.02. Election and Term of Office. The officers of the corporation shall be elected annually by the Board of Directors at its first regular meeting held after the annual meeting of stockholders or as soon thereafter as conveniently possible. Each officer shall hold office until his successor shall have been chosen and shall have qualified or until his death or the effective date of his resignation or removal, or until he shall cease to be a director in the case of the Chairman.

SECTION 6.03. Removal and Resignation. Any officer or agent elected or appointed by the Board of Directors may be removed without cause by the affirmative vote of a majority of the Board of Directors whenever, in its judgment, the best interests of the corporation shall be served thereby, but such removal shall be without prejudice to the contractual rights, if any, of the person so removed. Any officer may resign at any time by giving written notice to the corporation. Any such resignation shall take effect at the date of the receipt of such notice or at

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any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

SECTION 6.04. Vacancies. Any vacancy occurring in any office of the corporation by death, resignation, removal, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

SECTION 6.05. Salaries. The salaries of all officers and agents of the corporation shall be fixed by the Board of Directors or pursuant to its direction; and no officer shall be prevented from receiving such salary by reason of his also being a director.

SECTION 6.06. Chairman of the Board. The Chairman of the Board, if one is elected, shall preside at all meetings of the Board of Directors or of the stockholders of the corporation. The Chairman shall formulate and submit to the Board of Directors or the Executive Committee matters of general policy for the corporation and shall perform such other duties as usually appertain to the office or as may be prescribed by the Board of Directors or the Executive Committee.

SECTION 6.07. President. The President, unless otherwise designated by the Board of Directors, shall be the chief executive officer of the corporation and, subject to the control of the Board of Directors and further subject to the limitations provided below in this Section 6.07, shall in general supervise and control the business and affairs of the corporation. In the absence of the Chairman of the Board (if one is elected), the President shall preside at all meetings of the Board of Directors and of the stockholders. He may also preside at any such meeting attended by the Chairman if he is so designated by the Chairman. He shall have the power to appoint and remove subordinate officers, agents and employees, except those elected or appointed by the Board of Directors. The President shall keep the Board of Directors and the Executive Committee fully informed and shall consult them concerning the business of the corporation. He may sign with the Secretary or any other officer of the corporation thereunto authorized by the Board of Directors, certificates for shares of the corporation and any deeds, bonds, mortgages, contracts, checks, notes, drafts, or other instruments that the Board of Directors has authorized by resolution to be executed, except in cases where the signing and execution thereof has been expressly delegated by these bylaws or by the Board of Directors to some other officer or agent of the corporation, or shall be required by law to be otherwise executed. He shall vote, or give a proxy to any other officer of the corporation to vote, all shares of stock of any other corporation standing in the name of the corporation and in general he shall perform all other duties normally incident to the office of President and such other duties as may be prescribed by the stockholders, the Board of Directors, or the Executive Committee from time to time.

SECTION 6.08. Executive Vice Presidents. In the absence of the President, the Executive Vice Presidents, in the order determined by the Board of Directors, shall perform the duties and exercise the powers of the President. Any Executive Vice President may sign, with the Secretary or Assistant Secretary, certificates for shares of the corporation. The Executive Vice Presidents shall perform such other duties as from time to time may be assigned to them by the President, the Board of Directors or the Executive Committee.

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SECTION 6.09. General Counsel. The General Counsel shall, in general, perform such duties as shall be assigned to him by the President, the Board of Directors, or the Executive Committee.

SECTION 6.10. Chief Financial Officer. The Chief Financial Officer shall, in general, perform such duties as shall be assigned to him by the President, the Board of Directors, or the Executive Committee.

SECTION 6.11. Secretary. The Secretary shall (a) keep the minutes of the meetings of the stockholders, the Board of Directors and committees of directors; (b) see that all notices are duly given in accordance with the provisions of these bylaws and as required by law; (c) be custodian of the corporate records and of the seal of the corporation, and see that the seal of the corporation or a facsimile thereof is affixed to all certificates for shares prior to the issue thereof and to all documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these bylaws; (d) keep or cause to be kept a register of the post office address of each stockholder which shall be furnished by such stockholder; (e) sign with the President, or an Executive Vice President, certificates for shares of the corporation, the issue of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the corporation; and (g) in general, perform all duties normally incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President, the Board of Directors or the Executive Committee.

SECTION 6.12. Treasurer. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine. He shall (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) receive and give receipts for moneys due and payable to the corporation from any source whatsoever and deposit all such moneys in the name of the corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of Section 7.03 of these bylaws; (c) prepare, or cause to be prepared, for submission at each regular meeting of the Board of Directors, at each annual meeting of the stockholders, and at such other times as may be required by the Board of Directors, the President or the Executive Committee, a statement of financial condition of the corporation in such detail as may be required; and (d) in general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President, the Board of Directors or the Executive Committee.

SECTION 6.13. Assistant Secretary and Assistant Treasurer. The Assistant Secretaries and Assistant Treasurers shall, in general, perform such duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the President, the Board of Directors, or the Executive Committee. The Assistant Secretaries and Assistant Treasurers shall, in the absence of the Secretary or Treasurer, respectively, perform all functions and duties which such absent officers may delegate, but such delegation shall not relieve the absent officer from the responsibilities and liabilities of his office. The Assistant Secretaries may sign, with the President or a Vice President, certificates for shares of the corporation, the issue of which shall have been authorized by a resolution of the Board of Directors. The Assistant Treasurers shall

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respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine.

ARTICLE VII

CONTRACTS, CHECKS AND DEPOSITS

SECTION 7.01. Contracts. Subject to the provisions of Section 6.01, the Board of Directors may authorize any officer, officers, agent, or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

SECTION 7.02. Checks. All checks, demands, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers or such agent or agents of the corporation, and in such manner, as shall be determined by the Board of Directors.

SECTION 7.03. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.

ARTICLE VIII

CERTIFICATES OF STOCK

SECTION 8.01. Issuance. Each stockholder of this corporation shall be entitled to a certificate or certificates showing the number of shares of capital stock registered in his name on the books of the corporation. The certificates shall be in such form as may be determined by the Board of Directors, shall be issued in numerical order and shall be entered in the books of the corporation as they are issued. They shall exhibit the holder’s name and number of shares and shall be signed by the President or an Executive Vice President and by the Secretary or an Assistant Secretary. If any certificate is countersigned (1) by a transfer agent other than the corporation or any employee of the corporation, or (2) by a registrar other than the corporation or any employee of the corporation, any other signature on the certificate may be a facsimile. If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the designations, preferences, and relative participating, optional, or other special rights of each class of stock or series thereof and the qualifications, limitations, or restrictions of such preferences and rights shall be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to represent such class of stock; provided that, except as otherwise provided by statute, in lieu of the foregoing requirements there may be set forth on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, a statement that the corporation will furnish to each stockholder who so requests the designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations, or restrictions of such preferences and rights. All certificates surrendered to the corporation for transfer shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except that in the case of a lost, stolen,

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destroyed, or mutilated certificate a new one may be issued therefor upon such terms and with such indemnity, if any, to the corporation as the Board of Directors may prescribe. Certificates shall not be issued representing fractional shares of stock.

SECTION 8.02. Lost Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require (1) the owner of such lost, stolen, or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require, (2) such owner to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate or certificates alleged to have been lost, stolen, or destroyed, or (3) both.

SECTION 8.03. Transfers. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction upon its books. Transfers of shares shall be made only on the books of the corporation by the registered holder thereof, or by his attorney thereunto authorized by power of attorney and filed with the Secretary of the corporation or the Transfer Agent.

SECTION 8.04. Registered Stockholders. The corporation shall be entitled to treat the holder of record of any share or shares of the corporation’s capital stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.

ARTICLE IX

DIVIDENDS

SECTION 9.01. Declaration. Dividends with respect to the shares of the corporation’s capital stock, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to applicable law. Dividends may be paid in cash, in property, or in shares of capital stock, subject to the provisions of the Certificate of Incorporation.

SECTION 9.02. Reserve. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the Board of Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the Board of Directors shall think conducive to the interest of the corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.

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ARTICLE X

INDEMNIFICATION

SECTION 10.01. Third Party Actions. The corporation shall indemnify any director or officer of the corporation, and may indemnify any other person, who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

SECTION 10.02. Actions by or in the Right of the Corporation. The corporation shall indemnify any director or officer and may indemnify any other person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the Court of Chancery or such other court shall deem proper.

SECTION 10.03. Mandatory Indemnification. To the extent that a director or officer of the corporation or any other person that the corporation has determined to indemnify has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Sections 10.01 and 10.02, or in defense of any claim, issue, or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

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SECTION 10.04. Determination of Conduct. The determination that a director, officer, employee, or agent has met the applicable standard of conduct set forth in Sections 10.01 and 10.02 (unless indemnification is ordered by a court) shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit, or proceeding, or (2) if such quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the stockholders.

SECTION 10.05. Payment of Expenses in Advance. Expenses incurred in defending a civil or criminal action, suit, or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit, or proceeding upon receipt of an undertaking by or on behalf of the director, officer, employee, or agent to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized in this Article X. Notwithstanding the foregoing, the corporation shall not be required to advance such expenses to an agent who is a party to an action, suit or proceeding brought by the corporation and approved by a majority of the Board of Directors of the corporation which alleges willful misappropriation of corporate assets by such agent, disclosure of confidential information in violation of such agent’s fiduciary or contractual obligations to the corporation or any other willful and deliberate breach in bad faith in such agent’s duty to the corporation or its stockholders.

SECTION 10.06. Indemnity Not Exclusive. The indemnification and advancement of expenses provided or granted hereunder shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the Certificate of Incorporation, any other bylaw, agreement, vote of stockholders, or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.

SECTION 10.07. Definitions. For purposes of this Article X:

(a)“the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger that, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee, or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, shall stand in the same position under this Article X with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued;

(b)“other enterprises” shall include employee benefit plans;

(c)“fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan;

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(d)“serving at the request of the corporation” shall include any service as a director, officer, employee, or agent of the corporation that imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants or beneficiaries; and

(e)a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this Article X.

SECTION 10.08. Continuation of Indemnity. The indemnification and advancement of expenses provided or granted hereunder shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

ARTICLE XI

MISCELLANEOUS

SECTION 11.01. Seal. The corporate seal, if one is authorized by the Board of Directors, shall have inscribed thereon the name of the corporation, and the words “Corporate Seal, Delaware.”  The seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.

SECTION 11.02. Books. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at the offices of the corporation, or at such other place or places as may be designated from time to time by the Board of Directors.

ARTICLE XII

AMENDMENT

These bylaws may be altered, amended or repealed or new bylaws may be adopted by the stockholders or by the Board of Directors, when such power is conferred upon the Board of Directors by the certificate of incorporation, at any regular meeting of the stockholders or of the Board of Directors or at any special meeting of the stockholders or of the Board of Directors if, in the case of a shareholder’s meeting, notice of such alteration, amendment, repeal or adoption of new bylaws be contained in the notice of such special meeting. If the power to adopt, amend or repeal bylaws is conferred upon the Board of Directors by the certificate or incorporation, it shall not divest or limit the power of the stockholders to adopt, amend or repeal bylaws.

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EX-3.5

Exhibit 3.5

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF FORMATION

OF

ENCORE MEDICAL LLC

*    *    *    *

In accordance with the provisions of and subject to the requirements of the State of Delaware (particularly, Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto and known, identified, and referred to as the “Delaware Limited Liability Company Act”), the following provision of the Certificate of Formation of Encore Medical LLC, originally incorporated on September 28, 2006, is hereby amended as follows:

FIRST:  The First clause of the Certificate of Formation of the Encore Medical LLC is hereby amended and replaced in its entirety with the following:

“FIRST:  The name of the limited liability company is ReAble Therapeutics LLC (the “Company”).”

IN WITNESS WHEREOF, this Certificate of Amendment of the Certificate of Formation is made the 1^st day of March, 2007.

/s/ Harry L. Zimmerman
Name:	Harry L. Zimmerman
Title:	Manager

CERTIFICATE OF FORMATION

OF

ENCORE MEDICAL LLC

THE UNDERSIGNED, an authorized natural person, for the purpose of forming a limited liability company under the provisions and subject to the requirements of the State of Delaware (particularly, Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto and known, identified, and referred to as the “Delaware Limited Liability Company Act”), hereby certifies that:

FIRST.  The name of the limited liability company is Encore Medical LLC (the “Company”).

SECOND.  The address of the registered office and the name and the address of the registered agent of the limited company required to be maintained by Section 18-104 of the Delaware Limited Liability Company Act are The Corporation Trust, Corporation Trust Center, 1209 Orange Street, Wilmington, County of Newcastle, Delaware 19801.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Encore Medical LLC this 27th day of September, 2006.

/s/ Harry L. Zimmerman

Harry L. Zimmerman

Authorized Person

EX-3.6

Exhibit 3.6

LIMITED LIABILITY COMPANY AGREEMENT

OF

ENCORE MEDICAL LLC

This Company Agreement (this “Agreement”) is hereby adopted as of September 28, 2006 by Encore Medical Corporation, the initial sole Member of the Company.

Pursuant to the Delaware Limited Liability Company Act (6 Del. C. §18-101, et seq.), as amended from time to time (the “Act”), the Company was formed as a Delaware limited liability company upon the filing of the Certificate of Formation of the Company, which was filed with the Secretary of State of Delaware on September 28, 2006 (the “Certificate of Formation”).  In connection with the execution of this Agreement, the initial Member hereby agrees as follows:

Section 1.               Name.  The name of the limited liability company is Encore Medical LLC (the “Company”).  The business of the Company may be conducted under any other name deemed necessary or desirable by the Managers (as defined below).

Section 2.               Purpose.  The Company is formed for the object and purpose of engaging in any lawful act or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

Section 3.               Registered Office; Registered Agent.  The name of the registered agent and address of the registered office of the Company in the State of Delaware are The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware  19801.

Section 4.               Principal Office.  The principal office address of the Company shall be 9800 Metric Boulevard, Austin, Texas  78758, or such other place as the Managers may determine from time to time.

Section 5.               Members.  The name and the mailing address of the initial Member are set forth in Appendix I hereto.

Section 6.               Powers.  The Member shall have the power to do any and all acts necessary or convenient to or in furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members under the laws of the State of Delaware.

Section 7.               Management.

(a)           Number, Qualifications and Terms.  The Company shall have one or more managers (the “Managers”), as determined by action of the Member.  Initially, the Company shall have three (3) Managers, being Kenneth W. Davidson, William W. Burke and Harry L. Zimmerman.  Managers need not be residents of the State of Delaware.  Each Manager shall hold office for the full term for which such Manager is elected, which term shall be specified in the resolution or consent of the Member electing or appointing such Manager or, if not so specified and in each case, until such Manager’s successor shall have been duly elected and qualified or

until such Manager’s earlier death, dissolution, bankruptcy, resignation or removal in accordance with this Agreement.

(b)           Managers.  To the extent permitted by law, the Managers shall be authorized to act on behalf of and to bind the Company, and the Managers’ powers shall include, without limitation, the authority to negotiate, complete, execute and deliver any and all agreements, deeds, instruments, receipts, certificates and other documents on behalf of the Company, and to take all such other actions on behalf of the Company as the Managers may consider necessary or advisable in connection with the management of the Company.  The Member agrees that all determinations, decisions and actions made or taken by the Managers in accordance with this Agreement shall be conclusive and absolutely binding upon the Company, the Member and their respective successors, assigns and personal representatives.  Persons dealing with the Company are entitled to rely upon the power and authority of the Managers as herein set forth.

(c)           Place of Meetings.  Meetings of the Managers of the Company, regular or special, may be held within or outside the State of Delaware, at whatever place is specified by the person or persons calling the meeting.

(d)           Regular Meetings of Managers.  Meetings of the Managers of the Company shall be held at such places within or without the State of Delaware, at such hour and on such day as may be fixed by resolution of the Managers, without further notice of such meetings.

(e)           Special Meetings of Managers.  Special meetings of the Managers shall be held, whenever called by any Manager, or any Member, at such place or places within or outside the State of Delaware, as may be stated in the notice of the meeting.

(f)            Attendance at and Notice of Meetings.  Written notice of the time and place of, and general nature of the business to be transacted at, all special meetings of the Managers, and written notice of any change in the time or place of holding the regular meetings of the Managers, shall be given to each Manager personally or by mail or by telegraph, telecopier or similar communication at least twenty-four (24) hours before the time of the meeting; provided, however, that notice of any meeting need not be given to any Manager if waived by the Manager in writing, or if the Manager shall be present at such meeting.  Participation in a meeting of the Managers shall constitute presence in person at such meeting, except where a Manager participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

(g)           Quorum of and Action by Managers.  Unless a greater number is required by law, a majority of the Managers shall constitute a quorum for the transaction of business, but a lesser number may adjourn from day to day until a quorum is present.  Except as otherwise provided by law or in this Agreement, all questions shall be decided by the vote cast by a majority of the Managers present.

(h)           Manager Action Without a Meeting.  Unless otherwise restricted by this Agreement, any action required or permitted to be taken at a meeting of the Managers may be

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taken without a meeting if a consent in writing, setting forth the action so taken, is signed by at least a majority of the Managers of the Company and filed with the Secretary of the Company.

(i)            Manager Telephone Meetings.  Subject to the provisions required or permitted by the Act for notice of meetings, unless otherwise restricted by this Agreement, the Managers may participate in and hold a meeting of such Managers by means of telephone conference or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 7(i) shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

(j)            Resignation, Removal.  Any Manager appointed pursuant to Section 7(a) hereof may resign at any time upon written notice to the Member.  The Member shall appoint a replacement Manager to fill any vacancy.

(k)           Liability of Managers.  A Manager shall not be liable under any judgment, decree or order of a court, or in any other manner, for any debt, obligation or liability of the Company by reason of acting as a Manager of the Company.  A Manager of the Company shall not be personally liable to the Company or the Member for monetary damages for breach of fiduciary duty as a Manager, except for liability for any acts or omissions that involve intentional misconduct, fraud or a knowing violation of law.  If the laws of the State of Delaware are amended after the date of this Agreement to authorize action further eliminating or limiting the personal liability of managers, then the liability of a Manager of the Company, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended laws of the State of Delaware.  Any repeal or modification of this Section 7(k) by the Member shall be prospective only, and shall not adversely affect any limitation on the personal liability of a Manager of the Company existing at the time of such repeal or modification or thereafter arising as a result of acts or omissions prior to the time of such repeal or modification.

Section 8.               Officers.

(a)           The Managers may, from time to time, designate one or more persons to be officers of the Company.  No officer need be a resident of the State of Delaware, a Member or a Manager.  Any officers so designated shall have such authority and perform such duties as the Managers may, from time to time, delegate to them.  The Managers may assign titles to particular officers, and unless otherwise decided by the Managers, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such officer of the authority and duties that are normally associated with that office, subject to any specific delegation of authority and duties, or limitation thereof, made to such officer by the Managers.  Each officer shall hold office until a successor shall be duly designated and shall qualify or until such officer’s death, resignation or removal in the manner hereinafter provided.  Any number of offices may be held by the same person.  The salaries or other compensation, if any, of the officers and agents of the Company shall be fixed from time to time by the Managers.

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(b)           Any officer may resign as such at any time.  Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Managers.  The acceptance of a resignation shall not be necessary to make it effective.  Any officer may be removed as such, either with or without cause, by the Managers at any time; provided, however, that such removal shall be without prejudice to the contract rights, if any, of the person so removed.  Designation of an officer shall not of itself create contract rights.  Any vacancy occurring in any office of the Company (other than the Managers) may be filled by the Managers.

Section 9.               Capital Contributions.  The initial capital contribution of the Member is set out on Appendix I hereto.

Section 10.             Additional Contributions.

(a)           Except for the Member’s initial capital contribution described in Section 9, no capital contributions shall be required of the Member.

(b)           The provisions of Section 9 and this Section 10 are intended solely to benefit the Member and, to the fullest extent permitted by law, shall not be construed as conferring any benefit upon any creditors of the Company other than the Member (and no such creditors of the Company other than the Member shall be third party beneficiaries of this Agreement), and the Member shall not have a duty or obligation to any creditor of the Company to make any contribution to the Company, and the Member shall not have any duty or obligation to any creditor of the Company to issue any call for capital pursuant to this Section 10.

Section 11.             Capital Accounts.  The Company shall maintain for the Member a capital account in accordance with this Section 11 and in accordance with the rules of Treasury Regulation Section 1.704-1(b)(2)(iv).  The Member’s capital account shall have an initial balance equal to the fair market value of any property constituting the Member’s initial contribution to the capital of the Company.  The Member’s capital account shall be increased by the sum of (a) the amount of cash and the fair value of any property constituting additional contributions by the Member to the capital of the Company, plus (b) any profits allocated to the Member’s capital account pursuant to Section 12 hereof.  The Member’s capital account shall be reduced by the sum of (a) the amount of cash and the fair value of any property distributed by the Company to the Member, plus (b) any losses allocated to the Member’s capital account pursuant to Section 12 hereof.  The Member shall not have any obligation to restore the amount of any deficit in its capital account to the Company.

Section 12.             Allocation of Profits and Losses.  The Company’s profits and losses shall be allocated to the Member.

Section 13.             Distributions.

(a)           The Member shall not (i) be entitled to interest on its capital contributions to the Company, or (ii) have the right to distributions or the return of any contributions to the capital of the Company except (A) for distributions in accordance with this Section 13 or (B) upon dissolution of the Company.  The entitlement to any such return at such time shall be

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limited to the value of the capital account of the Member.  To the fullest extent permitted by the Act, the Member shall not be liable for the return of any such amounts.  The Company shall not make a distribution to the Member if such distribution would violate Section 18-607 of the Act.

(b)           Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Managers.

Section 14.             Fiscal Year; Tax Matters.

(a)           The Fiscal Year of the Company for accounting and tax purposes shall be fixed by resolution of the Managers.

(b)           Proper and complete records and books of account of the business of the Company shall be maintained at the Company’s principal place of business.  The Member and its duly authorized representatives may for any reason examine the Company’s books of account and make copies and extracts therefrom at its own expense.

(c)           The Managers shall cause the preparation and timely filing of all tax or information returns required to be filed by or on behalf of the Company and the timely payment of all taxes due from the Company, taking into account all applicable extensions of the times for filing and payment.  The Managers shall, on behalf of the Company, make such tax elections as they shall deem to be in the best interests of the Company and the Member.

Section 15.             Assignment and Transfers of Interests.  The Member may transfer all or any portion of its interests in the Company to any person at any time.

Section 16.             Liability of Members.  The Member shall not have any liability for the obligations or liabilities of the Company except to the extent provided in the Act.  Nothing express or implied shall be construed to confer upon or to give any person except the Member or Managers, any rights or remedies under or by reason of this Agreement.

Section 17.             Admission of Additional Members.  One (1) or more additional members may be admitted to the Company with the written consent of all Members.  Upon the admission to the Company of any additional members, the Members shall cause this Agreement to be amended and restated to reflect the admission of such additional member(s) and the initial capital contribution, if any, of such additional member(s).

Section 18.             Dissolution. The Company shall be dissolved, and shall terminate and wind up its affairs, upon the first to occur of the following:

(a)           the unanimous consent of all Members to dissolve the Company; or

(b)           the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Section 19.             Indemnification.  To the full extent permitted by law, the Company shall (a) indemnify any person or such person’s heirs, distributees, next of kin, successors, appointees, executors, administrators, legal representatives or assigns who was or is a party or is threatened

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to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that such person is or was a Member, Manager, director, officer, employee, authorized person or agent of the Company or is or was serving at the request of the Company or its Members as a member, manager, director, officer, employee, authorized person or agent of another corporation, limited liability company,  partnership, joint venture, trust or other enterprise, domestic or foreign, against expenses, attorneys’ fees, court costs, judgments, fines, amounts paid in settlement and other losses actually and reasonably incurred by such person in connection with such action, suit or proceeding and (b) advance expenses incurred by a Member, Manager, officer or director in defending such civil or criminal action, suit or proceeding to the full extent authorized or permitted by laws of the State of Delaware.

Section 20.             Amendments.  Any amendment or supplement to this Agreement shall only be effective if in writing and if the same shall be consented to by all of the Members.

Section 21.             Governing Law.  This Agreement shall be governed by, and construed under, the laws of the State of Delaware, all rights and remedies being governed by said laws.  The Members intend the provisions of the Act to be controlling as to any matters not set forth in this Agreement.

Section 22.             Notice.  Any notice to be given to the Member pursuant to this Agreement shall be sent to the address provided in Appendix I hereto.

                Section 23.             Term.  The Company’s existence shall be perpetual.

IN WITNESS WHEREOF, the initial Member has caused this Agreement to be duly executed and delivered on the day and year first above written.

ENCORE MEDICAL CORPORATION
By:	/s/ HARRY L. ZIMMERMAN
	Name: Harry L. Zimmerman
	Title: Executive Vice President—General Counsel

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APPENDIX I

MEMBERS

Name and Address of Members	Initial Capital Contribution		Membership Interest
Encore Medical Corporation 9800 Metric Boulevard Austin, Texas 78758	$	1,000.00	100	%

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EX-3.7

Exhibit 3.7

ARTICLES OF INCORPORATION OF

ENCORE MEDICAL PARTNERS, INC.

A NEVADA CORPORATION

The undersigned, a natural person of the age of eighteen (18) years or more, acting as incorporator of a corporation under the Nevada Revised Statutes, hereby adopts the following Articles of Incorporation:

ARTICLE ONE

NAME

The name of the corporation is Encore Medical Partners, Inc. (the “Corporation”).

ARTICLE TWO

AGENT FOR PROCESS

The street address of the Corporation’s initial registered office is 6100 Neil Rd., Suite 500, Reno, Nevada 89511, and the name of its initial registered agent at such address is Corporation Trust Company of Nevada.

ARTICLE THREE

AUTHORIZED SHARES

The aggregate number of shares which the Corporation shall have authority to issue is fifty thousand (50,000) common shares with a par value of $0.001 per share.

ARTICLE FOUR

DIRECTORS

The number of directors constituting the Corporation’s first Board of Directors is three (3), the names and addresses of whom are as follows:

Name	Address
Kenneth W. Davidson	9800 Metric Boulevard Austin, Texas 78758
Harry L. Zimmerman	9800 Metric Boulevard Austin, Texas 78758

August Faske 9800 Metric Boulevard
Austin, Texas 78758

ARTICLE FIVE

PURPOSE

The purpose for which the Corporation is organized is to engage in any activity in which corporations may lawfully engage under the laws of the State of Nevada.

ARTICLE SIX

ACTION OF SHAREHOLDERS WITHOUT A MEETING

Any action required by the Nevada Revised Statutes to be taken at any annual or special meeting of shareholders, or any action which may be taken at any annual or special meeting of shareholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall have been signed by the holder or holders of shares having not less than the minimum number of votes that would be necessary to take such action at a meeting at which the holders of all shares entitled to vote on the action were present of voted.

ARTICLE SEVEN

RIGHT TO AMEND

The Corporation reserves the right to amend and repeal any provision contained in the Articles of Incorporation in a manner consistent with the Nevada Revised Statutes. All rights herein conferred are granted subject to this reservation.

ARTICLE EIGHT

EXEMPTION OF DIRECTORS FROM LIABILITY

The directors of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for an act or omission in the director’s capacity as a director, except to the extent that any applicable law may prevent such director from being relieved of such personal liability. Any repeal or modification of this Article shall be prospective only and shall not adversely affect any limitation of the personal liability of a director of the Corporation existing at the time of such repeal or modification.

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ARTICLE NINE

INCORPORATOR

The name and address of the incorporator of the Corporation is:

Name	Address
Harry L. Zimmerman	9800 Metric Boulevard Austin, Texas 78758

IN WITNESS WHEREOF, the undersigned being the incorporator tfor the purpose of formaing a Corporation under the laws of the State of Nevada has executed these Articles of Incorporation on the 22nd day of September, 2003.

/s/ Harry L. Zimmerman
	Harry L. Zimmerman, Incorporator

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EX-3.8

Exhibit 3.8

BYLAWS OF

ENCORE MEDICAL PARTNERS, INC.

A NEVADA CORPORATION

ARTICLE ONE

REGISTERED AGENT AND OFFICE

1.01Registered Agent. The registered agent of Encore Medical Partners, Inc., a Nevada corporation (the “Corporation”), is the registered agent named in the original Articles of Incorporation of the Corporation (the “Articles of Incorporation”) or such other registered agent as may be designated from time to time by the Board of Directors of the Corporation (the “Board”) in the manner provided by law.

1.02Registered Office. The registered office of the Corporation (which office need not be a place of business of the Corporation) is the registered office named in the original Articles of Incorporation or such other registered office as may be designated from time to time by the Board or by the duly authorized and appointed registered agent of the Corporation in the manner provided by law.

ARTICLE TWO

SHAREHOLDER MEETINGS

2.01Place of Meetings. All meetings of the Shareholders of the Corporation (the “Shareholders”) shall be held at a location in or out of Nevada, as may be designated for that purpose from time to time by the Board; provided that any or all Shareholders may participate in any such meeting by means of conference telephone or similar communications equipment.

2.02Annual Meeting. Each annual meeting of the Shareholders for the election of Directors to succeed those whose terms are then expiring and for the transaction of other business brought before the meeting will be held on such date within the first four months of the beginning of each year, at such time as the Board may designate or fix and set forth in the notice of such meeting. If the day fixed for an annual meeting falls on a legal holiday, that annual meeting will be held at the same time on the immediately following business day.

2.03Special Meetings. Special meetings of the Shareholders may be called at any time by the President, by the Board or by one or more Shareholders holding, in the aggregate, not less than ten percent (10%) of all the shares entitled to vote at the proposed special meeting. Unless otherwise provided in these Bylaws, only business described in the meeting notice (or waiver thereof) may be conducted at a special meeting of Shareholders.

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2.04Notice of Meeting. Notice of any Shareholder meeting, stating the place, day and hour of the meeting, and, in case of a special meeting, the purpose or purposes for which the meeting is called must be given in writing to each Shareholder entitled to vote at the meeting at least ten (10) but not more than sixty (60) days before the date of the meeting, either personally or by mail or other means of written communication, addressed to each Shareholder at such Shareholder’s address appearing on the share transfer records of the Corporation or given by such Shareholder to the Corporation for the purpose of notice. Notice that a meeting has been adjourned to be reconvened is not necessary unless the meeting is adjourned for thirty (30) days or more, in which case notice of the reconvened meeting must be given as in the case of any special meeting.

2.05Quorum. Unless otherwise required by law or provided in the Articles of Incorporation, Shareholders holding a majority of the Corporation’s voting shares represented in person or by proxy will constitute a quorum at any Shareholder meeting.

2.06Voting. When a quorum is present at a Shareholder meeting, the vote of Shareholders holding a majority of the shares having voting power and present in person or by proxy will determine any question brought before the meeting, unless the question is one on which a higher vote is required by law, the Articles of Incorporation, or these Bylaws, in which case such higher vote will be required. Only persons in whose names shares appear on the share transfer records of the Corporation on the date on which notice of a meeting is mailed will be entitled to vote at the meeting, unless some other day not less than ten (10) days before the date of the meeting has been fixed by the Board for the determination of Shareholders of record. Each Shareholder so entitled to vote in an election of Directors may cast one vote for each Director’s position for each share of stock of the Corporation of which such Shareholder is the record owner. In any election of Directors, the candidates receiving the highest number of votes up to the number of Directors to be elected will be elected.

2.07Voting by Voice or Ballot. Voting by Shareholders will be by voice unless any Shareholder demands a ballot vote before the voting has begun.

2.08Proxies. A revocable proxy will be deemed revoked for purposes of a Shareholder meeting if, prior to the commencement of the meeting, the Secretary of the Corporation has received instructions of revocation dated subsequent to the date of the proxy and executed by the Shareholder granting the proxy or the Shareholder’s duly authorized attorney-in-fact.

2.09Consent of Absentees. No defect in the calling or notice of a Shareholder meeting will affect the validity of any action at the meeting if a quorum is present, and if either before or after the meeting, each Shareholder not present in person or by proxy or present only for the purpose of objecting to the failure to properly give notice for the meeting signs a written waiver of notice, consents to the holding of the meeting, or approves the minutes thereof, and such waiver, consent or approval is filed with the Corporation’s records or made a part of the minutes of the meeting.

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2.10Conduct of Meetings. The President, or in the President’s absence, the Secretary, will act as chairman of the meeting. In the Secretary’s absence, the Treasurer will act as the chairman of the meeting. The chairman will determine the order of business and procedures for the conduct of the meeting. The Secretary of the Corporation, or in the Secretary’s absence, the person selected by the chairman of the meeting, will act as secretary of the Shareholder meeting.

ARTICLE THREE

DIRECTORS

3.01Number, Term and Qualification of Directors. The Board shall consist of at least one (1) Director. The actual number of Directors shall be set from time to time by the Board of Directors. The Directors named in the Articles of Incorporation shall hold office until the first annual meeting of the Shareholders or until their successors are elected. The Directors will be elected annually by the Shareholders entitled to vote. The Directors will hold office until such Directors’ successors are elected, or until such Directors die, resign, or are removed from office, and may serve successive terms in office. A Director need not be a Shareholder or Nevada resident. Unless otherwise provided in the Articles of Incorporation, the number of Directors may be increased or decreased from time to time by amendment to these Bylaws, but no decrease will have the effect of shortening the term of any incumbent Director. Any directorship to be filled by reason of an increase in the number of Directors will be filled by election at an annual meeting or at a special Shareholder meeting called for that purpose.

3.02Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, and subject to the restrictions imposed by law or the Articles of Incorporation, the Board may exercise all the powers of the Corporation. The Directors may act only as a board, and an individual Director has no authority to act alone or together with other Directors unless acting as the Board, unless otherwise provided by these Bylaws or resolution of the Board.

3.03Vacancies. A vacancy on the Board resulting from the death, resignation or removal of a Director will be filled by election at the annual Shareholder meeting occurring immediately after such vacancy arises or at a special Shareholder meeting called for that purpose. A Director elected to fill a vacancy will be elected for the unexpired term of the predecessor Director.

3.04Removal of Directors. The entire Board or any individual Director may be removed from office with or without cause by a vote of Shareholders holding a majority of the outstanding shares entitled to vote at any Shareholder meeting called expressly for that purpose. New Directors may be elected at the meeting for the unexpired term of Directors so removed.

3.05Place of Meetings. All meetings of the Board will be held at the principal office of the Corporation or at such other place in or outside Nevada as may be designated from time to time by resolution of the Board or by written consent of all of the Directors.

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3.06Regular Meetings. Regular meetings of the Board will be held, without call or notice, immediately following each annual Shareholder meeting, and at such other times as the Board may determine.

3.07Special Meetings — Call and Notice. Special meetings of the Board may be called at any time by any Director or the President. Written notice of any special meeting, stating the time, and, in general, the purpose or purposes thereof, will be mailed, telecopied or telegraphed or personally delivered to each Director, as provided below, not later than two (2) days before the day of the meeting. If the address of a Director is not shown on the records and is not readily ascertainable, notice will be addressed to the Director at the Director’s last known address.

3.08Quorum; Action by Board. Unless otherwise required by law or provided in the Articles of Incorporation or these Bylaws, a majority of the total number of Directors shall constitute a quorum for the transaction of business of the Board, and the vote of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board.

3.09Director Dissent. A Director who is present at a Board meeting at which action on any corporate matter is to be taken and who does not vote in favor of such action will be presumed to have assented to the action unless: (i) such Director’s dissent is entered in the minutes of the meeting; (ii) such Director files a written dissent to such action with the secretary of the meeting before adjournment of the meeting; or (iii) such Director delivers a written dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting.

3.10Committees. The Board may designate one or more committees, each consisting of one or more Directors and delegate to such committee such powers and authority as the Board may determine, to the extent permitted by law. A member of a committee may be removed by the Board if in its sole judgment the best interests of the Corporation will be served by such removal.

3.11Compensation. Directors will serve without compensation for their services as Directors, but may receive from the Corporation fees for attendance at meetings and reimbursement for expenses as may be fixed or determined by resolution of the Board of Directors. A Director may also serve the Corporation as an officer, agent, employee, or otherwise, and may receive compensation for such service.

ARTICLE FOUR

OFFICERS

4.01Title and Appointment. The officers of the Corporation are the President, the Secretary, the Treasurer, and such other officers and assistants as the Board from time to time may determine. Each officer will be elected by the Board, which will fix compensation (if any) and tenure of such officer; provided, however, that each officer will hold office until the earlier

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of (i) the due election of such officer’s successor, or (ii) such officer’s death, resignation or removal from office.

4.02Vacancies. If an office becomes vacant by reason of an officer’s death, resignation, removal, or otherwise, the Board shall elect a successor to such office.

4.03Chairman of the Board. If the Board of Directors shall so elect, there shall be a Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board of Directors and of the Shareholders at which he shall be present. He shall have and may exercise such powers as are, from time to time, assigned to him by the Board and as may be provided by law.

4.04President. There shall be a President of the Corporation. In the absence of a Chairman of the Board, the President shall preside as the chairman of meetings of the Shareholders; he shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. The President shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the corporation. The authority and duties of the President, without limitation:

(1)Sign certificates representing shares of stock of the Corporation;

(2)Execute in the Corporation’s name deeds, conveyances, notices, leases, checks, drafts, bills of exchange, warrants, promissory notes, debentures, contracts, agreements and other documents and instruments;

(3)Appoint, employ, remove, discharge and prescribe the duties and fix the compensation of agents and employees of the Corporation and direct and manage the officers, agents, and employees of the Corporation; and,

(4)Have responsibility for the custody and control of all the funds and securities of the Corporation.

4.05Secretary. There shall be a Secretary of the Corporation. The Secretary shall:

(1)Attest and keep at the principal office of the Corporation the original or a copy of these Bylaws and all duly adopted amendments and restatements hereof;

(2)Keep at the principal office of the Corporation or such other place as the Board designates, a book of (i) the minutes of each meeting of the Shareholders or the Board or any committee thereof, including the names of those present at such meeting or, in the case of a Shareholder meeting, the number of shares represented at such meeting, and all proceedings of

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such meeting, (ii) all notices given and waivers signed of such meeting, (iii) all requests for special meeting, (iii) all requests for special meetings of the Shareholders or the Board or any committee thereof, (iv) all written dissents of Directors to actions by the Board, and (v) all unanimous written consents of the Directors or Shareholders of the Corporation;

(3)Keep at the principal office of the Corporation or such other place as the Board designates, a share transfer record or duplicate share transfer record as described in Article 6.04 below;

(4)Keep at the registered office of the Corporation or such other place as the Board of Directors designates, all other records of the Corporation;

(5)Sign or attest such documents of the Corporation as may be required by law or as necessary to carry out the business of the Corporation, and keep the corporate seal and affix it to such instruments as may be necessary or proper;

(6)See that all notices are duly given in accordance with the provisions of these Bylaws and as required by law;

(7)Properly keep and file all books, reports, statements, certificates, and other documents and records required by law;

(8)Attend and serve as secretary at the meetings of the Board and the Shareholders; and,

(9)In general, perform all duties incident to the office of Secretary, and such other duties from time to time assigned to the Secretary by the Board.

4.06Treasurer. There shall be a Treasurer of the Corporation. The Treasurer shall:

(1)Have custody of the Corporation’s funds and securities, keep full and accurate accounts of receipts and disbursements of the Corporation and deposit all monies and other valuables in the name and to the credit of the Corporation in depositories designated by the Board;

(2)Disburse the funds of the Corporation as ordered by the Board, and prepare such financial statements as it directs;

(3)If required by the Board, give the Corporation a bond (in such form, for such sum, and from such surety or sureties as are satisfactory to the Board) for the faithful performance of the duties of such office; and,

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(4)In general, perform all duties incident to the office of Treasurer and such other duties from time to time assigned to the Treasurer by the Board or the President.

ARTICLE FIVE

ISSUANCE AND TRANSFER OF SHARES

5.01Issuance of Shares. Authorized shares of the stock of the Corporation will be issued for such consideration and to such persons as the Board determines from time to time. No share may be issued until the full consideration therefor has been paid.

5.02Payment for Shares. Consideration for the issuance of shares must consist of money paid, labor done (including services actually performed for the Corporation), or property (tangible or intangible) actually received. In the absence of fraud in the transaction, the judgment of the Board of the value of consideration received will be conclusive. When consideration for a share, fixed as provided by law, has been accepted by the Corporation, such share will be deemed issued, fully paid and nonassessable. The consideration received and accepted for each share will be allocated by the Board, in accordance with law, to the Corporation’s stated capital and surplus.

5.03Ownership; Collateral Transfer. The Corporation will regard the person in whose name a share of stock is registered in the Corporation’s share transfer records as the owner thereof for the purposes of voting, distributions, notices, transfer, exercising rights of dissent, exercising or waiving any preemptive rights, entering into agreements restricting the transfer of shares, creating voting trusts or voting agreements, or giving proxies, with respect to such share. Notwithstanding the foregoing, upon receipt by the Secretary or by the Corporation’s transfer agent, if any, of written notice from a transferor or transferee that shares have been transferred collaterally to the transferee and not absolutely, the Secretary of the Corporation or its transfer agent, if any, will note such fact in the Corporation’s books and the collateral transferee will be entitled to the rights of a collateral transferee, but not the rights of an owner.

5.04Share Certificates. Each issued and outstanding share of stock of the Corporation will be represented by a certificate in a form consistent with the requirements of law, the Articles of Incorporation and these Bylaws, as approved by the Board. Certificates will be consecutively numbered and registered in the Corporation’s share transfer records as they are issued. Each certificate will be signed by the President or the Secretary. Each certificate will contain on its face or back such recitations or references as may be required by law, the Articles of Incorporation or these Bylaws, or any applicable Shareholder agreement.

5.05Replacement of Certificates. No new certificate for an issued and outstanding share will be issued until the previously issued certificate representing such share has been surrendered and canceled, except in the case of lost or destroyed certificates for which the Board may order new certificates to be issued upon such terms, conditions and guarantees as the Board may see fit to impose, including the filing of sufficient indemnity.

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ARTICLE SIX

MISCELLANEOUS PROVISIONS

6.01Authority to Execute Documents and Instruments. The Board, except as otherwise provided in these Bylaws, may authorize any Director, officer, employee or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances; and, unless so authorized (including authorization by other provisions of these Bylaws), no Director, officer, agent or employee has any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or in any amount.

6.02Inspection of Books and Records. The books and records of the Corporation will be available for inspection by the Shareholders from time to time and to the extent expressly required by statute. The Directors may examine such books and records at all reasonable times.

6.03Closing Share Transfer Records. The Board may close the share transfer records in their discretion for a period not exceeding sixty (60) days preceding any Shareholder meeting, annual or special, or the day appointed for the payment of a dividend.

6.04Share Transfer Records. The Corporation will keep at its principal office, or at the office of the transfer agent, if any, a share transfer record, showing the names and addresses of the past and current Shareholders, the number and classes of shares held by each Shareholder, the number and date of each certificate issued for shares, and the number and cancellation date of each certificate surrendered for cancellation. The share transfer records may be in written form or in any other form capable of being converted into written form within a reasonable time.

6.05Fiscal Year, Method of Accounting. The fiscal year of the Corporation is the calendar year or as otherwise established from time to time by the Board. The Corporation’s books will be kept under such method of accounting as established from time to time by the Board. Financial statements and reports will be prepared on a regular basis working from the Corporation’s books as directed by the Board.

6.06Relation to Articles of Incorporation. These Bylaws are subject to, and governed and controlled by, in the following order: (1) applicable law; and (2) the Articles of Incorporation.

6.07Action Without a Meeting. Any action permitted or required to be taken at a meeting of the Shareholders or the Board or any committee thereof may be taken without a meeting if a consent in writing, setting forth the action taken is signed by the required number of Shareholders or all the members of the Board or committee, as the case may be. Such consent will have the same force and effect as an affirmative vote at a meeting and may be stated as such in any document or instrument filed with the Secretary of State, and the execution of such consent will constitute attendance or presence in person at a meeting of Shareholders, the Board or committee, as the case may be.

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6.08Telephone Conference Meeting. Subject to the requirements of law, the Shareholders and the Board of Directors and any committee thereof may participate in and hold a meeting by means of a conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other, and participation in such a meeting will constitute attendance and presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

6.09Construction. Whenever the context so requires, the feminine shall include the masculine and neuter, and the singular shall include the plural, and conversely. If any portion of these Bylaws shall be invalid or inoperative, then, so far as is reasonable and possible:

(1)The remainder of these Bylaws shall be considered valid and operative, and

(2)Effect shall be given to the intent manifested by the portion held invalid or inoperative.

6.10Headings. The headings are for organization, convenience and clarity. In interpreting these Bylaws, they shall be subordinated in importance to the other written material.

ARTICLE SEVEN

INDEMNIFICATION OF OFFICERS, DIRECTORS,

EMPLOYEES AND AGENTS; INSURANCE

7.01Indemnity for Claims not in Name of Corporation. The corporation must indemnify, to the maximum extent permitted by the law, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the Corporation, by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and that, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful.

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7.02Indemnity for Claims in the Name of Corporation. The Corporation must indemnify, to the maximum extent permitted by the law, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, but no indemnification shall be made in respect of any claim, issue or matter as to which such person has been adjudged to be liable for negligence or misconduct in the performance of this duty to the Corporation unless and only to the extent that the court in which such action or suit was brought determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

7.03Success on Merits. To the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in sections 7.01 and 7.02 above, or in defense of any claim, issue or matter therein, he shall be indemnified by the Corporation against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection therewith.

7.04Determination of Standard of Conduct. Any indemnification under sections 7.01 and 7.02 above, unless ordered by a court, shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in sections 7.01 and 7.02. Such determination shall be made:

(1)By the stockholders;

(2)By the Board of Directors by majority vote of a quorum consisting of Directors who were not parties to such cat, suit or proceeding;

(3)If such a quorum of disinterested Directors so orders, by independent legal counsel in a written opinion; or

(4)If such a quorum of disinterested Directors cannot be obtained, by independent legal counsel in a written opinion.

7.05Expenses. Expenses incurred in defending a civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it is ultimately determined that he is entitled to be indemnified by the Corporation as authorized in this section.

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7.06Other Sources of Indemnity. The indemnification provided by this section:

(1)Does not exclude any other rights to which a person seeking indemnification may be entitled under any article of incorporation, agreement, vote of stockholders or disinterested Directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office; and

(2)Shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

7.07Insurance.The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provision of this section.

ARTICLE EIGHT

AMENDMENT OF BYLAWS

8.01Amendment of Bylaws. The Board has the power to alter, amend or repeal these Bylaws or adopt new bylaws, subject to amendment, repeal or adoption of new bylaws by action of the Shareholders and unless the Shareholders in so amending, repealing or adopting a new bylaw expressly provide that the Board may not amend or repeal that bylaw. The Board may exercise this power at any regular or special meeting and without any notice having been contained in the notice or waiver of notice of such meeting. Unless the Corporation’s Articles of Incorporation or a bylaw adopted by the Shareholders provides otherwise as to all or some portion of these Bylaws, the Corporation’s Shareholders may amend, repeal or adopt new Bylaws even though the Bylaws may also be amended by the Board.

[SIGNATURES ON FOLLOWING PAGE]

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Adopted by the Board of Directors of the Corporation to be effective as of the 26th day of September, 2003.

/s/ Kenneth W. Davidson

Kenneth W. Davidson, Director

/s/ Harry L. Zimmerman

Harry L. Zimmerman, Director

/s/ August Faske

August Faske, Director

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EX-3.9

Exhibit 3.9

ARTICLES OF INCORPORATION OF

ENCORE MEDICAL ASSET CORPORATION

A NEVADA CORPORATION

The undersigned, a natural person of the age of eighteen (18) years or more, acting as incorporator of a corporation under the Nevada Revised Statutes, hereby adopts the following Articles of Incorporation:

ARTICLE ONE

NAME

The name of the corporation is Encore Medical Asset Corporation (the “Corporation”).

ARTICLE TWO

AGENT FOR PROCESS

The street address of the Corporation’s initial registered office is 639 Isbell Road, Suite 390, Reno, Nevada 89509, and the name of its initial registered agent at such address is Griffin Corporate Services, Inc.

ARTICLE THREE

AUTHORIZED SHARES

The aggregate number of shares which the Corporation shall have authority to issue is fifty thousand (50,000) common shares with a par value of $0.001 per share.

ARTICLE FOUR

DIRECTORS

The number of directors constituting the Corporation’s first Board of Directors is three (3), the names and addresses of whom are as follows:

Name	Address
Kenneth W. Davidson	9800 Metric Boulevard Austin, Texas 78758
Harry L. Zimmerman	9800 Metric Boulevard Austin, Texas 78758

August Faske 9800 Metric Boulevard
Austin, Texas 78758

ARTICLE FIVE

PURPOSE

The purpose for which the Corporation is organized is to engage in any activity in which corporations may lawfully engage under the laws of the State of Nevada.

ARTICLE SIX

ACTION OF SHAREHOLDERS WITHOUT A MEETING

Any action required by the Nevada Revised Statutes to be taken at any annual or special meeting of shareholders, or any action which may be taken at any annual or special meeting of shareholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall have been signed by the holder or holders of shares having not less than the minimum number of votes that would be necessary to take such action at a meeting at which the holders of all shares entitled to vote on the action were present and voted.

ARTICLE SEVEN

RIGHT TO AMEND

The Corporation reserves the right to amend and repeal any provision contained in the Articles of Incorporation in a manner consistent with the Nevada Revised Statutes. All rights herein conferred are granted subject to this reservation.

ARTICLE EIGHT

EXEMPTION OF DIRECTORS FROM LIABILITY

A directors of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for an act or omission in the director’s capacity as a director, except to the extent that any applicable law may prevent such director from being relieved of such personal liability. Any repeal or modification of this Article shall be prospective only and shall not adversely affect any limitation of the personal liability of a director of the Corporation existing at the time of such repeal or modification.

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ARTICLE NINE

INCORPORATOR

The name and address of the incorporator of the Corporation is:

Name	Address
Harry L. Zimmerman	9800 Metric Boulevard Austin, Texas 78758

IN WITNESS WHEREOF, the undersigned being the incorporator for the purpose of forming a Corporation under the laws of the State of Nevada has executed these Articles of Incorporation on this the 25th day of October, 2001.

/s/ Harry L. Zimmerman

Harry L. Zimmerman, Incorporator

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EX-3.10

Exhibit 3.10

BYLAWS OF

ENCORE MEDICAL ASSET CORPORATION

A NEVADA CORPORATION

ARTICLE ONE

REGISTERED AGENT AND OFFICE

1.01Registered Agent. The registered agent of Encore Medical Asset Corporation, a Nevada corporation (the “Corporation”), is the registered agent named in the original Articles of Incorporation of the Corporation (the “Articles of Incorporation”) or such other registered agent as may be designated from time to time by the Board of Directors of the Corporation (the “Board”) in the manner provided by law.

1.02Registered Office. The registered office of the Corporation (which office need not be a place of business of the Corporation) is the registered office named in the original Articles of Incorporation or such other registered office as may be designated from time to time by the Board or by the duly authorized and appointed registered agent of the Corporation in the manner provided by law.

ARTICLE TWO

SHAREHOLDER MEETINGS

2.01Place of Meetings. All meetings of the Shareholders of the Corporation (the “Shareholders”) shall be held at a location in or out of Nevada, as may be designated for that purpose from time to time by the Board; provided that any or all Shareholders may participate in any such meeting by means of conference telephone or similar communications equipment.

2.02Annual Meeting. Each annual meeting of the Shareholders for the election of Directors to succeed those whose terms are then expiring and for the transaction of other business brought before the meeting will be held on such date within the first four months of the beginning of each year, at such time as the Board may designate or fix and set forth in the notice of such meeting. If the day fixed for an annual meeting falls on a legal holiday, that annual meeting will be held at the same time on the immediately following business day.

2.03Special Meetings. Special meetings of the Shareholders may be called at any time by the President, by the Board or by one or more Shareholders holding, in the aggregate, not less than ten percent (10%) of all the shares entitled to vote at the proposed special meeting. Unless otherwise provided in these Bylaws, only business described in the meeting notice (or waiver thereof) may be conducted at a special meeting of Shareholders.

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2.04Notice of Meeting. Notice of any Shareholder meeting, stating the place, day and hour of the meeting, and, in case of a special meeting, the purpose or purposes for which the meeting is called must be given in writing to each Shareholder entitled to vote at the meeting at least ten (10) but not more than sixty (60) days before the date of the meeting, either personally or by mail or other means of written communication, addressed to each Shareholder at such Shareholder’s address appearing on the share transfer records of the Corporation or given by such Shareholder to the Corporation for the purpose of notice. Notice that a meeting has been adjourned to be reconvened is not necessary unless the meeting is adjourned for thirty (30) days or more, in which case notice of the reconvened meeting must be given as in the case of any special meeting.

2.05Quorum. Unless otherwise required by law or provided in the Articles of Incorporation, Shareholders holding a majority of the Corporation’s voting shares represented in person or by proxy will constitute a quorum at any Shareholder meeting.

2.06Voting. When a quorum is present at a Shareholder meeting, the vote of Shareholders holding a majority of the shares having voting power and present in person or by proxy will determine any question brought before the meeting, unless the question is one on which a higher vote is required by law, the Articles of Incorporation, or these Bylaws, in which case such higher vote will be required. Only persons in whose names shares appear on the share transfer records of the Corporation on the date on which notice of a meeting is mailed will be entitled to vote at the meeting, unless some other day not less than ten (10) days before the date of the meeting has been fixed by the Board for the determination of Shareholders of record. Each Shareholder so entitled to vote in an election of Directors may cast one vote for each Director’s position for each share of stock of the Corporation of which such Shareholder is the record owner. In any election of Directors, the candidates receiving the highest number of votes up to the number of Directors to be elected will be elected.

2.07Voting by Voice or Ballot. Voting by Shareholders will be by voice unless any Shareholder demands a ballot vote before the voting has begun.

2.08Proxies. A revocable proxy will be deemed revoked for purposes of a Shareholder meeting if, prior to the commencement of the meeting, the Secretary of the Corporation has received instructions of revocation dated subsequent to the date of the proxy and executed by the Shareholder granting the proxy or the Shareholder’s duly authorized attorney-in-fact.

2.09Consent of Absentees. No defect in the calling or notice of a Shareholder meeting will affect the validity of any action at the meeting if a quorum is present, and if either before or after the meeting, each Shareholder not present in person or by proxy or present only for the purpose of objecting to the failure to properly give notice for the meeting signs a written waiver of notice, consents to the holding of the meeting, or approves the minutes thereof, and such waiver, consent or approval is filed with the Corporation’s records or made a part of the minutes of the meeting.

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2.10Conduct of Meetings. The President, or in the President’s absence, the Secretary, will act as chairman of the meeting. In the Secretary’s absence, the Treasurer will act as the chairman of the meeting. The chairman will determine the order of business and procedures for the conduct of the meeting. The Secretary of the Corporation, or in the Secretary’s absence, the person selected by the chairman of the meeting, will act as secretary of the Shareholder meeting.

ARTICLE THREE

DIRECTORS

3.01Number, Term and Qualification of Directors. The Board shall consist of at least one (1) Director. The actual number of Directors shall be set from time to time by the Board of Directors. The Directors named in the Articles of Incorporation shall hold office until the first annual meeting of the Shareholders or until their successors are elected. The Directors will be elected annually by the Shareholders entitled to vote. The Directors will hold office until such Directors’ successors are elected, or until such Directors die, resign, or are removed from office, and may serve successive terms in office. A Director need not be a Shareholder or Nevada resident. Unless otherwise provided in the Articles of Incorporation, the number of Directors may be increased or decreased from time to time by amendment to these Bylaws, but no decrease will have the effect of shortening the term of any incumbent Director. Any directorship to be filled by reason of an increase in the number of Directors will be filled by election at an annual meeting or at a special Shareholder meeting called for that purpose.

3.02Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, and subject to the restrictions imposed by law or the Articles of Incorporation, the Board may exercise all the powers of the Corporation. The Directors may act only as a board, and an individual Director has no authority to act alone or together with other Directors unless acting as the Board, unless otherwise provided by these Bylaws or resolution of the Board.

3.03Vacancies. A vacancy on the Board resulting from the death, resignation or removal of a Director will be filled by election at the annual Shareholder meeting occurring immediately after such vacancy arises or at a special Shareholder meeting called for that purpose. A Director elected to fill a vacancy will be elected for the unexpired term of the predecessor Director.

3.04Removal of Directors. The entire Board or any individual Director may be removed from office with or without cause by a vote of Shareholders holding a majority of the outstanding shares entitled to vote at any Shareholder meeting called expressly for that purpose. New Directors may be elected at the meeting for the unexpired term of Directors so removed.

3.05Place of Meetings. All meetings of the Board will be held at the principal office of the Corporation or at such other place in or outside Nevada as may be designated from time to time by resolution of the Board or by written consent of all of the Directors.

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3.06Regular Meetings. Regular meetings of the Board will be held, without call or notice, immediately following each annual Shareholder meeting, and at such other times as the Board may determine.

3.07Special Meetings — Call and Notice. Special meetings of the Board may be called at any time by any Director or the President. Written notice of any special meeting, stating the time, and, in general, the purpose or purposes thereof, will be mailed, telecopied or telegraphed or personally delivered to each Director, as provided below, not later than three (3) days before the day of the meeting. If the address of a Director is not shown on the records and is not readily ascertainable, notice will be addressed to the Director at the Director’s last known address.

3.08Quorum; Action by Board. Unless otherwise required by law or provided in the Articles of Incorporation or these Bylaws, a majority of the total number of Directors shall constitute a quorum for the transaction of business of the Board, and the vote of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board.

3.09Director Dissent. A Director who is present at a Board meeting at which action on any corporate matter is to be taken and who does not vote in favor of such action will be presumed to have assented to the action unless: (i) such Director’s dissent is entered in the minutes of the meeting; (ii) such Director files a written dissent to such action with the secretary of the meeting before adjournment of the meeting; or (iii) such Director delivers a written dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting.

3.10Committees. The Board may designate one or more committees, each consisting of one or more Directors and delegate to such committee such powers and authority as the Board may determine, to the extent permitted by law. A member of a committee may be removed by the Board if in its sole judgment the best interests of the Corporation will be served by such removal.

3.11Compensation. Directors will serve without compensation for their services as Directors, but may receive from the Corporation fees for attendance at meetings and reimbursement for expenses as may be fixed or determined by resolution of the Board of Directors. A Director may also serve the Corporation as an officer, agent, employee, or otherwise, and may receive compensation for such service.

ARTICLE FOUR

OFFICERS

4.01Title and Appointment. The officers of the Corporation are the President, the Secretary, the Treasurer, and such other officers and assistants as the Board from time to time may determine. Each officer will be elected by the Board, which will fix compensation (if any) and tenure of such officer; provided, however, that each officer will hold office until the earlier

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of (i) the due election of such officer’s successor, or (ii) such officer’s death, resignation or removal from office.

4.02Vacancies. If an office becomes vacant by reason of an officer’s death, resignation, removal, or otherwise, the Board shall elect a successor to such office.

4.03Chairman of the Board. If the Board of Directors shall so elect, there shall be a Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board of Directors and of the Shareholders at which he shall be present. He shall have and may exercise such powers as are, from time to time, assigned to him by the Board and as may be provided by law.

4.04President. There shall be a President of the Corporation. In the absence of a Chairman of the Board, the President and Chief Executive Officer shall preside as the chairman of meetings of the Shareholders; he shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. The President shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the corporation. The authority and duties of the President, without limitation:

(1)Sign certificates representing shares of stock of the Corporation;

(2)Execute in the Corporation’s name deeds, conveyances, notices, leases, checks, drafts, bills of exchange, warrants, promissory notes, debentures, contracts, agreements and other documents and instruments;

(3)Appoint, employ, remove, discharge and prescribe the duties and fix the compensation of agents and employees of the Corporation and direct and manage the officers, agents, and employees of the Corporation; and,

(4)Have responsibility for the custody and control of all the funds and securities of the Corporation.

4.05Secretary. There shall be a Secretary of the Corporation. The Secretary shall:

(1)Attest and keep at the principal office of the Corporation the original or a copy of these Bylaws and all duly adopted amendments and restatements hereof;

(2)Keep at the principal office of the Corporation or such other place as the Board designates, a book of (i) the minutes of each meeting of the Shareholders or the Board or any committee thereof, including the names of those present at such meeting or, in the case of a Shareholder meeting, the number of shares represented at such meeting, and all proceedings of

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such meeting, (ii) all notices given and waivers signed of such meeting, (iii) all requests for special meeting, (iii) all requests for special meetings of the Shareholders or the Board or any committee thereof, (iv) all written dissents of Directors to actions by the Board, and (v) all unanimous written consents of the Directors or Shareholders of the Corporation;

(3)Keep at the principal office of the Corporation or such other place as the Board designates, a share transfer record or duplicate share transfer record as described in Article 6.04 below;

(4)Keep at the registered office of the Corporation or such other place as the Board of Directors designates, all other records of the Corporation;

(5)Sign or attest such documents of the Corporation as may be required by law or as necessary to carry out the business of the Corporation, and keep the corporate seal and affix it to such instruments as may be necessary or proper;

(6)See that all notices are duly given in accordance with the provisions of these Bylaws and as required by law;

(7)Properly keep and file all books, reports, statements, certificates, and other documents and records required by law;

(8)Attend and serve as secretary at the meetings of the Board and the Shareholders; and,

(9)In general, perform all duties incident to the office of Secretary, and such other duties from time to time assigned to the Secretary by the Board.

4.06Treasurer. There shall be a Treasurer of the Corporation. The Treasurer shall:

(1)Have custody of the Corporation’s funds and securities, keep full and accurate accounts of receipts and disbursements of the Corporation and deposit all monies and other valuables in the name and to the credit of the Corporation in depositories designated by the Board;

(2)Disburse the funds of the Corporation as ordered by the Board, and prepare such financial statements as it directs;

(3)If required by the Board, give the Corporation a bond (in such form, for such sum, and from such surety or sureties as are satisfactory to the Board) for the faithful performance of the duties of such office; and,

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(4)In general, perform all duties incident to the office of Treasurer and such other duties from time to time assigned to the Treasurer by the Board or the President.

ARTICLE FIVE

ISSUANCE AND TRANSFER OF SHARES

5.01Issuance of Shares. Authorized shares of the stock of the Corporation will be issued for such consideration and to such persons as the Board determines from time to time. No share may be issued until the full consideration therefor has been paid.

5.02Payment for Shares. Consideration for the issuance of shares must consist of money paid, labor done (including services actually performed for the Corporation), or property (tangible or intangible) actually received. In the absence of fraud in the transaction, the judgment of the Board of the value of consideration received will be conclusive. When consideration for a share, fixed as provided by law, has been accepted by the Corporation, such share will be deemed issued, fully paid and nonassessable. The consideration received and accepted for each share will be allocated by the Board, in accordance with law, to the Corporation’s stated capital and surplus.

5.03Ownership; Collateral Transfer. The Corporation will regard the person in whose name a share of stock is registered in the Corporation’s share transfer records as the owner thereof for the purposes of voting, distributions, notices, transfer, exercising rights of dissent, exercising or waiving any preemptive rights, entering into agreements restricting the transfer of shares, creating voting trusts or voting agreements, or giving proxies, with respect to such share. Notwithstanding the foregoing, upon receipt by the Secretary or by the Corporation’s transfer agent, if any, of written notice from a transferor or transferee that shares have been transferred collaterally to the transferee and not absolutely, the Secretary of the Corporation or its transfer agent, if any, will note such fact in the Corporation’s books and the collateral transferee will be entitled to the rights of a collateral transferee, but not the rights of an owner.

5.04Share Certificates. Each issued and outstanding share of stock of the Corporation will be represented by a certificate in a form consistent with the requirements of law, the Articles of Incorporation and these Bylaws, as approved by the Board. Certificates will be consecutively numbered and registered in the Corporation’s share transfer records as they are issued. Each certificate will be signed by the President or the Secretary. Each certificate will contain on its face or back such recitations or references as may be required by law, the Articles of Incorporation or these Bylaws, or any applicable Shareholder agreement.

5.05Replacement of Certificates. No new certificate for an issued and outstanding share will be issued until the previously issued certificate representing such share has been surrendered and canceled, except in the case of lost or destroyed certificates for which the Board may order new certificates to be issued upon such terms, conditions and guarantees as the Board may see fit to impose, including the filing of sufficient indemnity.

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ARTICLE SIX

MISCELLANEOUS PROVISIONS

6.01Authority to Execute Documents and Instruments. The Board, except as otherwise provided in these Bylaws, may authorize any Director, officer, employee or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances; and, unless so authorized (including authorization by other provisions of these Bylaws), no Director, officer, agent or employee has any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or in any amount.

6.02Inspection of Books and Records. The books and records of the Corporation will be available for inspection by the Shareholders from time to time and to the extent expressly required by statute. The Directors may examine such books and records at all reasonable times.

6.03Closing Share Transfer Records. The Board may close the share transfer records in their discretion for a period not exceeding sixty (60) days preceding any Shareholder meeting, annual or special, or the day appointed for the payment of a dividend.

6.04Share Transfer Records. The Corporation will keep at its principal office, or at the office of the transfer agent, if any, a share transfer record, showing the names and addresses of the past and current Shareholders, the number and classes of shares held by each Shareholder, the number and date of each certificate issued for shares, and the number and cancellation date of each certificate surrendered for cancellation. The share transfer records may be in written form or in any other form capable of being converted into written form within a reasonable time.

6.05Fiscal Year, Method of Accounting. The fiscal year of the Corporation is the calendar year or as otherwise established from time to time by the Board. The Corporation’s books will be kept under such method of accounting as established from time to time by the Board. Financial statements and reports will be prepared on a regular basis working from the Corporation’s books as directed by the Board.

6.06Relation to Articles of Incorporation. These Bylaws are subject to, and governed and controlled by, in the following order: (1) applicable law; and (2) the Articles of Incorporation.

6.07Action Without a Meeting. Any action permitted or required to be taken at a meeting of the Shareholders or the Board or any committee thereof may be taken without a meeting if a consent in writing, setting forth the action taken is signed by the required number of Shareholders or all the members of the Board or committee, as the case may be. Such consent will have the same force and effect as an affirmative vote at a meeting and may be stated as such in any document or instrument filed with the Secretary of State, and the execution of such consent will constitute attendance or presence in person at a meeting of Shareholders, the Board or committee, as the case may be.

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6.08Telephone Conference Meeting. Subject to the requirements of law, the Shareholders and the Board of Directors and any committee thereof may participate in and hold a meeting by means of a conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other, and participation in such a meeting will constitute attendance and presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

6.09Construction. Whenever the context so requires, the feminine shall include the masculine and neuter, and the singular shall include the plural, and conversely. If any portion of these Bylaws shall be invalid or inoperative, then, so far as is reasonable and possible:

(1)The remainder of these Bylaws shall be considered valid and operative, and

(2)Effect shall be given to the intent manifested by the portion held invalid or inoperative.

6.10Headings. The headings are for organization, convenience and clarity. In interpreting these Bylaws, they shall be subordinated in importance to the other written material.

ARTICLE SEVEN

INDEMNIFICATION OF OFFICERS, DIRECTORS,
EMPLOYEES AND AGENTS; INSURANCE

7.01Indemnity for Claims not in Name of Corporation. The corporation must indemnify, to the maximum extent permitted by the law, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the Corporation, by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and that, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful.

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7.02Indemnity for Claims in the Name of Corporation. The Corporation must indemnify, to the maximum extent permitted by the law, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, but no indemnification shall be made in respect of any claim, issue or matter as to which such person has been adjudged to be liable for negligence or misconduct in the performance of this duty to the Corporation unless and only to the extent that the court in which such action or suit was brought determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

7.03Success on Merits. To the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in sections 7.01 and 7.02 above, or in defense of any claim, issue or matter therein, he shall be indemnified by the Corporation against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection therewith.

7.04Determination of Standard of Conduct. Any indemnification under sections 7.01 and 7.02 above, unless ordered by a court, shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in sections 7.01 and 7.02. Such determination shall be made:

(1)By the stockholders;

(2)By the Board of Directors by majority vote of a quorum consisting of Directors who were not parties to such cat, suit or proceeding;

(3)If such a quorum of disinterested Directors so orders, by independent legal counsel in a written opinion; or

(4)If such a quorum of disinterested Directors cannot be obtained, by independent legal counsel in a written opinion.

7.05Expenses. Expenses incurred in defending a civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it is ultimately determined that he is entitled to be indemnified by the Corporation as authorized in this section.

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7.06Other Sources of Indemnity. The indemnification provided by this section:

(1)Does not exclude any other rights to which a person seeking indemnification may be entitled under any article of incorporation, agreement, vote of stockholders or disinterested Directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office; and

(2)Shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

7.07Insurance.The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provision of this section.

ARTICLE EIGHT

AMENDMENT OF BYLAWS

8.01Amendment of Bylaws. The Board has the power to alter, amend or repeal these Bylaws or adopt new bylaws, subject to amendment, repeal or adoption of new bylaws by action of the Shareholders and unless the Shareholders in so amending, repealing or adopting a new bylaw expressly provide that the Board may not amend or repeal that bylaw. The Board may exercise this power at any regular or special meeting and without any notice having been contained in the notice or waiver of notice of such meeting. Unless the Corporation’s Articles of Incorporation or a bylaw adopted by the Shareholders provides otherwise as to all or some portion of these Bylaws, the Corporation’s Shareholders may amend, repeal or adopt new Bylaws even though the Bylaws may also be amended by the Board.

[SIGNATURES ON FOLLOWING PAGE]

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Adopted by the Board of Directors of the Corporation to be effective as of the 29th day of October, 2001.

/s/ Kenneth W. Davidson

Kenneth W. Davidson, Director

/s/ Harry L. Zimmerman

Harry L. Zimmerman, Director

/s/ August Faske

August Faske, Director

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EX-3.11

Exhibit 3.11

ARTICLES OF INCORPORATION OF

ENCORE MEDICAL GP, INC.

A NEVADA CORPORATION

The undersigned, a natural person of the age of eighteen (18) years or more, acting as incorporator of a corporation under the Nevada Revised Statutes, hereby adopts the following Articles of Incorporation:

ARTICLE ONE

NAME

The name of the corporation is Encore Medical GP, Inc. (the “Corporation”).

ARTICLE TWO

AGENT FOR PROCESS

The street address of the Corporation’s initial registered office is 6100 Neil Road, Suite 500, Reno, Nevada  89511, and the name of its initial registered agent at such address is The Corporation Trust Company of Nevada.

ARTICLE THREE

AUTHORIZED SHARES

The aggregate number of shares which the Corporation shall have authority to issue is fifty thousand (50,000) common shares with a par value of $0.001 per share.

ARTICLE FOUR

DIRECTORS

The number of directors constituting the Corporation’s first Board of Directors is three (3), the names and addresses of whom are as follows:

Name	Address
Kenneth W. Davidson	9800 Metric Boulevard Austin, Texas 78758
Harry L. Zimmerman	9800 Metric Boulevard Austin, Texas 78758

August Faske 9800 Metric Boulevard
Austin, Texas 78758

ARTICLE FIVE

PURPOSE

The purpose for which the Corporation is organized is to engage in any activity in which corporations may lawfully engage under the laws of the State of Nevada.

ARTICLE SIX

ACTION OF SHAREHOLDERS WITHOUT A MEETING

Any action required by the Nevada Revised Statutes to be taken at any annual or special meeting of shareholders, or any action which may be taken at any annual or special meeting of shareholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall have been signed by the holder or holders of shares having not less than the minimum number of votes that would be necessary to take such action at a meeting at which the holders of all shares entitled to vote on the action were present and voted.

ARTICLE SEVEN

RIGHT TO AMEND

The Corporation reserves the right to amend and repeal any provision contained in the Articles of Incorporation in a manner consistent with the Nevada Revised Statutes. All rights herein conferred are granted subject to this reservation.

ARTICLE EIGHT

EXEMPTION OF DIRECTORS FROM LIABILITY

A directors of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for an act or omission in the director’s capacity as a director, except to the extent that any applicable law may prevent such director from being relieved of such personal liability. Any repeal or modification of this Article shall be prospective only and shall not adversely affect any limitation of the personal liability of a director of the Corporation existing at the time of such repeal or modification.

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ARTICLE NINE

INCORPORATOR

The name and address of the incorporator of the Corporation is:

Name	Address
Harry L. Zimmerman	9800 Metric Boulevard Austin, Texas 78758

IN WITNESS WHEREOF, the undersigned being the incorporator for the purpose of forming a Corporation under the laws of the State of Nevada has executed these Articles of Incorporation on this the 25^th day of October, 2001.

/s/ Harry L. Zimmerman

Harry L. Zimmerman, Incorporator

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EX-3.12

Exhibit 3.12

BYLAWS OF

ENCORE MEDICAL GP, INC.

A NEVADA CORPORATION

ARTICLE ONE

REGISTERED AGENT AND OFFICE

1.01Registered Agent. The registered agent of Encore Medical GP, Inc., a Nevada corporation (the “Corporation”), is the registered agent named in the original Articles of Incorporation of the Corporation (the “Articles of Incorporation”) or such other registered agent as may be designated from time to time by the Board of Directors of the Corporation (the “Board”) in the manner provided by law.

1.02Registered Office. The registered office of the Corporation (which office need not be a place of business of the Corporation) is the registered office named in the original Articles of Incorporation or such other registered office as may be designated from time to time by the Board or by the duly authorized and appointed registered agent of the Corporation in the manner provided by law.

ARTICLE TWO

SHAREHOLDER MEETINGS

2.01Place of Meetings. All meetings of the Shareholders of the Corporation (the “Shareholders”) shall be held at a location in or out of Nevada as may be designated for that purpose from time to time by the Board; provided that any or all Shareholders may participate in any such meeting by means of conference telephone or similar communications equipment.

2.02Annual Meeting. Each annual meeting of the Shareholders for the election of Directors to succeed those whose terms are then expiring and for the transaction of other business brought before the meeting will be held on such date within the first four months of the beginning of each year, at such time as the Board may designate or fix and set forth in the notice of such meeting. If the day fixed for an annual meeting falls on a legal holiday, that annual meeting will be held at the same time on the immediately following business day.

2.03Special Meetings. Special meetings of the Shareholders may be called at any time by the President, by the Board or by one or more Shareholders holding, in the aggregate, not less than ten percent (10%) of all the shares entitled to vote at the proposed special meeting. Unless otherwise provided in these Bylaws, only business described in the meeting notice (or waiver thereof) may be conducted at a special meeting of Shareholders.

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2.04Notice of Meeting. Notice of any Shareholder meeting, stating the place, day and hour of the meeting, and, in case of a special meeting, the purpose or purposes for which the meeting is called must be given in writing to each Shareholder entitled to vote at the meeting at least ten (10) but not more than sixty (60) days before the date of the meeting, either personally or by mail or other means of written communication, addressed to each Shareholder at such Shareholder’s address appearing on the share transfer records of the Corporation or given by such Shareholder to the Corporation for the purpose of notice. Notice that a meeting has been adjourned to be reconvened is not necessary unless the meeting is adjourned for thirty (30) days or more, in which case notice of the reconvened meeting must be given as in the case of any special meeting.

2.05Quorum. Unless otherwise required by law or provided in the Articles of Incorporation, Shareholders holding a majority of the Corporation’s voting shares represented in person or by proxy will constitute a quorum at any Shareholder meeting.

2.06Voting. When a quorum is present at a Shareholder meeting, the vote of Shareholders holding a majority of the shares having voting power and present in person or by proxy will determine any question brought before the meeting, unless the question is one on which a higher vote is required by law, the Articles of Incorporation, or these Bylaws, in which case such higher vote will be required. Only persons in whose names shares appear on the share transfer records of the Corporation on the date on which notice of a meeting is mailed will be entitled to vote at the meeting, unless some other day not less than ten (10) days before the date of the meeting has been fixed by the Board for the determination of Shareholders of record. Each Shareholder so entitled to vote in an election of Directors may cast one vote for each Director’s position for each share of stock of the Corporation of which such Shareholder is the record owner. In any election of Directors, the candidates receiving the highest number of votes up to the number of Directors to be elected will be elected.

2.07Voting by Voice or Ballot. Voting by Shareholders will be by voice unless any Shareholder demands a ballot vote before the voting has begun.

2.08Proxies. A revocable proxy will be deemed revoked for purposes of a Shareholder meeting if, prior to the commencement of the meeting, the Secretary of the Corporation has received instructions of revocation dated subsequent to the date of the proxy and executed by the Shareholder granting the proxy or the Shareholder’s duly authorized attorney-in-fact.

2.09Consent of Absentees. No defect in the calling or notice of a Shareholder meeting will affect the validity of any action at the meeting if a quorum is present, and if either before or after the meeting, each Shareholder not present in person or by proxy or present only for the purpose of objecting to the failure to properly give notice for the meeting signs a written waiver of notice, consents to the holding of the meeting, or approves the minutes thereof, and such waiver, consent or approval is filed with the Corporation’s records or made a part of the minutes of the meeting.

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2.10Conduct of Meetings. The President, or in the President’s absence, the Secretary, will act as chairman of the meeting. In the Secretary’s absence, the Treasurer will act as the chairman of the meeting. The chairman will determine the order of business and procedures for the conduct of the meeting. The Secretary of the Corporation, or in the Secretary’s absence, the person selected by the chairman of the meeting, will act as secretary of the Shareholder meeting.

ARTICLE THREE

DIRECTORS

3.01Number, Term and Qualification of Directors. The Board shall consist of at least one (1) Director. The actual number of Directors shall be set from time to time by the Board of Directors. The Directors named in the Articles of Incorporation shall hold office until the first annual meeting of the Shareholders or until their successors are elected. The Directors will be elected annually by the Shareholders entitled to vote. The Directors will hold office until such Directors’ successors are elected, or until such Directors die, resign, or are removed from office, and may serve successive terms in office. A Director need not be a Shareholder or Nevada resident. Unless otherwise provided in the Articles of Incorporation, the number of Directors may be increased or decreased from time to time by amendment to these Bylaws, but no decrease will have the effect of shortening the term of any incumbent Director. Any directorship to be filled by reason of an increase in the number of Directors will be filled by election at an annual meeting or at a special Shareholder meeting called for that purpose.

3.02Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, and subject to the restrictions imposed by law or the Articles of Incorporation, the Board may exercise all the powers of the Corporation. The Directors may act only as a board, and an individual Director has no authority to act alone or together with other Directors unless acting as the Board, unless otherwise provided by these Bylaws or resolution of the Board.

3.03Vacancies. A vacancy on the Board resulting from the death, resignation or removal of a Director will be filled by election at the annual Shareholder meeting occurring immediately after such vacancy arises or at a special Shareholder meeting called for that purpose. A Director elected to fill a vacancy will be elected for the unexpired term of the predecessor Director.

3.04Removal of Directors. The entire Board or any individual Director may be removed from office with or without cause by a vote of Shareholders holding a majority of the outstanding shares entitled to vote at any Shareholder meeting called expressly for that purpose. New Directors may be elected at the meeting for the unexpired term of Directors so removed.

3.05Place of Meetings. All meetings of the Board will be held at the principal office of the Corporation or at such other place in or outside Nevada as may be designated from time to time by resolution of the Board or by written consent of all of the Directors.

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3.06Regular Meetings. Regular meetings of the Board will be held, without call or notice, immediately following each annual Shareholder meeting, and at such other times as the Board may determine.

3.07Special Meetings — Call and Notice. Special meetings of the Board may be called at any time by any Director or the President. Written notice of any special meeting, stating the time, and, in general, the purpose or purposes thereof, will be mailed, telecopied or telegraphed or personally delivered to each Director, as provided below, not later than three (3) days before the day of the meeting. If the address of a Director is not shown on the records and is not readily ascertainable, notice will be addressed to the Director at the Director’s last known address.

3.08Quorum; Action by Board. Unless otherwise required by law or provided in the Articles of Incorporation or these Bylaws, a majority of the total number of Directors shall constitute a quorum for the transaction of business of the Board, and the vote of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board.

3.09Director Dissent. A Director who is present at a Board meeting at which action on any corporate matter is to be taken and who does not vote in favor of such action will be presumed to have assented to the action unless: (i) such Director’s dissent is entered in the minutes of the meeting; (ii) such Director files a written dissent to such action with the secretary of the meeting before adjournment of the meeting; or (iii) such Director delivers a written dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting.

3.10Committees. The Board may designate one or more committees, each consisting of one or more Directors and delegate to such committee such powers and authority as the Board may determine, to the extent permitted by law. A member of a committee may be removed by the Board if in its sole judgment the best interests of the Corporation will be served by such removal.

3.11Compensation. Directors will serve without compensation for their services as Directors, but may receive from the Corporation fees for attendance at meetings and reimbursement for expenses as may be fixed or determined by resolution of the Board of Directors. A Director may also serve the Corporation as an officer, agent, employee, or otherwise, and may receive compensation for such service.

ARTICLE FOUR

OFFICERS

4.01Title and Appointment. The officers of the Corporation are the President, the Secretary, the Treasurer, and such other officers and assistants as the Board from time to time may determine. Each officer will be elected by the Board, which will fix compensation (if any) and tenure of such officer; provided, however, that each officer will hold office until the earlier

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of (i) the due election of such officer’s successor, or (ii) such officer’s death, resignation or removal from office.

4.02Vacancies. If an office becomes vacant by reason of an officer’s death, resignation, removal, or otherwise, the Board shall elect a successor to such office.

4.03Chairman of the Board. If the Board of Directors shall so elect, there shall be a Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board of Directors and of the Shareholders at which he shall be present. He shall have and may exercise such powers as are, from time to time, assigned to him by the Board and as may be provided by law.

4.04President. There shall be a President of the Corporation. In the absence of a Chairman of the Board, the President and Chief Executive Officer shall preside as the chairman of meetings of the Shareholders; he shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. The President shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the corporation. The authority and duties of the President, without limitation:

(1)Sign certificates representing shares of stock of the Corporation;

(2)Execute in the Corporation’s name deeds, conveyances, notices, leases, checks, drafts, bills of exchange, warrants, promissory notes, debentures, contracts, agreements and other documents and instruments;

(3)Appoint, employ, remove, discharge and prescribe the duties and fix the compensation of agents and employees of the Corporation and direct and manage the officers, agents, and employees of the Corporation; and,

(4)Have responsibility for the custody and control of all the funds and securities of the Corporation.

4.05Secretary. There shall be a Secretary of the Corporation. The Secretary shall:

(1)Attest and keep at the principal office of the Corporation the original or a copy of these Bylaws and all duly adopted amendments and restatements hereof;

(2)Keep at the principal office of the Corporation or such other place as the Board designates, a book of (i) the minutes of each meeting of the Shareholders or the Board or any committee thereof, including the

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names of those present at such meeting or, in the case of a Shareholder meeting, the number of shares represented at such meeting, and all proceedings of such meeting, (ii) all notices given and waivers signed of such meeting, (iii) all requests for special meeting, (iii) all requests for special meetings of the Shareholders or the Board or any committee thereof, (iv) all written dissents of Directors to actions by the Board, and (v) all unanimous written consents of the Directors or Shareholders of the Corporation;

(3)Keep at the principal office of the Corporation or such other place as the Board designates, a share transfer record or duplicate share transfer record as described in Article 6.04 below;

(4)Keep at the registered office of the Corporation or such other place as the Board of Directors designates, all other records of the Corporation;

(5)Sign or attest such documents of the Corporation as may be required by law or as necessary to carry out the business of the Corporation, and keep the corporate seal and affix it to such instruments as may be necessary or proper;

(6)See that all notices are duly given in accordance with the provisions of these Bylaws and as required by law;

(7)Properly keep and file all books, reports, statements, certificates, and other documents and records required by law;

(8)Attend and serve as secretary at the meetings of the Board and the Shareholders; and,

(9)In general, perform all duties incident to the office of Secretary, and such other duties from time to time assigned to the Secretary by the Board.

4.06Treasurer. There shall be a Treasurer of the Corporation. The Treasurer shall:

(1)Have custody of the Corporation’s funds and securities, keep full and accurate accounts of receipts and disbursements of the Corporation and deposit all monies and other valuables in the name and to the credit of the Corporation in depositories designated by the Board;

(2)Disburse the funds of the Corporation as ordered by the Board, and prepare such financial statements as it directs;

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(3)If required by the Board, give the Corporation a bond (in such form, for such sum, and from such surety or sureties as are satisfactory to the Board) for the faithful performance of the duties of such office; and,

(4)In general, perform all duties incident to the office of Treasurer and such other duties from time to time assigned to the Treasurer by the Board or the President.

ARTICLE FIVE

ISSUANCE AND TRANSFER OF SHARES

5.01Issuance of Shares. Authorized shares of the stock of the Corporation will be issued for such consideration and to such persons as the Board determines from time to time. No share may be issued until the full consideration therefor has been paid.

5.02Payment for Shares. Consideration for the issuance of shares must consist of money paid, labor done (including services actually performed for the Corporation), or property (tangible or intangible) actually received. In the absence of fraud in the transaction, the judgment of the Board of the value of consideration received will be conclusive. When consideration for a share, fixed as provided by law, has been accepted by the Corporation, such share will be deemed issued, fully paid and nonassessable. The consideration received and accepted for each share will be allocated by the Board, in accordance with law, to the Corporation’s stated capital and surplus.

5.03Ownership; Collateral Transfer. The Corporation will regard the person in whose name a share of stock is registered in the Corporation’s share transfer records as the owner thereof for the purposes of voting, distributions, notices, transfer, exercising rights of dissent, exercising or waiving any preemptive rights, entering into agreements restricting the transfer of shares, creating voting trusts or voting agreements, or giving proxies, with respect to such share. Notwithstanding the foregoing, upon receipt by the Secretary or by the Corporation’s transfer agent, if any, of written notice from a transferor or transferee that shares have been transferred collaterally to the transferee and not absolutely, the Secretary of the Corporation or its transfer agent, if any, will note such fact in the Corporation’s books and the collateral transferee will be entitled to the rights of a collateral transferee, but not the rights of an owner.

5.04Share Certificates. Each issued and outstanding share of stock of the Corporation will be represented by a certificate in a form consistent with the requirements of law, the Articles of Incorporation and these Bylaws, as approved by the Board. Certificates will be consecutively numbered and registered in the Corporation’s share transfer records as they are issued. Each certificate will be signed by the President or the Secretary. Each certificate will contain on its face or back such recitations or references as may be required by law, the Articles of Incorporation or these Bylaws, or any applicable Shareholder agreement.

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5.05Replacement of Certificates. No new certificate for an issued and outstanding share will be issued until the previously issued certificate representing such share has been surrendered and canceled, except in the case of lost or destroyed certificates for which the Board may order new certificates to be issued upon such terms, conditions and guarantees as the Board may see fit to impose, including the filing of sufficient indemnity.

ARTICLE SIX

MISCELLANEOUS PROVISIONS

6.01Authority to Execute Documents and Instruments. The Board, except as otherwise provided in these Bylaws, may authorize any Director, officer, employee or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances; and, unless so authorized (including authorization by other provisions of these Bylaws), no Director, officer, agent or employee has any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or in any amount.

6.02Inspection of Books and Records. The books and records of the Corporation will be available for inspection by the Shareholders from time to time and to the extent expressly required by statute. The Directors may examine such books and records at all reasonable times.

6.03Closing Share Transfer Records. The Board may close the share transfer records in their discretion for a period not exceeding sixty (60) days preceding any Shareholder meeting, annual or special, or the day appointed for the payment of a dividend.

6.04Share Transfer Records. The Corporation will keep at its principal office, or at the office of the transfer agent, if any, a share transfer record, showing the names and addresses of the past and current Shareholders, the number and classes of shares held by each Shareholder, the number and date of each certificate issued for shares, and the number and cancellation date of each certificate surrendered for cancellation. The share transfer records may be in written form or in any other form capable of being converted into written form within a reasonable time.

6.05Fiscal Year, Method of Accounting. The fiscal year of the Corporation is the calendar year or as otherwise established from time to time by the Board. The Corporation’s books will be kept under such method of accounting as established from time to time by the Board. Financial statements and reports will be prepared on a regular basis working from the Corporation’s books as directed by the Board.

6.06Relation to Articles of Incorporation. These Bylaws are subject to, and governed and controlled by, in the following order: (1) applicable law; and (2) the Articles of Incorporation.

6.07Action Without a Meeting. Any action permitted or required to be taken at a meeting of the Shareholders or the Board or any committee thereof may be taken without a

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meeting if a consent in writing, setting forth the action taken is signed by the required number of Shareholders or all the members of the Board or committee, as the case may be. Such consent will have the same force and effect as an affirmative vote at a meeting and may be stated as such in any document or instrument filed with the Secretary of State, and the execution of such consent will constitute attendance or presence in person at a meeting of Shareholders, the Board or committee, as the case may be.

6.08Telephone Conference Meeting. Subject to the requirements of law, the Shareholders and the Board of Directors and any committee thereof may participate in and hold a meeting by means of a conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other, and participation in such a meeting will constitute attendance and presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

6.09Construction. Whenever the context so requires, the feminine shall include the masculine and neuter, and the singular shall include the plural, and conversely. If any portion of these Bylaws shall be invalid or inoperative, then, so far as is reasonable and possible:

(1)The remainder of these Bylaws shall be considered valid and operative, and

(2)Effect shall be given to the intent manifested by the portion held invalid or inoperative.

6.10Headings. The headings are for organization, convenience and clarity. In interpreting these Bylaws, they shall be subordinated in importance to the other written material.

ARTICLE SEVEN

INDEMNIFICATION OF OFFICERS, DIRECTORS,

EMPLOYEES AND AGENTS; INSURANCE

7.01Indemnity for Claims not in Name of Corporation. The corporation must indemnify, to the maximum extent permitted by the law, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the Corporation, by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or

9

proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and that, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful.

7.02Indemnity for Claims in the Name of Corporation. The Corporation must indemnify, to the maximum extent permitted by the law, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, but no indemnification shall be made in respect of any claim, issue or matter as to which such person has been adjudged to be liable for negligence or misconduct in the performance of this duty to the Corporation unless and only to the extent that the court in which such action or suit was brought determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

7.03Success on Merits. To the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in sections 7.01 and 7.02 above, or in defense of any claim, issue or matter therein, he shall be indemnified by the Corporation against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection therewith.

7.04Determination of Standard of Conduct. Any indemnification under sections 7.01 and 7.02 above, unless ordered by a court, shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in sections 7.01 and 7.02. Such determination shall be made:

(1)By the stockholders;

(2)By the Board of Directors by majority vote of a quorum consisting of Directors who were not parties to such cat, suit or proceeding;

(3)If such a quorum of disinterested Directors so orders, by independent legal counsel in a written opinion; or

(4)If such a quorum of disinterested Directors cannot be obtained, by independent legal counsel in a written opinion.

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7.05Expenses. Expenses incurred in defending a civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it is ultimately determined that he is entitled to be indemnified by the Corporation as authorized in this section.

7.06Other Sources of Indemnity. The indemnification provided by this section:

(1)Does not exclude any other rights to which a person seeking indemnification may be entitled under any article of incorporation, agreement, vote of stockholders or disinterested Directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office; and

(2)Shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

7.07Insurance.The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provision of this section.

ARTICLE EIGHT

AMENDMENT OF BYLAWS

8.01Amendment of Bylaws. The Board has the power to alter, amend or repeal these Bylaws or adopt new bylaws, subject to amendment, repeal or adoption of new bylaws by action of the Shareholders and unless the Shareholders in so amending, repealing or adopting a new bylaw expressly provide that the Board may not amend or repeal that bylaw. The Board may exercise this power at any regular or special meeting and without any notice having been contained in the notice or waiver of notice of such meeting. Unless the Corporation’s Articles of Incorporation or a bylaw adopted by the Shareholders provides otherwise as to all or some portion of these Bylaws, the Corporation’s Shareholders may amend, repeal or adopt new Bylaws even though the Bylaws may also be amended by the Board.

[SIGNATURES ON FOLLOWING PAGE]

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Adopted by the Board of Directors of the Corporation to be effective as of the 29^th day of October, 2001.

/s/ Kenneth W. Davidson

Kenneth W. Davidson, Director

/s/ Harry L. Zimmerman

Harry L. Zimmerman, Director

/s/ August Faske

August Faske, Director

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EX-3.13

Exhibit 3.13

ARTICLES OF AMENDMENT

AND RESTATED ARTICLES OF INCORPORATION

OF

EMPI, INC.

The undersigned hereby certifies that Restated Articles of Incorporation of Empi, Inc. in the form attached hereto as Exhibit A were adopted pursuant to Minnesota Statutes Chapter 302A by the written consent of the sole shareholder of the corporation without a meeting pursuant to said Section 302A.239, which Restated Articles supersede the original Articles and all amendments to them.

I swear that the foregoing is true and accurate and that I have the authority to sign this document on behalf of the corporation.

February 26, 2007
	/s/ Harry L. Zimmerman
	Harry L. Zimmerman,
	Executive Vice-President - General Counsel

EXHIBIT A

RESTATED ARTICLES OF INCORPORATION

OF

EMPI, INC.

ARTICLE I

The name of the corporation (hereinafter called the “Corporation”) is Empi, Inc.

ARTICLE II

The registered office of the Corporation is located at 100 South Fifth Street, Suite 1075, Minneapolis, Minnesota  55402. The name of the registered agent at that address is CT Corporation System.

ARTICLE III

The Corporation is authorized to issue an aggregate total of 10,000 shares, all of which shall be designated Common Stock having a par value of $0.01 per share.

ARTICLE IV

No shareholder of the Corporation shall have any cumulative voting rights.

ARTICLE V

No shareholder of the Corporation shall have any preemptive rights by virtue of Section 302A.413 of the Minnesota Statutes (or any similar provisions of future law) to subscribe for, purchase or acquire (i) any shares of the Corporation of any class or series, whether unissued or now or hereafter authorized, or (ii) any obligations or other securities convertible into or exchangeable for (or that carry any other right to acquire) any such shares, securities or obligations, or (iii) any other rights to purchase any such shares, securities or obligations. The Corporation shall have the power, however, in its discretion, to grant such rights by agreement or other instrument to any person or persons (whether or not they are shareholders).

ARTICLE VI

Any action required or permitted to be taken at a meeting of the Board of Directors of the Corporation not needing approval by the shareholders under Minnesota Statutes, Chapter 302A, may be taken by written action signed by the number of directors that would be required to take such action at a meeting of the Board of Directors at which all directors are present.

ARTICLE VII

No director of the Corporation shall be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty by such director as a director; provided, however, that this Article shall not eliminate or limit the liability of a director to the extend provided by applicable law (i) for any breach of the director’s duty of loyalty to the Corporation or its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 302A.559 or 80A.23 of the Minnesota Statutes, (iv) for any transaction from which the director derived an improper personal benefit or (v) for any act or omission occurring prior to the effective date of this Article. No amendment to or repeal of this Article shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

EX-3.14

Exhibit 3.14

AMENDMENT TO BYLAWS

The following amendments to the Bylaws of Empi, Inc., were adopted by the Board of Directors on March 20, 1986 and approved by the Shareholders on June 12, 1986. These paragraphs 13, 14(a), 14(b) and 49 supersede in their entirety paragraphs 13, 14 and 49 of the Company’s Bylaws in effect on June 12, 1986.

13) Number, Term, Election and Qualifications. At each annual meeting the shareholders shall determine the number of directors, which shall be not less than three and not more than seven provided that between annual meetings the Board of Directors may increase the authorized number of directors within the limits stated above. However, notwithstanding such limits, no increase or decrease in the number of directors may be effected except according to the further provisions contained in this Paragraph 13. The directors shall be divided into three classes, designated Class I, Class II, and Class III. Each class shall consist, as nearly as possible, of one-third of the total number of directors constituting the entire Board of Directors. At the 1986 Annual Meeting of Shareholders, Class I directors shall be elected for a one-year term, Class II directors for a two-year term, and Class III directors for a three-year term. At each succeeding annual meeting of the shareholders beginning in 1987, successors to the class of directors whose term expires at that annual meeting shall be elected for a three-year term. A director shall hold office until the annual meeting for the year in which his or her term expires and until his or her successor shall be elected and shall qualify, or until his or her resignation or removal from office. If the number of directors is changed, any increase or decrease shall be apportioned among the classes as so to maintain, as nearly as possible, an equal number of directors in each class. In the event an increase or decrease makes it impossible to maintain an equal number of directors in each class, increases shall be allocated to the class or classes with the longest remaining term, and decreases shall be allocated to the class with the shortest remaining term. Any director elected to fill a vacancy resulting from an increase in such class shall hold office for a term that shall coincide with the remaining term of that class. In no event will a decrease in the number of directors result in the elimination of an entire class of directors, cause any class to contain a number of directors two or more greater than any other class, or shorten the term of any incumbent director. Any director elected to fill a vacancy not resulting from an increase in the number of directors shall have the same remaining term as that of his or her predecessor. No amendment to these Bylaws shall alter, change or repeal any of the provisions of this Paragraph, 13, unless the amendment effecting such alteration, change or repeal shall receive the affirmative vote of the holders of two-thirds (2/3) of all shares of stock of the corporation entitled to vote on all matters that may come before each meeting of shareholders.

14. (a) Vacancies. Vacancies on the Board of Directors may be filled by a majority vote of the remaining members of the Board, even though less than a quorum; provided that newly created directorships resulting from an increase in the authorized number of directors shall be filled by two-thirds (2/3) of the directors serving at the time of such increase. Persons so elected shall be directors until their successors are elected by the shareholders, who may make such election at the next annual meeting at which the terms of persons so elected expire, and until their successors shall be elected and qualify.

14. (b) Removal. Directors may be removed only for cause by vote of the shareholders or for cause by vote of a majority of the entire Board of Directors. No amendment to these Bylaws shall alter, change or repeal this Paragraph 14(b) unless the amendment effecting such alteration, change or repeal shall receive the affirmative vote of the holders of two-thirds (2/3) of all shares of stock of the corporation entitled to vote on all matters that may come before each meeting of shareholders.

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49)     Amendments. Except as otherwise provided in specific provisions of these Bylaws, these Bylaws may be altered, amended, added to or repealed by the affirmative vote of a majority of the members of the Board of Directors at any regular meeting of the Board or at any special meeting of the Board called for that purpose, subject to the power of the shareholders to change or repeal such Bylaws and subject to any other limitations on such authority of the Board provided by the Minnesota Business Corporation Act.

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AMENDED BYLAWS OF
Empi, Inc.

OFFICES

1.The principal office of the corporation shall be at Suite 108, 5801 Duluth Street, in the city of Golden Valley, county of Hennepin, state of Minnesota. The corporation may also have offices at such other places as the board of directors may from time to time determine or as the business of the corporation shall require.

SEAL

2.The corporation shall have no seal.

SHAREHOLDERS’ MEETINGS

3.All meetings of the shareholders shall be held at the offices of the corporation in the city of Golden Valley or at such other places as maybe designated by the board of directors.

4.Annual meetings of the shareholders shall be held on the first Monday of December of each year at its principal place of business beginning with the year 1977 if not a legal holiday and if a legal holiday then on the next business day at 10:00 a.m., when the shareholders shall elect a board of directors and transact such other business as may properly come before the meeting.

5.The holders of a majority of stock issued and out-standing and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum, and the presence of such majority of shareholders shall be a requisite for the trans-action of such business, except as otherwise provided by law, by the articles of incorporation or by these bylaws. If, however, a quorum is not present at any meeting of the shareholders, any shareholder entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting until the requisite amount of voting stock shall be represented. At such adjourned meeting at which the requisite amount of voting stock shall be represented, any business may be transacted which might have been transacted at the meeting as originally noticed.

6.At each meeting of the shareholders, every share-holder having the right to vote shall be entitled to vote in person or by proxy appointed by an instrument in writing subscribed by such shareholder and bearing a date not more than eleven months prior to said meeting unless otherwise provided in the proxy. The termination of a proxy’s authority may be effected only upon giving written notice of the termination to the secretary of the corporation. Each shareholder shall have one vote for each share having voting power registered in his name on the books of the corporation. The vote for the directors and, upon demand of any shareholder, the vote upon any question before the meeting shall be by ballot. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting may decide any question

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properly before the meeting and shall be the act of the shareholders unless the vote of a greater number of shares is required by law, the articles of incorporation or these bylaws.

7.The board of directors shall have power to close the stock transfer books of the corporation for a period not exceeding 60 days preceding the date of any meeting of shareholders or the date for payment of any dividend or the date for the allotment of right or the date when any change or conversion or exchange of capital stock shall go into effect; provided, however, that in lieu of closing the stock transfer books as aforesaid, the board of directors may fix in advance a date not exceeding 60 days preceding the date of any meeting of shareholders or the date for the payment of any dividend or the date for the allotment of rights or the date when any change or conversion or exchange of capital stock shall go into effect as a record date for the determination of the shareholders entitled to notice of and to vote at any such meeting, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, and in such case only such shareholders as shall be shareholders of record on the date so fixed shall be entitled to such notice of and to vote at such meeting, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any stock on the books of the corporation after any such record date is fixed as aforesaid.

8.Written notice of the annual meeting shall be mailed at least twenty days prior to the meeting to each shareholder entitled to vote thereat at such address as appears on the transfer books of the corporation.

9.A complete list of the shareholders entitled to vote at the ensuing election, arranged in alphabetical order, with the residence of each and the number of voting shares held by each, shall be prepared at least twenty days before every election, and shall at all times during the usual hours for business and during the whole of said election be open to the examination of any shareholder.

10.Special meetings of the shareholders for any purpose or purposes, unless otherwise prescribed by statute, may be called by the president or by any three directors and shall be called by the president or secretary at the request in writing of a shareholder or shareholders owning 10 percent in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

11.Business transacted at all special meetings shall be confined to the objects stated in the call.

12.Written notice of a special meeting of shareholders stating the time, place and object thereof shall be mailed, postage prepaid, at least ten days before such meeting to each shareholder entitled to vote thereat at such address as appears on the transfer books of the corporation.

DIRECTORS

13.The property and business of the corporation shall be managed by a board of directors who need not be shareholders. At each annual meeting, the shareholders shall

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determine the number of directors which shall not be less than the minimum provided by law, provided that between annual meetings the authorized number of directors may be increased by the board of directors. Any such newly created directorships shall be filled by the board of directors. Each director elected at an annual meeting of shareholders shall be elected for a term of one (1) year and shall hold office until his successor is elected and qualified. Each director elected by the board of directors to fill a newly created directorship shall be a director until his successor is elected by the shareholders who may make such election at their next annual meeting or at any special meeting called for that purpose.

14.Any vacancy in the board of directors because of death, resignation, disqualification, increase in number of directors, or any other cause, may be filled by a majority of the remaining directors at any regular or special meeting of the directors; or any such vacancy resulting from any cause whatsoever may be filled by the shareholders at the first annual meeting of shareholders held after such vacancy shall occur or at a special meeting thereof called for that purpose.

15.Any directors of the corporation may resign at any time by giving written notice to the chairman of the board or to the president or secretary of the corporation. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

16.The directors may hold their meetings and have one or more offices and keep the books of the corporation at the office of the corporation in the city of Golden Valley, Minnesota, or at such time and place as they may from time to time determine.

17.In addition to the powers and authorities by these bylaws expressly conferred upon it, the board may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the articles of incorporation or by these bylaws directed or required to be exercised or done by the shareholders.

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COMMITTEES

18.The board of directors may, by unanimous affirmative action of the entire board, designate two or more of their number to constitute an executive committee, which, to the extent determined by unanimous affirmative action of the entire board, shall have and exercise the authority of the board in the management of the business of the corporation. Such executive committee shall act only in the interval between meetings of the board and shall be subject at all times to the control and direction of the board. The board of directors by a majority vote may also appoint from among its own members such other committees as the board may determine, which shall in each case consist of not less than two directors and will have such powers and duties as shall from time to time be prescribed by the board; such committees may appoint from among the employees of the corporation such ex-officio members as they deem appropriate.

COMPENSATION OF DIRECTORS

19.Each director shall receive such compensation as may be fixed by the whole board of directors, either generally or in specific cases for services as a director, including services as a member of any committee of which any director may be a member. In addition, each director shall be entitled to be reimbursed by the corporation for his expenses incurred in attending meetings of the board of directors or of any committee of which he is a member. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation for such services from the corporation; provided, however, that any person who is receiving a stated compensation as an officer of the corporation for his services as such officer shall net receive any additional compensation for services as a director during such period. A director entitled to receive compensation for his services as a director, who shall serve for only a portion of a year, shall be entitled to receive only that portion of his such compensation which the period of his service during the year bears to the entire year. The compensation of directors, if any, shall be paid at such times and in such installments as the board of directors may determine.

MEETINGS OF THE BOARD

20.The newly elected board may meet at such place and time as shall be fixed by the vote of the shareholders at the annual meeting for the purpose of organization or otherwise, and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting; provided, however, that a majority of the whole board shall be present; or it may at such time and place meet as shall be fixed by the consent of all the directors in writing.

21.Regular meetings of the board may be held without notice at such time and place as shall from time to time be deter-mined by the board.

22.Special meetings of the board may be called by the the president or by any two directors on two days’ notice to each director, whether personally or by mail or by telegram.

23.At all meetings of the board, a majority of the directors shall be necessary and sufficient to constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of

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directors, except as may be otherwise specifically stated by statute or by the articles of incorporation or by these bylaws.

OFFICERS

24.The officers of the corporation shall be chosen by the board of directors and be a president, one or more vice presidents, a secretary and a treasurer and such other officers as the directors may designate from time to time. Any two or more offices may be held by the same person except president and vice president.

25.The officers shall be elected annually by the board of directors at their annual meetings held after each annual meeting of shareholders. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death, resignation or removal as provided in these bylaws.

26.Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the whole board of directors. If an officer’s position with the corporation becomes vacant for any reason, the vacancy shall be filled by the affirmative vote of a majority of the whole board of directors.

27.Chairman. There is no requirement that a chairman of the board of directors be elected by the board. If a chairman is elected, he shall serve at the option of the board or until a successor is elected, and shall preside at all meetings of the board, and shall exercise such other powers as the board of directors may from time to time direct. He shall not be considered an officer of the corporation. In the event that for any reason a chairman is not elected, meetings of the board shall be presided over by an officer of the corporation who also serves as a board member.

28.President. In the absence of the chairman of the board, the president shall preside at all meetings of the shareholders and, if so directed by the board, at meetings of the board of directors and executive committee; he shall have power to appoint and discharge employees and agents of the corporation and fix their compensation; when authorized by the board of directors, he shall make and sign contracts and agreements in the name of and on behalf of the corporation; while the board of directors or the executive committee is not in session, he shall be the chief executive and administrative officer of the corporation and shall have general management and control of the business and affairs of the corporation; and he shall generally do and perform all acts incident to the office of president, or which are authorized or required by law.

29.Vice President. Each vice president shall have such designations and such powers and shall perform such duties as may be assigned to him by the board of directors. The board of directors may designate one or more of such vice presidents to be an executive vice president, and in the event of such designation the duties of the office of the president, in case of the absence or disability of the president and the absence or disability of the chairman of the board, shall be performed by the executive vice president, or if there be more than one executive vice president, by such executive vice president as may be named by the board of directors. An

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executive vice president shall also perform the duties otherwise assigned to him by the board of directors.

30.Secretary. The secretary shall keep the minutes of all meetings of the shareholders and of the board of directors and to the extent ordered by the board of directors or the president shall keep the minutes of meetings of all committees of the board. He shall cause notice to be given of meetings of the shareholders of the board of directors and of any committee appointed by the board. He shall have general charge of the records, documents and papers of the corporation. He shall perform such other duties as may be prescribed from time to time by the board of directors. He shall be sworn to the faithful discharge of his duties.

31.Assistant Secretaries. The assistant secretaries in the order of their seniority shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties as the director or board of directors shall prescribe.

32.Treasurer. The treasurer shall, subject to the direction of the vice president of finance, if the vice president of finance is not also the treasurer of the corporation, have general custody of all of the funds and securities of the corporation and have general supervision of the collection and disbursement of funds of the corporation. He shall endorse on behalf of the corporation for collection checks, notes and other obligations and shall deposit the same to the credit of the corporation in such bank or banks or depositaries as the board of directors may designate. He may sign with the president or such other person or persons as may be designated for the purpose by the board of directors all bills of exchange or promissory notes of the corporation. He shall enter or cause to be entered regularly and systematically on the books of the corporation a full and accurate account of all monies received and paid by him on account of the corporation. He shall render to the president and the board of directors at their regular meetings or whenever it may be required an account of all his transactions as treasurer and of the financial condition of the corporation. He shall perform such other duties as may be prescribed from time to time by the board of directors.

33.Assistant Treasurer. The assistant treasurers in the order of their seniority will, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer and shall perform such other duties as the board of directors shall prescribe.

34.Any officer of the corporation may resign at any time by giving written notice to the chairman of the board, the president or the secretary. Such resignation shall take effect at the time specified therein; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

35.In case of the absence of any officer of the corporation, or for any other reason that the board of directors may deem sufficient, the board may delegate for the time being the powers and duties, or any of them, of such officer to any other officer or to any director, provided a majority of the entire board of directors concurs therein.

36.The salaries of officers shall be fixed from time to time by the board of directors or the executive committee. The board of directors or the executive committee may

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authorize and empower the president or any vice president of the corporation designated by the board of directors or by the executive committee to fix the salaries of all officers of the corporation who are not directors of the corporation. No officer shall be prevented from receiving a salary by reason of the fact that he is also a director of the corporation.

CAPITAL STOCK

37.Certificates for shares of the capital stock of the corporation shall be in such forms as shall be approved by the board of directors. Each shareholder shall be entitled to a certificate representing his shares of stock, signed by the president or a vice president and also by the secretary or an assistant secretary, or by the treasurer or an assistant treasurer; provided, however, that where a certificate is countersigned by a transfer agent or an assistant transfer agent or by a transfer clerk acting on behalf of the corporation and registered by a registrar, the signatures of said officers on such certificates for shares may be facsimiles.

38.The shares of stock of the corporation shall be transferable upon its books only by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon such transfer the old stock certificates shall be surrendered to the corporation by the delivery thereof to the person in charge of the stock and transfer books and ledgers, or to such other person as the board of directors may designate, by whom they shall be cancelled, and new certificates for shares shall thereupon be issued for the shares so transferred to the person entitled thereto. A record shall be made of each transfer, and whenever a transfer shall be-made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer.

39.The board of directors may declare lawful dividends as and when it deems expedient. Before declaring any dividend, there may be reserved out of the: accumulated profits such sum or sums as the board of directors from time to time, in its discretion, thinks proper for working capital or as a reserve fund to meet contingencies or for equalizing dividends, or for such other purposes as the board of directors shall think conducive to the interests of the corporation.

40.Any person claiming a certificate for shares to be lost or destroyed shall make an affidavit for affirmation of that fact and, if requested to do so by the board of directors of the corporation, shall advertise such fact in such manner as the board of directors may require, and shall give to the corporation and its transfer agent and registrar, if any, a bond of indemnity in open penalty as to amount or in such other sum as the board of directors may direct, but not less than double the value of stock represented by such certificate for shares, in form satisfactory to the board of directors, and to the transfer agent and registrar of the corporation, if any, and with or without such sureties as the board of directors with the approval of the transfer agent and registrar, if any, may prescribe; whereupon the president or a vice president, and the treasurer or an assistant treasurer, or the secretary or an assistant secretary may cause to be issued a new certificate for shares of the same tenor and for the same number of shares as the one alleged to have been lost or destroyed. The issuance of such new certificate for shares shall be under the control of the board of directors.

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41.The board of directors may make such rules and regulations as it may deem expedient concerning the issuance, transfer and registration of certificates for shares of capital stock of the corporation. It may appoint one or more transfer agents and/or registrars of transfers, and may require all certificates for shares to bear the signature of either or both.

Each and every person accepting from the corporation certificates for shares therein shall furnish or cause to be furnished to the corporation a written statement of his or her residence, post office address and social security number or other identification number and, in the event of changing such residence, shall advise the corporation of such new address.

42.The board of directors shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof, and accordingly, shall not be bound to recognize any equitable or other claim to, or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by law.

BOOKS OF ACCOUNT

43.The corporation shall keep appropriate and complete books of accounts. Every shareholder and every holder of a voting trust certificate shall have a sight to examine in person or by agent or attorney, at any reasonable time or times, for any proper purpose and at the place or places where usually kept or such other place as a court of competent jurisdiction may order, the share register, looks-of account and records of the proceedings of the shareholders and directors and to make extracts therefrom.

TRANSFER OF CORPORATE ASSETS

44.The corporation may by action taken at any meeting of its board of directors sell, lease, exchange or otherwise dispose of all or substantially all of its property and assets, including its good will, upon such terms and conditions and for such considerations, which may be money, shares, bonds or other instruments for the payment pf money or other property, as the board of directors deems expedient when authorized by a vote of the holders of shares entitling them to exercise at least two-thirds of the voting power on such proposal. A notice of any such meeting or meetings shall be given to all shareholders of record, whether or not they shall be entitled to vote thereat.

REDUCTION OF STATED CAPITAL

45.The stated capital of this corporation may be reduced or outstanding shares of the corporation may be redeemed in accordance with the laws of the State of Minnesota.

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CONSOLIDATION OR MERGER

46.This corporation may merge with any other corporation or corporations or may consolidate with another corporation into a new corporation; provided, however, that such consolidation or merger shall conform to the laws of the State of Minnesota.

COMPROMISE ARRANGEMENTS AND REORGANIZATION

47.This corporation shall have the power to effect compromise arrangements with its creditors or any class of them and its shareholders or any class of them, and any reorganization as permitted by the laws of the state of Minnesota.

WAIVER

48.Whenever any notice is required to be given to any shareholder or director of the corporation under the provisions of the articles of incorporation or under the provisions of the Minnesota Business Corporations Act, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

AMENDMENTS

49.These bylaws may be altered or amended by the shareholders not inconsistent with the law or the articles of incorporation; provided that, if the articles of incorporation permit, the board of directors may alter the bylaws, subject to the power of the shareholders to change or repeal such bylaws. The board of directors shall not make or alter any bylaw fixing their number, qualifications, classifications or term of office, except the board may make or alter any bylaw increasing their number. The first board of directors without authority in the articles shall adopt bylaws which shall remain effective until and except as legally amended.

INDEMNIFICATION

50.To the full extent permitted by Minnesota Statutes, as amended from time to time, or by other provisions of law, each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, wherever brought, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer of the corporation, or he is or was serving at the specific request of the Board of Directors of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified by the corporation against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, provided, however, that the indemnification with respect to a person who is or was serving as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall apply only to the extent such person is not indemnified by such other corporation, partnership, joint venture, trust or other enterprise. The indemnification provided by this section shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such

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person and shall apply whether or not the claim against such person arises out of matters occurring before the adoption of this section.

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EX-3.15

Exhibit 3.15

ARTICLES OF INCORPORATION
OF
EMPI CORP.

The undersigned individual, being of full age, for the purpose of forming a corporation under and pursuant to Chapter 302A of the Minnesota Statutes, as amended, hereby adopts the following Articles of Incorporation:

ARTICLE 1 - NAME

1.1)The name of the corporation shall be Empi Corp.

ARTICLE 2 - REGISTERED OFFICE

2.1)The registered office of the corporation is located at 599 Cardigan Road, St. Paul, Minnesota 55126-3965.

ARTICLE 3 CAPITAL STOCK

3.1)Authorized Shares: Establishment of Classes and Series. The aggregate number of shares the corporation has authority to issue shall be 50,000 shares, which shall have a par value of $.01 per share solely for the purpose of a statute or regulation imposing a tax or fee based upon the capitalization of the corporation.

3.2)Issuance of Shares. The Board of Directors of the corporation is authorized from time to time to accept subscriptions for, issue, sell and deliver shares of any class or series of the corporation to such persons, at such times and upon such terms and conditions as the Board shall determine, valuing all nonmonetary consideration and establishing a price in money or other consideration, or a minimum price, or a general formula or method by which the price will be determined.

3.3)Issuance of Rights to Purchase Shares. The Board of Directors is further authorized from time to time to grant and issue rights to subscribe for, purchase, exchange securities for, or convert securities into, shares of the corporation of any class or series, and to fix the terms, provisions and conditions of such rights, including the exchange or conversion basis or the price at which such shares may be purchased or subscribed for.

ARTICLE 4 - RIGHTS OF SHAREHOLDERS

4.1)No Preemptive Rights. No shares of any class or series of the corporation shall entitle the holders to any preemptive rights to subscribe for or purchase additional shares of that class or series or any other class or series of the corporation now or hereafter authorized or issued.

4.2)No Cumulative Voting Rights. There shall be no cumulative voting by the shareholders of the corporation.

ARTICLE 5 - WRITTEN ACTION BY DIRECTORS

5.1)Any action required or permitted to be taken at a Board meeting may be taken by written action signed by all of the directors or, in cases where the action need not be approved by the shareholders, by written action signed by the number of directors that would be required to take the same action at a meeting of the Board at which all directors were present.

ARTICLE 6 - MERGER. EXCHANGE. SALE OF ASSETS AND DISSOLUTION

6.1)Where approval of shareholders is required by law, the affirmative vote of the holders of at least a majority of the voting power of all shares entitled to vote shall be required to authorize the corporation (i) to merge into or with one or more other corporations, (ii) to exchange its shares for shares of one or more other corporations, (iii) to sell, lease, transfer or otherwise dispose of all or substantially all of its property and assets, including its good will, or (iv) to commence voluntary dissolution.

ARTICLE 7 - AMENDMENT OF ARTICLES OF INCORPORATION

7.1)Where approval of shareholders is required by law, after the issuance of shares by the corporation, any provision contained in these Articles of Incorporation may be amended, altered, changed or repealed by the affirmative vote of the holders of at least a majority of the voting power of all shares entitled to vote or such greater percentage as may be otherwise prescribed by the laws of the State of Minnesota.

ARTICLE 8 - LIMITATION OF DIRECTOR LIABILITY

8.1)To the fullest extent permitted by Chapter 302A, Minnesota Statutes, as the same exists or may hereafter be amended, a director of this corporation shall not be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director.

ARTICLE 9 - INCORPORATOR

9.1)The name and mailing address of the incorporator are as follows:

Thomas R. King
1100 International Centre
900 Second Avenue South
Minneapolis, Minnesota 55402

IN WITNESS WHEREOF, the undersigned incorporator has hereunto set his hand this 12th day of March, 1999.

/s/ Thomas R. King

Thomas R. King, Incorporator

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EX-3.16

Exhibit 3.16

BYLAWS
OF
EMPI CORP.

ARTICLE 1 - OFFICES

1.1)          Offices. The address of the registered office of the corporation shall be designated in the Articles of Incorporation, as amended from time to time. The principal executive office of the corporation shall initially be located at 599 Cardigan Road, St. Paul, Minnesota 55126-3965, and the corporation may have offices at such other places within or without the State of Minnesota as the Board of Directors shall from time to time determine or the business of the corporation requires.

ARTICLE 2 - MEETINGS OF SHAREHOLDERS

2.1)          Regular Meetings. Regular meetings of the shareholders of the corporation entitled to vote shall be held on an annual or other less frequent basis as shall be determined by the Board of Directors or by the chief executive officer; provided, that if a regular meeting has not been held during the immediately preceding 15 months, a shareholder or shareholders holding three percent (3%) or more of the voting power of all shares entitled to vote may demand a regular meeting of shareholders by written notice of demand given to the chief executive officer or chief financial officer of the corporation. At each regular meeting, the shareholders, voting as provided in the Articles of Incorporation and these Bylaws, shall elect qualified successors for directors who serve for an indefinite term or for directors whose terms have expired or are due to expire within six months after the date of the meeting, and shall transact such other business as shall come before the meeting. No meeting shall be considered a regular meeting unless specifically designated as such in the notice of meeting or unless all the shareholders entitled to vote are present in person or by proxy and none of them objects to such designation.

2.2)          Special Meetings. Special meetings of the shareholders entitled to vote may be called at any time by the Chairman of the Board, the chief executive officer, the chief financial officer, two or more directors, or a shareholder or shareholders holding ten percent (10%) or more of the voting power of all shares entitled to vote who shall demand such special meeting by giving written notice of demand to the chief executive officer or the chief financial officer specifying the purposes of the meeting.

2.3)          Meetings Held Upon Shareholder Demand. Within thirty (30) days after receipt by the chief executive officer or the chief financial officer of a demand from any shareholder or shareholders entitled to call a regular or special meeting of shareholders, the Board of Directors shall cause such meeting to be called and held on notice no later than ninety (90) days after receipt of such demand. If the Board of Directors fails to cause such a meeting to be called and held, the shareholder or shareholders making the demand may call the meeting by giving notice as provided in Section 2.5 hereof at the expense of the corporation.

2.4)          Place of Meetings. Meetings of the shareholders shall be held at the principal executive office of the corporation or at such other place, within or without the State of Minnesota, as is designated by the Board of Directors, except that a regular meeting called by or at the demand of a shareholder shall be held in the county where the principal executive office of the corporation is located.

2.5)          Notice of Meetings. Except as otherwise specified in Section 2.6 or required by law, a written notice setting out the place, date and hour of any regular or special meeting shall be given to each holder of shares entitled to vote not less than two days nor more than sixty days prior to the date of the meeting; provided, that notice of a meeting at which there is to be considered a proposal (i) to dispose of all, or substantially all, of the property and assets of the corporation or (ii) to dissolve the corporation shall be given to all shareholders of record, whether or not entitled to vote; and provided further, that notice of a meeting at which there is to be considered a proposal to adopt a plan of merger or exchange shall be given to all shareholders of record, whether or not entitled to vote, at least fourteen (14) days prior thereto. Notice of any special meeting shall state the purpose or purposes of the proposed meeting, and the business transacted at all special meetings shall be confined to the purposes stated in the notice.

2.6)          Waiver of Notice. A shareholder may waive notice of any meeting before, at or after the meeting, in writing, orally or by attendance. Attendance at a meeting by a shareholder is a waiver of notice of that meeting unless the shareholder objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened, or objects before a vote on an item of business because the item may not be lawfully considered at such meeting and does not participate in the consideration of the item at such meeting.

2.7)          Quorum and Adjourned Meeting. The holders of a majority of the voting power of the shares entitled to vote at a meeting, represented either in person or by proxy, shall constitute a quorum for the transaction of business at any regular or special meeting of shareholders. If a quorum is present when a duly called or held meeting is convened, the shareholders present may continue to transact business until adjournment, even though the withdrawal of a number of shareholders originally present leaves less than the proportion or number otherwise required for a quorum. In case a quorum is not present at any meeting, those present shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite number of shares entitled to vote shall be represented. At such adjourned meeting at which the required amount of shares entitled to vote shall be represented, any business may be transacted which might have been transacted at the original meeting.

2.8)          Voting. At each meeting of the shareholders, every shareholder having the right to vote shall be entitled to vote in person or by proxy duly appointed by an instrument in writing subscribed by such shareholder. Each shareholder shall have one (1) vote for each share having voting power standing in each shareholder’s name on the books of the corporation except as may be otherwise provided in the terms of the share or as may be required to provide for cumulative voting (if not denied by the Articles). Upon the demand of any shareholder, the vote for directors or the vote upon any question before the meeting shall be by ballot. All elections shall be determined and all questions decided by a majority vote of the number of shares entitled to vote and represented at any meeting at which there is a quorum except in such cases as shall otherwise be required by statute or the Articles of Incorporation.

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2.9)          Order of Business. The suggested order of business at any regular meeting and, to the extent appropriate, at all other meetings of the shareholders shall, unless modified by the presiding chairman, be:

a)Call of roll;

b)Proof of due notice of meeting or waiver of notice;

c)Determination of existence of quorum;

d)Reading and disposal of any unapproved minutes;

e)Reports of officers and committees;

f)Election of directors;

g)Unfinished business;

h)New business; and

i)Adjournment.

ARTICLE 3 - DIRECTORS

3.1)          General Powers. Except as authorized by the shareholders pursuant to a shareholder control agreement or unanimous affirmative vote, the business and affairs of the corporation shall be managed by or under the direction of a Board of Directors.

3.2)          Number, Term and Qualifications. The Board of Directors shall consist of one or more members. At each regular meeting, the shareholders shall determine the number of directors; provided, that between regular meetings the authorized number of directors may be increased or decreased by the shareholders or increased by the Board of Directors. Each director shall serve for an indefinite term that expires at the next regular meeting of shareholders, and until such director’s successor is elected and qualified, or until such director’s earlier death, resignation, disqualification, or removal as provided by statute, unless a director is elected for a fixed term, not to exceed five years, as set by the shareholders at the time of election of such director, in which case such director shall serve for the term for which the director was elected, until the director’s successor is elected and qualified, or until the director’s earlier death, resignation, disqualification, or removal as provided by statute.

3.3)          Vacancies. Vacancies on the Board of Directors may be filled by the affirmative vote of a majority of the remaining members of the Board, though less than a quorum; provided, that newly created directorships resulting from an increase in the authorized number of directors shall be filled by the affirmative vote of two-thirds (2/3) of the directors serving at the time of such increase. Persons so elected shall be directors until their successors are elected by the shareholders, who may make such election at the next regular or special meeting at which the terms of persons so elected expire, and until their successors shall be elected and qualify.

3.4)          Quorum and Voting. A majority of the directors currently holding office shall constitute a quorum for the transaction of business. In the absence of a quorum, a majority of the directors present may adjourn a meeting from time to time until a quorum is present. Except as otherwise required by law, the Articles of Incorporation, or by these bylaws, the acts of a majority of the directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors.

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3.5)          Board Meetings: Place and Notice. Meetings of the Board of Directors may be held from time to time at any place within or without the State of Minnesota that the Board of Directors may designate. In the absence of designation by the Board of Directors, Board meetings shall be held at the principal executive office of the corporation, except as may be otherwise unanimously agreed orally, or in writing, or by attendance. Any director may call a Board meeting by giving two days’ notice to all directors of the date and time of the meeting. The notice need not state the purpose of the meeting, and may be given by mail, telephone, telegram, or in person. If a meeting schedule is adopted by the Board, or if the date and time of a Board meeting has been announced at a previous meeting, no notice is required.

3.6)          Waiver of Notice. A director may waive notice of any meeting before, at or after the meeting, in writing, orally or by attendance. Attendance at a meeting by a director is a waiver of notice of that meeting unless the director objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and does not participate thereafter in the meeting.

3.7)          Compensation. Each director shall receive such compensation as may be fixed by the whole Board of Directors, either generally or in specific cases for services as a director, including services as a member of any committee of which any director may be a member. In addition, each director shall be entitled to be reimbursed by the corporation for the director’s expenses incurred in attending meetings of the Board of Directors or of any committee of which the director is a member. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation for such services from the corporation; provided, however, that any person who is receiving a stated compensation as an officer of the corporation for services as such officer shall not receive any additional compensation for services as a director during such period. A director entitled to receive compensation for services as a director, who shall serve for only a portion of a year, shall be entitled to receive only that portion of such compensation which the period of service during the year bears to the entire year. The compensation of directors, if any, shall be paid at any time and in such installments as the Board of Directors may determine.

3.8)          Committees. The Board of Directors may, by resolution approved by unanimous vote of the entire Board, designate two or more of their number to constitute an executive committee, which, to the extent determined by unanimous affirmative action of the entire board, shall have and exercise the authority of the Board in the management of the business of the corporation. Such executive committee shall act only in the interval between meetings of the Board and shall be subject at all times to the control and direction of the Board. The Board of Directors by a majority vote may also appoint from among its own members such other committees as the Board may determine, which shall in each case consist of not less than two directors and will have such powers and duties as shall from time to time be prescribed by the Board; such committees may appoint from among the employees of the corporation, or from the employees of its parent corporation, such ex-officio members as they deem appropriate.

3.9)          Removal. Directors may be removed only for cause by vote of the shareholders or for cause by vote of a majority of the entire Board of Directors. No amendment to these Bylaws shall alter, change or repeal this Section 3.10 unless the amendment effecting such alternation, change or repeal shall receive the affirmative vote of the holders pf two-thirds (2/3) of all shares

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of stock of the corporation entitled to vote on all matters that may come before each meeting of shareholders.

3.10)        Order of Business. The suggested order of business at any meeting of the Board of Directors shall, to the extent appropriate and unless modified by the presiding chairman, be:

a)Roll call;

b)Proof of due notice of meeting or waiver of notice, or unanimous presence and declaration by presiding chairman;

c)Determination of existence of quorum;

d)Reading and disposal of any unapproved minutes;

e)Reports of officers and committees;

f)Election of officers;

g)Unfinished business;

h)New business; and

i)Adjournment.

ARTICLE 4 - OFFICERS

4.1)          Number and Designation. The corporation shall have one or more natural persons exercising the functions of the offices of chief executive officer and chief financial officer. The Board of Directors may elect or appoint such other officers or agents as it deems necessary for the operation and management of the corporation including, but not limited to, a Chairman of the Board, a President, one or more Vice Presidents, a Secretary and a Treasurer and such other officers as the directors may designate from time to time, each of whom shall have the powers, rights, duties and responsibilities set forth in these Bylaws unless otherwise determined by the Board. Any of the offices or functions of those offices may be held by the same person except president and vice president.

4.2)          Election, Term of Office and Qualification. The officers shall be elected annually by the Board of Directors at their annual meetings held after each annual meeting of shareholders. Each officer shall hold office until the officer^’s successor shall been duly elected and shall have qualified or until the officer’s death, resignation or removal as provided in these Bylaws.

4.3)          Resignation. Any officer may resign at any time by giving written notice to the Chairman of the Board, the President or the Secretary. The resignation is effective when notice is given, unless a later date is specified in the notice, and acceptance of the resignation shall not be necessary to make it effective.

4.4)          Vacancies in Office. If there is a vacancy in any office of the corporation, by reason of death, resignation, removal or otherwise, such vacancy may, or in the case of a vacancy in the office of chief executive officer or chief financial officer shall, be filled for the unexpired term by the affirmative vote of a majority of the whole Board of Directors.

4.5)          Chief Executive Officer. Unless provided otherwise by a resolution adopted by the Board of Directors, the chief executive officer (a) shall have general active management of

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the business of the corporation; (b) shall, when present and in the absence of the Chairman of the Board, preside at all meetings of the shareholders and Board of Directors; (c) shall see that all orders and resolutions of the Board are carried into effect; (d) shall sign and deliver in the name of the corporation any deeds, mortgages, bonds, contracts or other instruments pertaining to the business of the corporation, except in cases in which the authority to sign and deliver is required by law to be exercised by another person or is expressly delegated by the Articles, these Bylaws or the Board to some other officer or agent of the corporation; (e) may maintain records of and certify proceedings of the Board and shareholders; and (f) shall perform such other duties as may from time to time be assigned to the chief executive officer by the Board.

4.6)          Chief Financial Officer. Unless provided otherwise by a resolution adopted by the Board of Directors, the chief financial officer (a) shall keep accurate financial records for the corporation; (b) shall deposit all monies, drafts and checks in the name of and to the credit of the corporation in such banks and depositories as the Board of Directors shall designate from time to time; (c) shall endorse for deposit all notes, checks and drafts received by the corporation as ordered by the Board, making proper vouchers therefor; (d) shall disburse corporate funds and issue checks and drafts in the name of the corporation, as ordered by the Board; (e) shall render to the chief executive officer and the Board of Directors, whenever requested, an account of all transactions undertaken as chief financial officer and of the financial condition of the corporation; and (f) shall perform such other duties as may be prescribed by the Board of Directors or the chief executive officer from time to time.

4.7)          Chairman of the Board. There is no requirement that a chairman of the Board of Directors be elected by the Board. If a chairman is elected, the chairman shall serve at the option of the Board or until a successor is elected, and shall preside at all meetings of the Board, and shall exercise such other powers as the Board of Directors may from time to time direct. The chairman shall not be considered an officer of the corporation. In the event that for any reason a chairman is not elected, meetings of the Board shall be presided over by an officer of the corporation who also serves as a Board member.

4.8)          President. In the absence of the chairman of the Board, the President shall preside at all meetings of the shareholders, and if so directed by the Board, at meetings of the Board of Directors and executive committee; the President shall have power to appoint and discharge employees and agents of the corporation and fix their compensation; when authorized by the Board of Directors, the President shall make and sign contracts and agreements in the name of and on behalf of the corporation; while the Board of Directors or the executive committee is not in session, the President shall be the chief executive and administrative officer of the corporation and shall have general management and control of the business and affairs of the corporation; and the President shall generally do and perform all acts incident to the office of President, or which are authorized or required by law.

4.9)          Vice President. Each Vice President shall have such designations and such powers and shall perform such duties as may be assigned by the Board of Directors. The Board of Directors may designate one or more of such Vice Presidents to be an executive vice president, and in the event of such designation the duties of the office of the President, in case of the absence or disability of the President and the absence or disability of the Chairman of the Board, shall be performed by the Executive Vice President, or if there be more than one Executive Vice

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President, by such Executive Vice President as may be named by the Board of Directors. An Executive Vice President shall also perform the duties otherwise assigned by the Board of Directors.

4.10)        Secretary. The Secretary shall keep the minutes of all meetings of the shareholders and of the Board of Directors and to the extent ordered by the Board of Directors or the President shall keep the minutes of meetings of all committees of the Board. The Secretary shall cause notice to be given of meetings of the shareholders or the Board of Directors and of any committee appointed by the Board. The Secretary shall have general charge of the records, documents and papers of the corporation. The Secretary shall perform such other duties as may be prescribed from time to time by the Board of Directors. The Secretary shall be sworn to the faithful discharge of the Secretary’s duties.

4.11)        Assistant Secretaries. The Assistant Secretaries in the order of their seniority shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties as the Board of Directors shall prescribe.

4.12)        Treasurer. The Treasurer shall, subject to the direction of the Vice President of Finance, if the Vice President of Finance is not also the Treasurer of the corporation, have general custody of all of the funds and securities of the corporation and have general supervision of the collection and disbursement of funds of the corporation. The Treasurer shall endorse on behalf of the corporation for collection checks, notes and other obligations and shall deposit the same to the credit of the corporation in such bank or banks or depositaries as the Board of Directors may designate. The Treasurer may sign with the President or such other person or persons as may be designated for the purpose by the Board of Directors all bills of exchange or promissory notes of the corporation. The Treasurer shall enter or cause to be entered regularly and systematically on the books of the corporation a full and accurate account of all monies received and paid by the Treasurer on account of the corporation. The Treasurer shall render to the President and the Board of Directors at their regular meetings or whenever it may be required an account of all the Treasurer^’s transactions and of the financial condition of the corporation. The Treasurer shall perform such other duties as may be prescribed from time to time by the Board of Directors.

4.13)        Assistant Treasurer. The Assistant Treasurers in the order of their seniority will, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties as the Board of Directors shall prescribe.

4.14)        Salaries. The salaries of officers shall be fixed from time to time by the Board of Directors or the executive committee. The Board of Directors or the executive committee may authorize and empower the President or any Vice President of the corporation designated by the Board of Directors or by the executive committee to fix the salaries of all officers of the corporation who are not directors of the corporation. No officer shall be prevented from receiving a salary by reason of the fact that the officer is also a director of the corporation.

4.15)        Delegation. Unless prohibited by a resolution approved by the affirmative vote of a majority of the directors present, an officer elected or appointed by the Board may delegate in writing some or all of the duties and powers of such officer to other persons.

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ARTICLE 5 - INDEMNIFICATION

5.1)          Indemnification. To the full extent permitted by Minnesota Statutes, as amended from time to time, or by other provisions of law, each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, wherever brought, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was a director or officer of the corporation, or the person is or was serving at the specific request of the Board of Directors of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified by the corporation against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding; provided, however, that the indemnification with respect to a person who is or was serving as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall apply only to the extent such person is not indemnified by such other corporation, partnership, joint venture, trust or other enterprise. The indemnification provided by this section shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person and shall apply whether or not the claim against such person arises out of matters occurring before the adoption of this Section 5.1.

ARTICLE 6 - SHARES AND THEIR TRANSFER

6.1)          Certificate of Stock. Every owner of stock of the corporation shall be entitled to a certificate, in such form as the Board of Directors may prescribe, certifying the number of shares of stock of the corporation owned by such shareholder. The certificates for such stock shall be numbered (separately for each class) in the order in which they are issued and shall, unless otherwise determined by the Board, be signed by the chief executive officer, the chief financial officer, or any other officer of the corporation. A signature upon a certificate may be a facsimile. Certificates on which a facsimile signature of a former officer, transfer agent or registrar appears may be issued with the same effect as if such person were such officer, transfer agent or registrar on the date of issue.

6.2)          Stock Record. As used in these Bylaws, the term “shareholder” shall mean the person, firm or corporation in whose name outstanding shares of capital stock of the corporation are currently registered on the stock record books of the corporation. The corporation shall keep, at its principal executive office or at another place or places within the United States determined by the Board, a share register not more than one year old containing the names and addresses of the shareholders and the number and classes of shares held by each shareholder. The corporation shall also keep at its principal executive office or at another place or places within the United States determined by the Board, a record of the dates on which certificates representing shares were issued. Every certificate surrendered to the corporation for exchange or transfer shall be cancelled and no new certificate or certificates shall be issued in exchange for any existing certificate until such existing certificate shall have been so cancelled (except as provided for in Section 6.4 of this Article 6).

6.3)          Transfer of Shares. Transfer of shares on the books of the corporation may be authorized only by the shareholder named in the certificate (or the shareholder’s legal

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representative or duly authorized attorney-in-fact) and upon surrender for cancellation of the certificate or certificates for such shares. The shareholder in whose name shares of stock stand on the books of the corporation shall be deemed the owner thereof for all purposes as regards the corporation; provided, that when any transfer of shares shall be made as collateral security and not absolutely, such fact, if known to the corporation or to the transfer agent, shall be so expressed in the entry of transfer; and provided, further, that the Board of Directors may establish a procedure whereby a shareholder may certify that all or a portion of the shares registered in the name of the shareholder are held for the account of one or more beneficial owners.

6.4)          Lost Certificate. Any shareholder claiming a certificate of stock to be lost or destroyed shall make an affidavit or affirmation of that fact in such form as the Board of Directors may require, and shall, if the directors so require, give the corporation a bond of indemnity in form and with one or more sureties satisfactory to the Board of at least double the value, as determined by the Board, of the stock represented by such certificate in order to indemnify the corporation against any claim that may be made against it on account of the alleged loss or destruction of such certificate, whereupon a new certificate may be issued in the same tenor and for the same number of shares as the one alleged to have been destroyed or lost.

ARTICLE 7 - GENERAL PROVISIONS

7.1)          Record Dates. In order to determine the shareholders entitled to notice of and to vote at a meeting, or entitled to receive payment of a dividend or other distribution, the Board of Directors may fix a record date which shall not be more than sixty (60) days preceding the date of such meeting or distribution. In the absence of action by the Board, the record date for determining shareholders entitled to notice of and to vote at a meeting shall be at the close of business on the day preceding the day on which notice is given, and the record date for determining shareholders entitled to receive a distribution shall be at the close of business on the day on which the Board of Directors authorizes such distribution.

7.2)          Distributions; Acquisitions of Shares. Subject to the provisions of law, the Board of Directors may declare lawful dividends as and when it deems expedient. Before declaring any dividend, there may be reserved out of the accumulated profits such sum or sums as the Board of Directors from time to time, in its discretion, thinks proper for working capital or as a reserve fund to meet contingencies or for equalizing dividends, or for such other purposes as the Board of Directors shall think conducive to the interests of the corporation.

7.3)          Fiscal Year. The fiscal year of the corporation shall be established by the Board of Directors.

7.4)          Seal. The corporation shall have such corporate seal or no corporate seal as the Board of Directors shall from time to time determine.

7.5)          Securities of Other Corporations.

a)             Voting Securities Held by the Corporation. Unless otherwise ordered by the Board of Directors, the chief executive officer shall have full power and authority on behalf

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of the corporation (i) to attend and to vote at any meeting of security holders of other companies in which the corporation may hold securities; (ii) to execute any proxy for such meeting on behalf of the corporation; and (iii) to execute a written action in lieu of a meeting of such other company on behalf of this corporation. At such meeting, by such proxy or by such writing in lieu of meeting, the chief executive officer shall possess and may exercise any and all rights and powers incident to the ownership of such securities that the corporation might have possessed and exercised if it had been present. The Board of Directors may from time to time confer like powers upon any other person or persons.

b)            Purchase and Sale of Securities. Unless otherwise ordered by the Board of Directors, the chief executive officer shall have full power and authority on behalf of the corporation to purchase, sell, transfer or encumber securities of any other company owned by the corporation which represent not more than 10% of the outstanding securities of such issue, and may execute and deliver such documents as may be necessary to effectuate such purchase, sale, transfer or encumbrance. The Board of Directors may from time to time confer like powers upon any other person or persons.

ARTICLE 8 - MEETINGS

8.1)          Telephone Meetings and Participation. A conference among shareholders or directors or committee members by any means of communication through which the participants may simultaneously hear each other during the conference constitutes a shareholder, Board or Committee meeting, respectively, if the same notice is given of the conference as would be required for such meeting, and if the number of participants in the conference would be sufficient to constitute a quorum at such meeting. Participation in a meeting by that means constitutes presence in person at the meeting. A shareholder, director or committee member may participate in a meeting not heretofore described in this paragraph, by any means of communication through which such shareholder, director or committee member and others participating by similar means of communication, and all participants physically present at the meeting, may simultaneously hear each other during the meeting. Participation in a meeting by that means constitutes presence in person at the meeting.

8.2)          Authorization Without Meeting

. Any action of the shareholders, the Board of Directors, or any committee of the corporation which may be taken at a meeting thereof, may be taken without a meeting if authorized by a writing signed by all of the holders of shares who would be entitled to vote on such action, by all of the directors (unless less than unanimous action is permitted by the Articles of Incorporation), or by all of the members of such committee, as the case may be.

ARTICLE 9 - AMENDMENTS OF BYLAWS

9.1)          Amendments. Unless the Articles of Incorporation or specific provisions of these Bylaws provide otherwise, these Bylaws may be altered, amended, added to or repealed by the affirmative vote of a majority of the members of the Board of Directors. The Board of Directors shall not make or alter any bylaw fixing their number, qualifications, classifications or terms of office, except the Board may make or alter any bylaw increasing their number. Such authority in the Board of Directors is subject to the power of the shareholders to change or repeal such

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Bylaws, and subject to any other limitations on such authority of the Board provided by the Minnesota Business Corporation Act.

The undersigned, Thomas R. King, Secretary of the corporation, hereby certifies that the foregoing Bylaws were duly adopted as the Bylaws of the corporation by its Board of Directors on April 1, 1999.

  /s/ Thomas R. King

Thomas R. King, Secretary

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EX-3.17

Exhibit 3.17

ARTICLES OF ORGANIZATION

OF

EMPI SALES LLC

The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Minnesota (particularly Chapter 322B, of the Minnesota Limited Liability Company Act and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the “Minnesota Act”), hereby certifies that:

FIRST:  The name of the limited liability company is Empi Sales LLC (hereinafter called the “limited liability company”).

SECOND:  The name of the registered agent and the address of the registered office of the limited liability company required to be maintained by Section 322B.13 of the Minnesota Act is CT Corporation System, 405 Second Avenue South, c/o CT Corporation System, Inc., Minneapolis, MN 55401.

THIRD:  The limited liability company will be managed by governors. The number of governors constituting the initial governors of the limited liability company shall be three, and the names and addresses of the initial governors are:

NAME	ADDRESS
Kenneth W. Davidson	9800 Metric Boulevard, Austin, TX 78758
Harry L. Zimmerman	9800 Metric Boulevard, Austin, TX 78758
William W. Burke	9800 Metric Boulevard, Austin, TX 78758

FOURTH:  The name and address of the organizer is:

NAME	ADDRESS
Harry L. Zimmerman	9800 Metric Boulevard, Austin, TX 78758

FIFTH:  This Certificate shall be effective as of the 1^st day of January, 2007.

SIXTH:  The duration of the limited liability company shall be perpetual.

IN WITNESS WHEREOF, the undersigned has executed these Articles of Organization of Empi Sales LLC this 1^st day of January, 2007.

By:	/s/ Harry L. Zimmerman
	Harry L. Zimmerman, Organizer

EX-3.18

Exhibit 3.18

ARTICLES OF ORGANIZATION

of

COMPEX TECHNOLOGIES, LLC

Article I

The name of this Company is Compex Technologies, LLC.

Article II

The registered office of the Company is:  c/o CT Corporation System Inc., 405 Second Avenue South, Minneapolis, Minnesota 55401. The name of the registered agent of the Company is CT Corporation System, Inc.

Article III

The name and address of the organizer of this Company is as follows:

Michael A. Stanchfield

Faegre & Benson LLP

2200 Wells Fargo Center

90 South 7th Street

Minneapolis, MN 55402

The names of the first governors of the Company are:

Kenneth W. Davidson

William W. Burke

Harry L. Zimmerman

Article IV

No member of this Company shall have any cumulative voting rights.

Article V

Except as may be specifically provided in any member control agreement among the members of the Company, no member of this Company shall have any preemptive rights as provided in Section 322B.33 of the Minnesota Statutes.

Article VI

Any action required or permitted to be taken at a meeting of the Board of Governors of this Company not needing approval by the members may be taken by written action signed by the number of governors that would be required to take such action at a meeting of the Board of Governors at which all governors are present.

Article VII

No governor of this Company shall be personally liable to the Company or its members for monetary damages for breach of fiduciary duty by such governor as a governor; provided, however, that this Article shall not eliminate or limit the liability of a governor to the extent provided by applicable law (a) for any breach of the governor’s duty of loyalty to the Company or its members, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section 322B.56 or 80A.23 of the Minnesota Statutes, (d) for any transaction from which the governor derived an improper personal benefit, or (e) for any act or omission occurring prior to the effective date of this Article. No amendment to or repeal of this Article shall apply to or have any effect on the liability or alleged liability of any governor of the Company for or with respect to any acts or omissions of such governor occurring prior to such amendment or repeal.

EX-3.19

Exhibit 3.19

ARTICLES OF AMENDMENT

OF SPECTRABRACE, LTD.

Pursuant to the provisions of Chapter 271B of the Kentucky Revised Statutes, the undersigned corporation hereby amends its Articles of Incorporation, and for that purpose, submits the following statement:

1.The name of the corporation is SpectraBrace, Ltd.

2.On February 28, 2007, the corporation adopted the following amendment of its Articles of Incorporation:

ARTICLE I

Name

The name of the corporation is EmpiCare, Inc.

3.The amendment was adopted by the written consent of the sole shareholder of the corporation.

4.The effective date of the amendment will be March 1, 2007.

Date  February 28, 2007

SpectraBrace, Ltd.
By	/s/ Harry L. Zimmerman
Harry L. Zimmerman,
Executive Vice President – General Counsel

ARTICLES OF INCORPORATION OF IDF, INC.

The undersigned incorporator, Irvin D. Foley, executes these articles of incorporation for the purpose of forming and does hereby form a corporation under the laws of the Commonwealth of Kentucky in accordance with the following provisions:

ARTICLE I
Name

The name of the corporation is IDF, Inc

ARTICLE Il
Registered Office and Resident Agent

The street address of the initial registered office of the corporation in the Commonwealth of Kentucky is First Trust Centre, 200 South 5th Street, Suite 300 South, Louisville, Kentucky 40202.

The initial registered agent at the same address is Irvin D. Foley.

ARTICLE III
Principal Office

The mailing address of the principal office of the corporation is 11846 Commonwealth Drive, Louisville, Kentucky 40299.

ARTICLE IV
Capital Stock

The total number of shares which may be issued by the corporation is Two Thousand Five Hundred (2,500) Shares, which shall be common stock, without par value.

ARTICLE V
Board of Directors

The business and affairs of the corporation are to be conducted by a board of directors of not less than one (1) nor more than nine (9) members, the number to be set in the manner provided in the bylaws, provided, the initial board of directors of the corporation shall

consist of four (4) persons who shall serve until the first annual meeting of shareholders and until their successors are elected and qualified, and provided further, that at no time shall the number of directors be less than one (l) nor more than nine (9) without amendment to this article.

ARTICLE VI
By-Laws

The initial By-Laws shall be adopted by the incorporator. The Board of Directors may alter, amend or rescind the By-Laws, subject to the rights of the Shareholders to repeal or modify such actions.

ARTICLE VII
Incorporator

The name and address of the incorporator is Irvin D. Foley, First Trust Centre, Suite 300 South, Louisville, Kentucky 40202.

Executed by the incorporator this 21 day of March, 1997.

/s/ Irvin D. Foley

Irvin D. Foley, Incorporator

THIS INSTRUMENT PREPARED BY:

David W. Gray
First Trust Centre
200 South Fifth Street, Suite 300
Louisville, Kentucky 40202

ARTICLES OF MERGER OF
SPECTRABRACE, LLC
INTO
IDF, INC.

Pursuant to KRS 271B.11-080 the following Articles of Merger signed April 29, 1997, but to be effective May 1, 1997, are adopted and made by IDF, Inc., a Kentucky corporation having its registered office at First Trust Centre, 200 South Fifth Street, Louisville, Kentucky 40202, and SpectraBrace, LLC, a Kentucky limited liability company having its registered office at First Trust Centre, 200 South Fifth Street, Louisville, Kentucky 40202:

(A)The Plan of Merger attached hereto as Exhibit “A” and incorporated Martin by reference was approved by the members of SpectraBrace, LLC, and the shareholders of IDF, Inc in the manner prescribed by the Kentucky Business Corporation Act.

(B)The name of the surviving business entity is IDF, Inc (which will be changed to “SpectraBrace, Ltd” effective with the merger)

(C)As to SpectraBrace, LLC, the number of membership units in the company and the number of votes entitled to be cast on such plan are as follows:

Number of Membership	Number of Votes
Units Outstanding	Entitled to be Cast
100,000	100,000

(D)As to SpectraBrace, LLC, the total number of votes cast for and against such plan by each member entitled to vote separately thereon are as follows:

Cast For	Cast Against
100,000	–0–

(F)As to IDF, Inc., the number of shares of common stock outstanding (the only authorized class of stock), and the number of votes entitled to be cast on such plan are as follows:

Number of Membership	Number of Votes
Units Outstanding	Entitled to be Cast
10	10

(G)As to IDF, Inc. the total number of votes cast for and against such plan are as follows:

Cast For	Cast Against
10	–0–

(H)The number of votes cast for the plan by each voting group of each constituent entity was sufficient for approval by that voting group.

Witness the signature of SpectraBrace, LLC by Thomas A. Edwards duly authorized by all members of SpectraBrace, LLC pursuant to its Operating Agreement, and of IDF, Inc by its duly authorized Vice-President, Thomas A. Edwards this 29^th day of April, 1997.

SPECTRABRACE, LLC		IDF, INC.
By:	/s/ Thomas A. Edwards	By:	/s/ Thomas A. Edwards
Thomas A Edwards, authorized member		Thomas A Edwards. Vice-President

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This instrument prepared by:

/s/ David W. Gray

David W Gray

ROTH FOLEY BRYANT & COOPER

First Trust Centre

200 South Fifth Street

Louisville, Kentucky 40202

(502) 569-7550

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PLAN OF MERGER OF
SPECTRABRACE, LLC
WITH AND INTO
IDF, INC.

THIS PLAN OF MERGER (“Plan of Merger”) dated as of April 29, 1997, adopted and made by and between IDF, Inc.., a Kentucky corporation having its registered office at First Trust Centre, 200 South Fifth Street, Suite 300 South, Louisville, Kentucky 40202 (“Acquiring Corporation”), and SpectraBrace, LLC, a Kentucky limited liability company, having its registered office at First Trust Centre, 200 South Fifth Street, Suite 300 South, Louisville. Kentucky 40202 (“Acquired Company”):

WITNESSETH;

WHEREAS, Acquiring Corporation is a corporation organized and existing under the laws of the Commonwealth of Kentucky, the authorized capital stock of which consists of two-thousand five-hundred (2,500) shares of common stock, of which at the date hereof ten (10) shares are issued and outstanding; and

WHEREAS, Acquired Company is a limited liability company organized and existing under the laws of the Commonwealth of Kentucky and at the date hereof 100,000 membership units exist: and

WHEREAS, the board of directors of IDF, Inc, Acquiring Corporation, and the members of SpectraBrace LLC, Acquired Company, deem the merger of Acquired Company with and into Acquiring Corporation, under and pursuant to the terms and conditions herein set forth, desirable and in the best interest of the respective business entities and their respective shareholders, and members, and the board of directors of Acquiring Corporation and the members of Acquired Company have adopted resolutions approving this plan of merger and directed that this plan of merger be submitted to the shareholders of the Acquiring Corporation

and to the members of the Acquired Company;

NOW THEREFORE, in consideration of the premises and of the mutual agreements herein contained, the parties hereby agree as follows:

ARTICLE I

Merger

Subject to the teams and conditions of this plan of merger, on the effective date (as defined in Article VII) Acquired Company shall be merged with and into Acquiring Corporation pursuant to the provisions of, and with the effect provided in the Kentucky Business Corporation Act (said transaction being hereinafter referred to as the “merger”). On the effective date, the separate existence of Acquired Company shall cease and Acquiring Corporation, as the surviving entity, shall continue unaffected and unimpaired by the merger (Acquiring Corporation as existing on an after the effective date being hereinafter sometimes referred to as the “Surviving Corporation”), except that the name of Surviving Corporation shall effective with the merger be changed to “SpectraBrace, Ltd.”

ARTICLE II

Articles of Incorporation and Bylaws

The articles of incorporation and the bylaws of Acquiring Corporation in effect immediately prior to the effective date shall be the articles of incorporation and the bylaws of the Surviving Corporation, in each case until amended in accordance with applicable law, except that Article I of Acquiring Corporation’s articles of incorporation shall be amended to read in its entirety as follows:

“The name of the corporation is SpectraBrace, Ltd.”

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ARTICLE III

Board of Directors

On the effective date, the Board of Directors of the Surviving Corporation shall consist of those persons serving as members of Acquired Company immediately prior to the effective date.

ARTICLE IV

Capital

The shares of capital stock of Acquiring Corporation issued and outstanding immediately prior to the effective date shall, on the effective date, continue to be issued and outstanding.

ARTICLE V

Conversion and Exchange of Shams: Fractional Share Interests

(a) On the effective date each membership unit of the Acquired Company outstanding immediately prior to the effective daze shall by virtue of the merger be converted into 0.0099 shares of the Acquiring Corporation’s common stock.

(b)On and after the effective date, each owner of membership units in the Acquired Company shall be entitled on the effective date to receive in exchange therefor certificates representing the number of shares of Acquiring Corporation’s common stock to which such owner is entitled as provided in paragraph (a) of this Article V.

ARTICLE VI

Limited Liability Retained

The Surviving Corporation shall retain limited liability.

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ARTICLE VII

Effective Date of Merger

Articles of Merger evidencing the transactions contemplated herein shall be delivered to the Kentucky Secretary of Stare for filing. The merger shall be effective at 12:01 a.m. on May 1, 1997 or at such later time and date as the Articles of Merger shall be filed with the Kentucky Secretary of State (such date and time being herein referred to as the “Effective Date”).

ARTICLE VIII

Further Assurance

If at any time the Surviving Corporation shall consider or be advised that any further assignments, conveyances, or assurances are necessary or desirable to vest, perfect, or confirm in the Surviving Corporation title to any property or rights of Acquired Company, or otherwise carry out the provisions hereto, the proper members of Acquired Company as of the Effective Date and thereafter the officers of the Surviving Corporation acting on behalf of Acquired Company, shall execute and deliver any and all proper assignments, conveyances, and assurances and do all things necessary or desirable to vest, perfect or confirm title to such property or rights in Surviving Corporation and otherwise carry out the provisions thereof.

ARTICLE IX

Cessation of Existence of SpectraBrace, LLC

Upon the Effective Date of the merger, the assets and liabilities of both SpectraBrace, LLC and IDF, Inc. immediately before merger shall become those of Surviving Corporation and the separate existence of Acquired Company shall cease.

ARTICLE X

Miscellaneous

(a) This plan of merger may be amended or supplemented at any time by mutual agreement of Acquired Company and Acquiring Corporation. Any such amendment or

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supplement must be in writing and approved by their respective members and board of directors.

(b) The headings of several articles herein are inserted for convenience of reference only and are not intended to be a part of or to effect the meaning or interpretation of this plan of merger.

(c) This plan of merger shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky applicable to agreements made and entirely to be performed in such jurisdiction.

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EX-3.20

Exhibit 3.20

BYLAWS

OF IDF, INC

ARTICLE I
Shareholders’ Meetings

The annual meeting of shareholders shall be held at a place designated by the Board of Directors or, if the Board of Directors does not designate a place, theft at a place designated by the Secretary or, if the Secretary does not designate a place, at the Corporation’s registered office. Annual meetings shall be held at 10:00 a m on the 30th day of January, in each year if not a Saturday, Sunday or legal holiday, and if a Saturday, Sunday or legal holiday, then on the next day not a Saturday, Sunday or legal holiday.

ARTICLE II
Directors

A.            The Board of Directors shall consist of not less than one (1) nor more than nine (9) members. Warren P Lesser, Thomas A. Edwards, Pamela S Whitehead and Gary R. Whitehead shall be selected as the four (4) directors, and as long as they shall then own stock in the corporation, and the parties agree that all shares of the corporation shall be voted in such manner to effect such elections.

B.            A regular meeting of the board of directors shall be held without notice immediately following the annual meeting of shareholders and at the same place.

ARTICLE III
Officers

A.            The officers of the corporation shall be a president, vice president/treasurer, and secretary who shall be elected annually at the regular meeting of the board of directors held after the annual meeting of shareholders, and who shall hold office only so long as they are satisfactory to the board of directors.

B.            The president shall be the principal executive officer of the corporation to put into effect the decisions of the board of directors. Subject to such decisions, he or she shall supervise and control the business and affairs of the corporation. The president shall preside at meetings of the shareholders and directors and shall also sign stock certificates on behalf of the corporation.

C.            Subject to any specific assignments of duties made by the board of directors, the secretary and treasurer shall act under the direction of the president. The secretary shall prepare and keep minutes of the meetings of the shareholders and the directors and shall have general change of the stock records of the corporation. The secretary shall also sign stock certificates on behalf of the corporation. The treasurer shall have custody of the funds of the corporation and keep its financial records.

ARTICLE IV
Miscellaneous

The board of directors may authorize any officer or agent to enter into any contract or to execute any instrument for the corporation. Such authority may be general or be confined to specific instances.

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CERTIFICATE

It is hereby certified that on this 28^th day of March, 1997, Board of Directors of IDF, Inc , adopted the foregoing Bylaws by unanimous action

/s/ Warren R. Lesser

Warrant R. Lesser, Director

/s/ Thomas A. Edwards

Thomas A. Edwards, Director

/s/ Pamela S,. Whitehead

Pamela S. Whitehead, Director

/s/ Gary R. Whitehead

Gary R. Whitehead, Director

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CERTIFICATE

The undersigned, as Secretary of Spectrabrace, LTD, a Kentucky corporation (“Company’), does hereby certify that the foregoing bylaws are the true, correct and complete bylaws of the Company and such bylaws were duly adopted and have not been amended or rescinded.

/s/ Rowena G. Warner	/s/ Irvin D. Foley
Witness	Irwin D. Foley, Secretary

EX-3.21

Exhibit 3.21

STATE OF DELAWARE
CERTIFICATE OF LIMITED PARTNERSHIP

The Undersigned, desiring to form a limited partnership pursuant to the Delaware Revised Uniform Limited Partnership Act, 6 Delaware Code, Chapter 17, does hereby certify as follows:

1.First: The name of the limited partnership is Encore Medical, L.P.

2.Second: The address of its registered office in the State of Delaware is 1209 Orange Street in the city of Wilmington, 19801. The name of the Registered Agent at such address is The Corporation Trust Company.

3.Third: The name and mailing address of the sole general partner is as follows:

Encore Medical GP, Inc., c/o Harry L. Zimmerman, 9800 Metric Blvd., Austin, Texas 78758.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Limited Partnership of Encore Medical, L.P. as of the 7^th day of February, 2002.

Encore Medical GP, Inc., a Nevada
corporation
By:	/s/ Harry L. Zimmerman
	Harry L. Zimmerman, Secretary

EX-3.22

Exhibit 3.22

AMENDMENT AND CONSENT NO. 1 TO

AGREEMENT OF LIMITED PARTNERSHIP OF

ENCORE MEDICAL, L.P.

A Delaware Limited Partnership

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.

WHEREAS the General Partner and the Limited Partner entered into that certain Agreement of Limited Partnership of Encore Medical, L.P. (the “Partnership Agreement”, capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them therein) effective as of the 7th day of February, 2002;

WHEREAS the General Partner wishes to grant a security interest in all of its interest in the partnership, including without limitation its Percentage Interests and all rights, privileges, authority and powers of the General Partner, and the Limited Partner wishes to grant a security interest in all of its interest in the partnership, including without limitation its Percentage Interests and all rights, privileges, authority and powers of the Limited Partner, to Bank of America, N.A., as administrative agent (the “Administrative Agent”), pursuant to the Security Agreement dated as of October 4, 2004 executed and delivered by the grantors referred to therein to the Administrative Agent (the “Security Agreement”) in connection with that certain Credit Agreement dated as of October 4, 2004 among Encore Medical IHC, Inc., as borrower, Encore Medical Corporation, the Administrative Agent and certain lenders and financial institutions party thereto (the “Credit Agreement”);

WHEREAS the Limited Partner wishes to assign to the Administrative Agent the right to be admitted to the Partnership as a Limited Partner, upon the occurrence and continuance of an Event of Default (as defined in the Credit Agreement) and pursuant to its exercise of remedies under the Security Agreement; and

WHEREAS the General Partner and the Limited Partner wish to amend the Partnership Agreement as set forth below;

NOW, THEREFORE, the General Partner and the Limited Partner hereby agree as follows:

SECTION 1  Amendments. A new Section 6.10 shall be inserted into the Partnership Agreement as follows:

“6.10Partnership Interests to be Treated as Securities. All of the interest of each Partner in the Partnership, including without limitation its respective Percentage Interests

and all of its rights, privileges, authority and powers, shall be securities governed by Article 8 of the Delaware Uniform Commercial Code.”

SECTION 2  Consents

(a)The General Partner hereby consents to (i) the granting of a security interest by the Limited Partner in all of its interests in the Partnership, including without limitation its respective Percentage Interests and all of its rights, privileges, authority and powers, to the Administrative Agent pursuant to the Security Agreement and (ii) the exercise of remedies specified in Section 22(a)(iv)(C) of the Security Agreement and the recognition of the Administrative Agent as the record holder of the Limited Partnership interests in connection therewith.

(b)The Limited Partner hereby consents to the granting of a security interest by the General Partner in all of its interest in the Partnership, including without limitation its respective Percentage Interests and all of its rights, privileges, authority and powers, to the Administrative Agent pursuant to the Security Agreement.

SECTION 2  Miscellaneous.

(a)This Amendment shall be binding upon the executors, administrators, estates, heirs and legal successors of the parties hereto.

(b)This Amendment and all questions arising hereunder shall be resolved in accordance with the laws of the State of Delaware, except for any choice of law provisions of Delaware law that would result in the application of the substantive laws of another jurisdiction.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the undersigned have caused this Amendment to be executed as of the date first above written.

GENERAL PARTNER:
ENCORE MEDICAL GP, INC.,
a Nevada corporation
By:	/s/ Harry Zimmerman
Name: Harry Zimmerman
Title: EVP-General Counsel
LIMITED PARTNER:
ENCORE MEDICAL ASSET
CORPORATION,
a Nevada corporation
By:	/s/ Harry Zimmerman
Name: Harry Zimmerman
Title: EVP-General Counsel

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NOTICE: THIS PARTNERSHIP HAS MADE AN ELECTION TO BE TREATED

AS A CORPORATION FOR FEDERAL INCOME TAX PURPOSES.

AGREEMENT OF LIMITED PARTNERSHIP

OF

ENCORE MEDICAL, L.P.

(A Delaware Limited Partnership)

This Agreement (“Agreement”) of Limited Partnership of Encore Medical, L.P., a Delaware  limited partnership  (the “Partnership”), is entered into as of the 7th day of February, 2002, by and between Encore Medical GP, Inc., a Nevada corporation, as the sole general partner (“General Partner”), and Encore Medical Asset Corporation, a Nevada corporation, as limited partner (“Limited Partner”) (each a “Partner” and collectively the “Partners”).

ARTICLE 1. ORGANIZATION

1.1Formation. The Partners hereby form the Partnership for the purposes set forth below, subject to the provisions of this Agreement and the Delaware Revised Uniform Limited Partnership Act, as amended (the “Act”). The Partnership shall not conduct any business until the certificate of limited partnership of the Partnership has been filed with the Office of the Secretary of State of Delaware. For purposes of determining a Partner’s rights to distributions and allocations under this Agreement, and the right to vote or consent with respect to a matter, the percentage interests of the Partners in the Partnership are as set forth on Schedule A (“Percentage Interests”).

1.2Name. The name of the Partnership is Encore Medical, L.P., and all business of the Partnership shall be conducted in that name, or in such other name as the General Partner may determine.

1.3Registered Agent; Offices. The registered agent and registered office of the Partnership shall be as designated by the General Partner from time to time in accordance with the Act. The principal office of the Partnership shall be located at 9800 Metric Boulevard, Austin, Texas 78758, or such other place as the General Partner may determine. The General Partner shall cause the Partnership to maintain at its principal office the books and records of the Partnership required by the Act to be maintained there and shall keep at its registered office the street address of its principal office.

1.4Purposes. The purposes of the Partnership are to transact any lawful business or businesses for which limited partnerships may be organized under the Act, and to do all things necessary, appropriate or incidental to the foregoing.

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ARTICLE 2. CAPITALIZATION

2.1Initial Capital Contributions. The initial capital contributions of the Partners are set forth on Schedule A.

2.2Additional Capital Contributions. No Partner shall have any obligation to contribute additional capital to the Partnership. Unless otherwise agreed by all Partners, any additional capital contributions that are made shall be made by the Partners in proportion to their Percentage Interests.

2.4Loans. Any Partner may lend money or other property to the Partnership on commercially reasonable terms. Any amounts advanced by a Partner to the Partnership after the date hereof shall constitute loans unless designated in writing as a capital contribution at the time made.

ARTICLE 3. DISTRIBUTIONS AND ALLOCATIONS

3.1Distributions. Except as provided in Section 7.4, distributions of Partnership cash or other property shall be made at such times and in such amounts as the General Partner may determine. All such distributions shall be made to the Partners in proportion to their Percentage Interests, without economic distinction between a General Partnership Interest and a Limited Partnership Interest. All General Partnership Interests and Limited Partnership Interests shall be entitled to pro-rata, equal distributions and allocations during the duration of the Partnership and upon liquidation and winding up.

3.2Allocations. For purposes of federal income taxation, the Partnership shall continue to be treated as a C Corporation, as it was prior to its conversion. All items of income, gain, loss, deduction and credit of the Partnership shall be allocated among the Partners in proportion to their Percentage Interests, without economic distinction between a General Partnership Interest and a Limited Partnership Interest.

ARTICLE 4. MANAGEMENT

4.1Authority of Limited Partner. A Limited Partner in its capacity as such does not have the power or authority to participate in the management or control of the Partnership’s business and affairs or to act for or bind the Partnership. A Limited Partner shall have the right to vote or consent with respect to a Partnership matter only when so provided in this Agreement or by any nonvariable provision of the Act. Unless otherwise provided in this Agreement or by any nonvariable provision of the Act, any such vote or consent shall require the affirmative vote or consent of a Majority Interest of the Limited Partners.

Pursuant to Section 3.03 of the Act, the Limited Partners may perform one or more of the following functions on behalf of the Partnership without being deemed to have participated in the control of the Partnership: (i) acting as an employee of the Partnership; (ii) consulting with or advising the General Partner on any matter, including the business of the Partnership; (iii)

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calling, requesting, attending, or participating in a meeting of the Partners or the Partnership; (iv) serving on a committee of the limited partners; or (v) voting to approve or disapprove the dissolution or winding up of the Partnership, the reconstitution of the Partnership, the sale, exchange, lease, mortgage, assignment, or pledge of an asset or assets of the Partnership, the admission or removal of a Partner, or an amendment of the Partnership agreement.

4.2Authority of General Partner. Except as otherwise provided in this Agreement or any nonvariable provision of the Act, the General Partner shall have exclusive control of the management of the Partnership’s business and affairs with full power and authority to do all things necessary or appropriate to conduct the business and affairs of the Partnership, including the power and authority to mortgage, pledge, grant a security interest in or otherwise encumber any or all of the Partnership’s assets without the consent of any other Partner. Any person dealing with the Partnership may rely conclusively on a certificate of the General Partner.

4.3Indemnification. To the fullest extent permitted by the Act or other law, the General Partner, its employees, affiliates and authorized representatives, shall be indemnified and held harmless by the Partnership from and against all losses, judgments, liabilities, costs, expenses (including professional fees, court costs, penalties, fines, taxes and interest) and settlement payments incurred in connection with the defense or settlement of any actual or threatened action, proceeding or claim arising out of or incidental to the person’s actions or omissions in connection with the management and conduct of the Partnership’s business and affairs, and shall be entitled to advancement of expenses related thereto; provided, that any such indemnification shall be limited to the assets of the Partnership. The right of indemnification set forth in this section is intended to include indemnification for the person’s own negligence (but not gross negligence).

4.4Management Fee; Expenses. Unless approved by a Majority Interest of the Limited Partners, the General Partner shall not be entitled to any compensation from the Partnership for its services to the Partnership; provided, that the General Partner shall be entitled to be reimbursed by the Partnership for its direct out-of-pocket costs and expenses, and an allocable share of its overhead and other indirect costs and expenses, incurred in connection with the management and conduct of the Partnership’s business and affairs.

ARTICLE 5. ADMINISTRATIVE MATTERS

5.1Books and Records. The Partnership shall maintain separate books of account for the Partnership which shall show a true and accurate record of the Partnership’s assets and liabilities, and all costs and expenses incurred, all charges made, all credits made and received and all income derived in connection with the conduct of the Partnership and the operation of its business. Each Partner, its designated agents or employees, at the Partner’s cost and expense, shall have the right at all reasonable times during usual business hours to audit, examine, and make copies of or extracts from the books of account, records, files and bank statements of the Partnership.

5.2Financial Reports. Each Partner shall, at the Partnership’s expense, be furnished (a) within a reasonable time after the end of each fiscal year of the Partnership, an unaudited

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(unless otherwise determined by the General Partner) balance sheet and income statement as of the end of such fiscal year, and (b) from time to time, any other information relating to the Partnership and its business and affairs reasonably requested by such Partner.

5.3Bank Accounts. The Partnership shall maintain in its name such banking and other accounts as the General Partner may from time to time determine. Deposits and withdrawals from such accounts shall be made upon the order of such person or persons as the General Partner may from time to time designate.

5.4Tax Elections. The Partnership shall elect to be treated as a corporation for federal income tax purposes.

5.5Tax Returns. The Partnership shall prepare and file all tax returns and statements required to be filed by it (if any).

5.6Tax Matters Partner. To the extent required under federal law, Encore Medical GP, Inc. shall be the “tax matters partner” of the Partnership.

ARTICLE 6. TRANSFERS; WITHDRAWAL; ADDITIONAL PARTNERS

6.1Transfers By Limited Partners. Except with the prior written consent of the General Partner, which consent may be given, withheld or conditioned in the sole discretion of the General Partner for any reason or no reason, a Limited Partner shall not voluntarily or involuntarily by operation of law or otherwise sell, assign, transfer, grant a security interest in, or otherwise encumber or dispose of, or suffer the encumbrance or disposition of all or part of its interest in the Partnership (including the mere right to receive distributions pursuant to this Agreement) (“Transfer”), to a person other than a Partner or the Partnership. A purported transfer made in contravention of this Section shall not be entitled to be recognized by the Partnership.

6.2Substituted Limited Partner. A transferee of an interest in the Partnership of a  Limited Partner shall be entitled to be admitted to the Partnership as a Limited Partner only if (a) the right to such admission was assigned to the transferee, (b) the General Partner has consented to such admission, which consent may be given, withheld or conditioned in the sole discretion of a majority of the General Partnership interests, for any reason or no reason, and (c) all of the conditions set forth in Section 6.3 have been satisfied. Any transferee that is not admitted as a Limited Partner shall have only the rights of an assignee described in Section 7.02(a)(3) of the Act and shall hold the transferred interest subject to all of the terms and conditions of this Agreement, including this Article.

6.3Other Conditions to Transfers. Notwithstanding Sections 6.1 and 6.2, a Transfer of an interest in the Partnership of a Limited Partner shall not be permitted or recognized, and no transferee thereof shall be admitted as a substituted Limited Partner, until the following conditions have been satisfied:

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(a)the General Partner shall have been provided a written opinion, satisfactory in content to the General Partner from counsel satisfactory to the General Partner, to the effect that the offer and Transfer of the interest is exempt from federal securities law registration requirements;

(b)the General Partner, in its sole discretion, shall have concluded that the Transfer will not cause the Partnership to (i) be in material breach or default under any instrument or agreement to which it is bound, (ii) be in material violation of any federal, state, local or foreign non-securities law to which it is subject, or (iii) cause the Partnership to forfeit any material right, privilege, franchise, license, permit or similar right or federal or state income or franchise tax status; and

(c)the General Partner shall have received, in form and content satisfactory to it (i) a true and complete copy of the instruments or documents effecting or evidencing the Transfer, (ii) the written agreement of the transferee agreeing to be bound by this Agreement, setting forth the notice address of the transferee and containing such other terms and conditions as the General Partner may require, and (iii) reimbursement of all costs and expenses incurred by the Partnership in connection with the Transfer or admission.

6.4Recognition of Transfers. A Transfer of an interest in the Partnership of a Limited Partner, although otherwise valid under this Agreement, shall not be recognized by the Partnership until the transferor has given written notice thereof to the General Partner and the General Partner has recognized the transferee as the record holder of the interest. For purposes of making distributions and allocations, and determining the Limited Partners entitled to vote or consent with respect to a matter, the General Partner shall recognize such a Transfer no later than the end of the calendar month during which it receives notice of the Transfer and all conditions to recognition of the Transfer set forth in this Article have been satisfied or waived. Until such time, all allocations and distributions shall be made to, and all votes and consents shall be had from, the person that is reflected in the books and records of the Partnership as the record owner of the interest.

6.5Withdrawal of Limited Partners. Except by reason of death or legal incapacity, or the Transfer of all of its interest in the Partnership to another Partner, the Partnership or a person admitted as a substituted Limited Partner pursuant to Section 6.2, a Limited Partner has neither the right nor the power to withdraw from the Partnership prior to the completion of its winding up.

 6.6Additional Limited Partners. Except as provided in Section 6.2, additional Limited Partners may be admitted to the Partnership only with the consent of and upon such terms and conditions as have been approved by the General Partner and a Majority Interest of the Limited Partners. Each additional Limited Partner shall have executed an agreement acceptable to the General Partner pursuant to which the additional Limited Partner has agreed to be bound by the terms and conditions of this Agreement and containing such other representations, warranties, covenants and conditions as the General Partner may deem appropriate.

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6.7Transfers by General Partner. The General Partner may Transfer all or part of its interest as General Partner only with the consent of and upon such terms and conditions as have been approved by a Majority Interest of the Limited Partners.

6.8.Additional General Partners. Except as provided in Section 7.1(c), additional General Partners may be admitted to the Partnership only with the consent of and upon such terms and conditions as have been approved by a Majority Interest of the Limited Partners.

6.9Withdrawal of General Partner. The General Partner has the right to withdraw as General Partner only with the consent of and upon such terms and conditions as have been approved by a Majority Interest of the Limited Partners.

ARTICLE 7. DISSOLUTION; WINDING UP

7.1Dissolution. The Partnership shall be dissolved only upon the occurrence of any of the following (each a “Dissolution Event”):

(a)the agreement of the General Partner and a Majority Interest of the Limited Partners to dissolve the Partnership;

(b)the bankruptcy, dissolution, termination of existence or occurrence of any other event of withdrawal of a General Partner within the meaning of Section 4.02 of the Act, unless (i) there remains at least one General Partner that continues the Partnership’s business, or (ii) within ninety days after the event of withdrawal, a Majority Interest of the Limited Partners agree in writing to continue the Partnership’s business and to the appointment, effective as of the date of the event of withdrawal, of one or more new General Partners; or

(c)the entry of a decree of judicial dissolution under Section 8.02 of the Act.

7.2Conversion of General Partner’s Interest to a Limited Partner Interest. Unless otherwise determined by a Majority Interest of the Limited Partners, if the Partnership is continued and not wound up on the occurrence of an event of withdrawal of a General Partner within the meaning of Section 4.02 of the Act, the interest of the withdrawn General Partner shall automatically be converted to a Limited Partner interest effective as of the date of the event of withdrawal, with the same Percentage Interest as existed immediately before such conversion; provided that this Section shall not be construed to preclude or to be in lieu of any cause of action the Partnership or the other Partners may have as a result of a General Partner’s wrongful withdrawal.

7.3Winding Up. Upon the occurrence of a Dissolution Event, the Partnership shall continue solely for the purposes of winding up its business and affairs in an orderly manner, liquidating its assets and satisfying the claims of its creditors and Partners, and no Partner shall take any action that is inconsistent with such. To the extent consistent with the foregoing, this Agreement shall continue in effect until the Partnership’s property has been distributed or applied in satisfaction of Partnership liabilities and a certificate of cancellation has been filed for the

9

Partnership pursuant to the Act. The General Partner or, if one or more General Partner has withdrawn, a liquidator or liquidating committee appointed by a Majority Interest of the Limited Partners (in either case, the “Liquidator”) shall be responsible for winding up the Partnership. The Liquidator shall cause the Partnership’s property to be liquidated as promptly as is consistent with obtaining the fair value thereof; provided, that (a) to the extent practicable and with the consent of a Majority Interest of the Limited Partners, the Liquidator may distribute any assets of the Partnership in kind and subject to any indebtedness secured thereby, and (b) the General Partner or liquidator may, in its sole and absolute discretion, retain and distribute as collected any deferred payment obligation owed to the Partnership. The Liquidator shall have all of the powers of the General Partner to the extent consistent with the liquidator’s obligations and shall be entitled to the benefit of the provisions of Section 4.3 during the winding up.

7.4Application of Proceeds of Liquidation. During or upon completion of the winding up, the proceeds of liquidation and other assets of the Partnership shall be applied and distributed in one or more installments in the following order and priority:

(a)to the payment, or provision for payment, of the expenses of winding up;

(b)to the payment, or provision for payment, of creditors of the Partnership (including Partners other than in respect of distributions) in the order of priority  provided by law;

(c)to the establishment of any reserves deemed necessary or appropriate by the Liquidator to provide for contingent or unforeseen liabilities of the Partnership; and

(d)the balance (including reductions in reserves established pursuant to Section 7.4(c)) shall be distributed to the Partners in accordance with their Partnership Interests and applicable.

7.5Timing of Liquidating Distributions. To the extent reasonably practicable, the distributions described in Section 7.4(d), if any, shall be made to the Partners before the end of the taxable year of the Partnership in which the Dissolution Event occurs, or, if later, within ninety days after the date thereof.

7.6Liquidating Trust. In the discretion of the Liquidator, all or any proportionate part of the distributions that would otherwise be made to the Partners pursuant to Section 7.4(d) may be distributed to a trust established by the Liquidator for the benefit of the Partners and for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership or paying any contingent or unforeseen obligations of the Partnership. The assets of such trust shall be distributed to the Partners from time to time, in the reasonable discretion of the trustee (who may or may not be the Liquidator or an affiliate of the Liquidator), in the same proportions as the amounts distributed to such trust by the Partnership would otherwise have been distributed to them pursuant to Section 7.4(d).

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ARTICLE 8. MISCELLANEOUS

8.1Notices. All notices, consents, waivers and other communication under this Agreement shall be in writing and shall be deemed to have been given as of the date actually received or as of the date deposited in the United States mail, registered or certified, postage prepaid, and addressed to the Partnership or the General Partner at the Partnership’s principal office or to any other Partner at its address set forth on Schedule A, or to such other address notice of which has been given as provided in this Section.

8.2Construction. Unless clearly otherwise required by the context, for purposes of this Agreement, (a) the gender of words shall include the masculine, feminine and neuter, and the singular shall include the plural, and vice versa, (b) references to Articles and Sections are to those of this Agreement, (c) references to Schedules, Annexes or Exhibits are to those attached hereto, each of which is made a part hereof, (d) the words herein, hereinafter or similar derivations shall be construed as references to this Agreement as a whole, and (e) the words include, including and similar derivations shall be construed as without limitation. Captions contained in this Agreement are for convenience only and shall not affect its interpretation.

8.3Amendments. All amendments to this Agreement shall be in writing and may be adopted only with the consent of the General Partner and a Majority Interest of the Limited Partners; provided, that amendments to this Agreement that are of an inconsequential nature and do not adversely affect any Limited Partner in any material respect, or that are necessary or appropriate to comply with any applicable law or governmental regulation, or that are required or contemplated by this Agreement to be made solely by the General Partner, may be made by the General Partner acting alone. Notwithstanding the preceding sentence, the consent of each of the Limited Partners must be obtained for any amendment that would materially and adversely affect the Limited Partners’ rights to distributions (other than as a result of the admission of additional Limited Partners), its obligations for capital contributions or its limited liability as a Limited Partner, or that would amend the provisions of this Section, or lower the threshold required by this Agreement for obtaining any vote or consent of the Limited Partners.

8.4Special Power of Appointment. Each Limited Partner constitutes and appoints the General Partner, and any substituted or successor General Partner, with full power of substitution and resubstitution, its true and lawful attorney with full power and authority for it and in its name, place, and stead to execute, acknowledge, file and record any amendments to this Agreement permitted to be made unilaterally by the General Partner and all certificates, qualifications, instruments and documents that relate to the Partnership or its business and affairs and that the General Partner deems necessary or appropriate. This special power is coupled with an interest and is irrevocable, and shall survive an assignment by a Limited Partner of all or part of its interest in the Partnership and the death, incompetency or termination of existence of a Limited Partner. Any person dealing with the Partnership may conclusively rely upon the fact that any document executed by the General Partner pursuant to this power is binding upon the Partnership without further inquiry.

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8.5Counterparts. This Agreement may be executed in multiple counterparts or counterpart signature pages, each of which shall be an original and all of which shall constitute one agreement.

8.6Entire Agreement. This Agreement constitutes the entire agreement of the Partners with respect to the Partnership and there are no agreements, understandings, conditions, representations or warranties among the Partners other than as set forth or provided herein.

8.7Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, exclusive of any conflicts-of-law principle that might refer such governance or construction to the law of another jurisdiction.

8.8Severability. If any provision of this Agreement is held to be illegal or unenforceable, the remaining provisions hereof shall be enforced and applied as if the illegal or unenforceable provision was not a part of this Agreement.

8.9Binding Effect. Except as otherwise provided in this Agreement, this Agreement shall only be binding on and inure to the benefit of the Partners and their respective legal representatives, successors and permitted assigns.

8.10Facsimile Signatures. A telegram, telex, cablegram or similar transmission by a person, or a photographic, photostatic, facsimile or similar reproduction of a writing signed by a person, shall be regarded as signed by the person for all purposes of this Agreement.

EXECUTED as of the date set forth above.

GENERAL PARTNER:
ENCORE MEDICAL GP, INC., a Nevada corporation
By:	/s/ Harry L. Zimmerman
	Harry L. Zimmerman, Secretary
LIMITED PARTNER:
ENCORE MEDICAL ASSET CORPORATION, a Nevada corporation
By:	/s/ Harry L. Zimmerman
	Harry L. Zimmerman, Secretary

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SCHEDULE A

AGREEMENT OF LIMITED PARTNERSHIP OF

ENCORE MEDICAL, L.P.

Dated as of February       , 2002

Partners	Capital Contributions	Percentage Interests
GENERAL PARTNER:
Encore Medical GP, Inc.	10 Shares of Encore Orthopedics, Inc., a Delaware corporation	1	%
LIMITED PARTNER:
Encore Medical Asset Corporation	990 Shares of Encore Orthopedics, Inc., a Delaware corporation	99	%
TOTAL		100	%

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EX-4.1

Exhibit 4.1

Execution Copy

INDENTURE

Dated as of November 3, 2006

Among

ENCORE MEDICAL FINANCE LLC,

ENCORE MEDICAL FINANCE CORP.,

THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO

and

THE BANK OF NEW YORK, a New York banking corporation,

as Trustee


11¾% SENIOR SUBORDINATED NOTES DUE 2014

CROSS-REFERENCE TABLE*

Trust Indenture Act Section		Indenture Section
310	(a)(1)	7.10
	(a)(2)	7.10
	(a)(3)	N.A.
	(a)(4)	N.A.
	(a)(5)	7.10
	(b)	7.10
	(c)	N.A.
311	(a)	7.11
	(b)	7.11
	(c)	N.A.
312	(a)	2.05
	(b)	14.03
	(c)	14.03
313	(a)	7.06
	(b)(1)	N.A.
	(b)(2)	7.06;7.07
	(c)	7.06;14.02
	(d)	7.06
314	(a)	4.03;14.02; 14.05
	(b)	N.A.
	(c)(1)	14.04
	(c)(2)	14.04
	(c)(3)	N.A.
	(d)	N.A.
	(e)	14.05
	(f)	N.A.
315	(a)	7.01
	(b)	7.05;14.02
	(c)	7.01
	(d)	7.01
	(e)	6.14
316	(a)(last sentence)	2.09
	(a)(1)(A)	6.05
	(a)(1)(B)	6.04
	(a)(2)	N.A.
	(b)	6.07
	(c)	2.12;9.04
317	(a)(1)	6.08
	(a)(2)	6.12
	(b)	2.04
318	(a)	14.01
	(b)	N.A.
	(c)	14.01

N.A. means not applicable.

*  This Cross-Reference Table is not part of the Indenture.

TABLE OF CONTENTS

			Page
ARTICLE 1
DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.01	Definitions	1
Section 1.02	Other Definitions	29
Section 1.03	Incorporation by Reference of Trust Indenture Act	30
Section 1.04	Rules of Construction	31
Section 1.05	Acts of Holders	31
ARTICLE 2
THE NOTES
Section 2.01	Form and Dating; Terms		33
Section 2.02	Execution and Authentication		34
Section 2.03	Registrar and Paying Agent		35
Section 2.04	Paying Agent to Hold Money in Trust		35
Section 2.05	Holder Lists		35
Section 2.06	Transfer and Exchange		35
Section 2.07	Replacement Notes		47
Section 2.08	Outstanding Notes		47
Section 2.09	Treasury Notes		48
Section 2.10	Temporary Notes		48
Section 2.11	Cancellation		48
Section 2.12	Defaulted Interest		48
Section 2.13	CUSIP and ISIN Numbers		49
ARTICLE 3
REDEMPTION
Section 3.01	Notices to Trustee		49
Section 3.02	Selection of Notes to Be Redeemed or Purchased		49
Section 3.03	Notice of Redemption		50
Section 3.04	Effect of Notice of Redemption		51
Section 3.05	Deposit of Redemption or Purchase Price		51
Section 3.06	Notes Redeemed or Purchased in Part		51
Section 3.07	Optional Redemption		51
Section 3.08	Mandatory Redemption		52
Section 3.09	Offers to Repurchase by Application of Excess Proceeds		52

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		Page
ARTICLE 4
COVENANTS
Section 4.01	Payment of Notes	54
Section 4.02	Maintenance of Office or Agency	55
Section 4.03	Reports and Other Information	55
Section 4.04	Compliance Certificate	56
Section 4.05	Taxes	56
Section 4.06	Stay, Extension and Usury Laws	57
Section 4.07	Limitation on Restricted Payments	57
Section 4.08	Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries	63
Section 4.09	Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock	65
Section 4.10	Asset Sales	70
Section 4.11	Transactions with Affiliates	72
Section 4.12	Liens	74
Section 4.13	Corporate Existence	74
Section 4.14	Offer to Repurchase Upon Change of Control	75
Section 4.15	Limitation on Guarantees of Indebtedness by Restricted Subsidiaries	76
Section 4.16	Limitation on Layering	77
Section 4.17	Limitation on Business Activities of the Co-Issuer	77
ARTICLE 5
SUCCESSORS
Section 5.01	Merger, Consolidation or Sale of All or Substantially All Assets	78
Section 5.02	Successor Corporation Substituted	80
ARTICLE 6
DEFAULTS AND REMEDIES
Section 6.01	Events of Default	81
Section 6.02	Acceleration	82
Section 6.03	Other Remedies	83
Section 6.04	Waiver of Past Defaults	84
Section 6.05	Control by Majority	84
Section 6.06	Limitation on Suits	84
Section 6.07	Rights of Holders of Notes to Receive Payment	84
Section 6.08	Collection Suit by Trustee	85
Section 6.09	Restoration of Rights and Remedies	85
Section 6.10	Rights and Remedies Cumulative	85
Section 6.11	Delay or Omission Not Waiver	85
Section 6.12	Trustee May File Proofs of Claim	85
Section 6.13	Priorities	86
Section 6.14	Undertaking for Costs	86

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		Page
ARTICLE 7
TRUSTEE
Section 7.01	Duties of Trustee	87
Section 7.02	Rights of Trustee	88
Section 7.03	Individual Rights of Trustee	89
Section 7.04	Trustee’s Disclaimer	89
Section 7.05	Notice of Defaults	89
Section 7.06	Reports by Trustee to Holders of the Notes	89
Section 7.07	Compensation and Indemnity	90
Section 7.08	Replacement of Trustee	90
Section 7.09	Successor Trustee by Merger, etc	91
Section 7.10	Eligibility; Disqualification	91
Section 7.11	Preferential Collection of Claims Against Issuers	92
ARTICLE 8
LEGAL DEFEASANCE AND COVENANT DEFEASANCE
Section 8.01	Option to Effect Legal Defeasance or Covenant Defeasance	92
Section 8.02	Legal Defeasance and Discharge	92
Section 8.03	Covenant Defeasance	92
Section 8.04	Conditions to Legal or Covenant Defeasance	93
Section 8.05	Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions	94
Section 8.06	Repayment to Issuers	95
Section 8.07	Reinstatement	95
ARTICLE 9
AMENDMENT, SUPPLEMENT AND WAIVER
Section 9.01	Without Consent of Holders of Notes	95
Section 9.02	With Consent of Holders of Notes	97
Section 9.03	Compliance with Trust Indenture Act	98
Section 9.04	Revocation and Effect of Consents	98
Section 9.05	Notation on or Exchange of Notes	99
Section 9.06	Trustee to Sign Amendments, etc	99
Section 9.07	Payment for Consent	99
ARTICLE 10
SUBORDINATION
Section 10.01	Agreement To Subordinate	99
Section 10.02	Liquidation, Dissolution, Bankruptcy	99
Section 10.03	Default on Senior Indebtedness of the Issuers	100
Section 10.04	Acceleration of Payment of Notes	101
Section 10.05	When Distribution Must Be Paid Over	101

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		Page
Section 10.06	Subrogation	101
Section 10.07	Relative Rights	101
Section 10.08	Subordination May Not Be Impaired by Issuers	102
Section 10.09	Rights of Trustee and Paying Agent	102
Section 10.10	Distribution or Notice to Representative	102
Section 10.11	Article 10 Not To Prevent Events of Default or Limit Right To Accelerate	102
Section 10.12	Trust Moneys Not Subordinated	102
Section 10.13	Trustee Entitled To Rely	103
Section 10.14	Trustee To Effectuate Subordination	103
Section 10.15	Trustee Not Fiduciary for Holders of Senior Indebtedness of the Issuers	103
Section 10.16	Reliance by Holders of Senior Indebtedness of the Issuers on Subordination Provisions	103
ARTICLE 11
GUARANTEES
Section 11.01	Guarantee	104
Section 11.02	Limitation on Guarantor Liability	105
Section 11.03	Execution and Delivery	106
Section 11.04	Subrogation	106
Section 11.05	Benefits Acknowledged	106
Section 11.06	Release of Guarantees	106
ARTICLE 12
SUBORDINATION OF GUARANTEES
Section 12.01	Agreement To Subordinate	107
Section 12.02	Liquidation, Dissolution, Bankruptcy	107
Section 12.03	Default on Senior Indebtedness of a Guarantor	107
Section 12.04	Demand for Payment	109
Section 12.05	When Distribution Must Be Paid Over	109
Section 12.06	Subrogation	109
Section 12.07	Relative Rights	109
Section 12.08	Subordination May Not Be Impaired by a Guarantor	110
Section 12.09	Rights of Trustee and Paying Agent	110
Section 12.10	Distribution or Notice to Representative	110
Section 12.11	Article 12 Not To Prevent Events of Default or Limit Right To Demand Payment	110
Section 12.12	Trust Moneys Not Subordinated	110
Section 12.13	Trustee Entitled To Rely	111
Section 12.14	Trustee To Effectuate Subordination	111
Section 12.15	Trustee Not Fiduciary for Holders of Senior Indebtedness of Guarantors	111
Section 12.16	Reliance by Holders of Senior Indebtedness of a Guarantor on Subordination Provisions	111

iv

		Page
ARTICLE 13
SATISFACTION AND DISCHARGE
Section 13.01	Satisfaction and Discharge	112
Section 13.02	Application of Trust Money	113
ARTICLE 14
MISCELLANEOUS
Section 14.01	Trust Indenture Act Controls	113
Section 14.02	Notices	113
Section 14.03	Communication by Holders of Notes with Other Holders of Notes	114
Section 14.04	Certificate and Opinion as to Conditions Precedent	114
Section 14.05	Statements Required in Certificate or Opinion	115
Section 14.06	Rules by Trustee and Agents	115
Section 14.07	No Personal Liability of Directors, Officers, Employees and Stockholders	115
Section 14.08	Governing Law	115
Section 14.09	Waiver of Jury Trial	115
Section 14.10	Force Majeure	115
Section 14.11	No Adverse Interpretation of Other Agreements	116
Section 14.12	Successors	116
Section 14.13	Severability	116
Section 14.14	Counterpart Originals	116
Section 14.15	Table of Contents, Headings, etc	116
Section 14.16	Qualification of Indenture	116

EXHIBITS

Exhibit A	Form of Note
Exhibit B	Form of Certificate of Transfer
Exhibit C	Form of Certificate of Exchange
Exhibit D	Form of Supplemental Indenture to Be Delivered by Subsequent Guarantors

v

INDENTURE, dated as of November 3, 2006, among Encore Medical Finance LLC, a Delaware limited liability company (the “Company”), Encore Medical Finance Corp., 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.

W I T N E S S E T H

WHEREAS, the Issuers have duly authorized the creation of an issue of $200,000,000 aggregate principal amount of 11¾% Senior Subordinated Notes due 2014 (the “Initial Notes”);

WHEREAS, as a result of the Transaction (as defined herein), the Issuers will be jointly and severally liable for all obligations under the Notes; and

WHEREAS, each of the Issuers and each of the Guarantors has duly authorized the execution and delivery of this Indenture.

NOW, THEREFORE, each of the Issuers, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the Notes.

ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01Definitions.

“144A Global Note” means a Global Note substantially in the form of Exhibit A hereto, bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A.

“Acquired Indebtedness” means, with respect to any specified Person,

(1)           Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a Restricted Subsidiary of such specified Person, and

(2)           Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“Acquisition” means the transactions contemplated by the Transaction Agreement.

“Additional Interest” means all additional interest then owing pursuant to the Registration Rights Agreement.

“Additional Notes” means additional Notes (other than the Initial Notes and other than Exchange Notes for such Initial Notes) issued from time to time under this Indenture in accordance with Sections 2.01 and 4.09 hereof.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person.  For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

“Agent” means any Registrar or Paying Agent.

“Applicable Premium” means, with respect to any Note on any Redemption Date, the greater of:

(1)           1.0% of the principal amount of such Note; and

(2)           the excess, if any, of (a) the present value at such Redemption Date of (i) the redemption price of such Note at November 15, 2010 (each such redemption price being set forth in Section 3.07(d) hereof), plus (ii) all required interest payments due on such Note through November 15, 2010 (excluding accrued but unpaid interest to the Redemption Date), computed using a discount rate equal to the Treasury Rate as of such Redemption Date plus 50 basis points; over (b) the principal amount of such Note.

“Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and/or Clearstream that apply to such transfer or exchange.

“Asset Sale” means:

(1)           the sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of property or assets (including by way of a Sale and Lease-Back Transaction) of the Company or any of its Restricted Subsidiaries (each referred to in this definition as a “disposition”); or

(2)           the issuance or sale of Equity Interests of any Restricted Subsidiary (other than Preferred Stock of Restricted Subsidiaries issued in compliance with Section 4.09 hereof), whether in a single transaction or a series of related transactions;

in each case, other than:

(a)           any disposition of Cash Equivalents or Investment Grade Securities or obsolete or worn out equipment in the ordinary course of business or any disposition of inventory or goods (or other assets) held for sale in the ordinary course of business;

(b)           the disposition of all or substantially all of the assets of the Company governed by, and in a manner permitted pursuant to the provisions described under Section 5.01 hereof or any disposition that constitutes a Change of Control pursuant to this Indenture;

(c)           the making of any Restricted Payment or Permitted Investment that is permitted to be made, and is made, under Section 4.07 hereof;

2

(d)           any disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of transactions with an aggregate fair market value of less than $5.0 million;

(e)           any disposition of property or assets or issuance of securities by a Restricted Subsidiary of the Company to the Company or by the Company or a Restricted Subsidiary of the Company to another Restricted Subsidiary of the Company;

(f)            to the extent allowable under Section 1031 of the Internal Revenue Code of 1986, or comparable law or regulation, any exchange of like property (excluding any boot thereon) for use in a Similar Business;

(g)           the lease, assignment or sub-lease of any real or personal property in the ordinary course of business;

(h)           any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

(i)            foreclosures on assets;

(j)            sales of accounts receivable, or participations therein, in connection with any Receivables Facility; and

(k)           any financing transaction with respect to property built or acquired by the Company or any Restricted Subsidiary after the Issue Date, including Sale and Lease-Back Transactions and asset securitizations permitted by this Indenture.

“Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors.

“Broker-Dealer” has the meaning set forth in the Registration Rights Agreement.

“Business Day” means each day which is not a Legal Holiday.

“Capital Stock” means:

(1)           in the case of a corporation, corporate stock;

(2)           in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3)           in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4)           any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP.

3

“Cash Equivalents” means:

(1)           United States dollars;

(2)           (a)           euro, or any national currency of any participating member state of the EMU; or

(b)           such local currencies held by the Company or any Restricted Subsidiary from time to time in the ordinary course of business;

(3)           securities issued or directly and fully and unconditionally guaranteed or insured by the U.S. government (or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of the U.S. government) with maturities of 24 months or less from the date of acquisition;

(4)           certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus of not less than $500.0 million in the case of U.S. banks and $100.0 million (or the U.S. dollar equivalent as of the date of determination) in the case of non-U.S. banks;

(5)           repurchase obligations for underlying securities of the types described in clauses (3) and (4) entered into with any financial institution meeting the qualifications specified in clause (4) above;

(6)           commercial paper rated at least P-1 by Moody’s or at least A-1 by S&P and in each case maturing within 24 months after the date of creation thereof;

(7)           marketable short-term money market and similar securities having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency) and in each case maturing within 24 months after the date of creation thereof;

(8)           investment funds investing 95% of their assets in securities of the types described in clauses (1) through (7) above;

(9)           readily marketable direct obligations issued by any state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof having an Investment Grade Rating from either Moody’s or S&P with maturities of 24 months or less from the date of acquisition;

(10)         Indebtedness or Preferred Stock issued by Persons with a rating of “A” or higher from S&P or “A2” or higher from Moody’s with maturities of 24 months or less from the date of acquisition; and

(11)         Investments with average maturities of 24 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s.

Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (1) and (2) above, provided that such amounts are converted

4

into any currency listed in clauses (1) and (2) as promptly as practicable and in any event within ten Business Days following the receipt of such amounts.

“Change of Control” means the occurrence of any of the following:

(1)           the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any Person other than a Permitted Holder; or

(2)           the Company becomes aware (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) of the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than the Permitted Holders, in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of 50% or more of the total voting power of the Voting Stock of the Company or any of its direct or indirect parent companies holding directly or indirectly 100% of the total voting power of the Voting Stock of the Company.

“Clearstream” means Clearstream Banking, Société Anonyme.

“Co-Issuer” has the meaning set forth in the recitals hereto until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Co-Issuer” shall mean such successor Person.

“Company” has the meaning set forth in the recitals hereto until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor Person.

“Consolidated Depreciation and Amortization Expense” means with respect to any Person for any period, the total amount of depreciation and amortization expense, including the amortization of deferred financing fees of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.

“Consolidated Interest Expense” means, with respect to any Person for any period, without duplication, the sum of:

(1)           consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (a) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances, (c) non-cash interest payments (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP), (d) the interest component of Capitalized Lease Obligations, and (e) net payments, if any, pursuant to interest rate Hedging Obligations with respect to Indebtedness and excluding (u) accretion or accrual of discounted liabilities not constituting Indebtedness, (v) any expense resulting from the discounting of any outstanding Indebtedness in connection with the application of purchase accounting in connection with any acquisition, (w) any Additional Interest , (x) amortization of deferred

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financing fees, debt issuance costs, commissions, fees and expenses, (y) any expensing of bridge, commitment and other financing fees and (z) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Receivables Facility); plus

(2)           consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued; less

(3)           interest income for such period.

For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by such Person to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

“Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the Net Income, of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided, however, that, without duplication,

(1)           any after-tax effect of extraordinary, non-recurring or unusual gains or losses (less all fees and expenses relating thereto) or expenses (including relating to the Transaction to the extent incurred on or prior to September 30, 2007), severance, relocation costs and curtailments or modifications to pension and post-retirement employee benefit plans and other restructuring costs shall be excluded,

(2)           the cumulative effect of a change in accounting principles during such period shall be excluded,

(3)           any after-tax effect of income (loss) from disposed, abandoned, transferred, closed or discontinued operations and any net after-tax gains or losses on disposal of disposed, abandoned, transferred, closed or discontinued operations shall be excluded,

(4)           any after-tax effect of gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions other than in the ordinary course of business, as determined in good faith by the Company, shall be excluded,

(5)           the Net Income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; provided that Consolidated Net Income of the Company shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) to the referent Person or a Restricted Subsidiary thereof in respect of such period,

(6)           solely for the purpose of determining the amount available for Restricted Payments under clause (3)(a) of Section 4.07(a) hereof, the Net Income for such period of any Restricted Subsidiary (other than any Guarantor) shall be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived, provided that Consolidated Net Income of the Company will be increased by the amount of dividends or other distributions

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or other payments actually paid in cash (or to the extent converted into cash) or Cash Equivalents to the Company or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein,

(7)           effects of adjustments (including the effects of such adjustments pushed down to the Company and its Restricted Subsidiaries) in the property and equipment, inventory and other intangible assets, deferred revenue and debt line items in such Person’s consolidated financial statements pursuant to GAAP resulting from the application of purchase accounting in relation to the Transaction or any consummated acquisition or the amortization or write-off of any amounts thereof, net of taxes, shall be excluded,

(8)           any after-tax effect of income (loss) from the early extinguishment of Indebtedness or Hedging Obligations or other derivative instruments shall be excluded,

(9)           any impairment charge or asset write-off, in each case, pursuant to GAAP and the amortization of intangibles arising pursuant to GAAP shall be excluded,

(10)         any non-cash compensation expense recorded from grants of stock appreciation or similar rights, stock options, restricted stock or other rights shall be excluded,

(11)         any fees and expenses incurred during such period, or any amortization thereof for such period, in connection with any acquisition, disposition, recapitalization, Investment, Asset Sale, issuance or repayment of Indebtedness, issuance of Equity Interests, refinancing transaction or amendment or modification of any debt instrument (in each case, including any such transaction consummated prior to the Issue Date and any such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such period as a result of any such transaction shall be excluded, and

(12)         accruals and reserves that are established or adjusted within twelve months after the Issue Date that are so required to be established or adjusted as a result of the Transaction in accordance with GAAP or changes as a result of a modification of accounting policies shall be excluded.

Notwithstanding the foregoing, for the purpose of Section 4.07 hereof only (other than clause (3)(d) of Section 4.07(a) hereof), there shall be excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by the Company and its Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments from the Company and its Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted Investments by the Company or any of its Restricted Subsidiaries, any sale of the stock of an Unrestricted Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments permitted under clause (3)(d) of Section 4.07(a) hereof.

“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent,

(1)           to purchase any such primary obligation or any property constituting direct or indirect security therefor,

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(2)           to advance or supply funds

(a)           for the purchase or payment of any such primary obligation, or

(b)           to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, or

(3)           to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

“Corporate Trust Office of the Trustee” shall be at the address of the Trustee specified in Section 14.02 hereof or such other address as to which the Trustee may give notice to the Holders and the Issuers.

“Credit Facilities” means, with respect to the Company or any of its Restricted Subsidiaries, one or more debt facilities, including the Senior Credit Facilities, or other financing arrangements (including, without limitation, commercial paper facilities or indentures) providing for revolving credit loans, term loans, letters of credit or other long-term indebtedness, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements or refundings thereof and any indentures or credit facilities or commercial paper facilities that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount permitted to be borrowed thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under Section 4.09 hereof) or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, lender or group of lenders.

“Custodian” means the Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06(c) hereof, substantially in the form of Exhibit A hereto, except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.

“Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03 hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as Depositary hereunder and having become such pursuant to the applicable provision of this Indenture.

“Designated Non-cash Consideration” means the fair market value of non-cash consideration received by the Company or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, executed by the principal financial officer of the Company, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

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“Designated Preferred Stock” means Preferred Stock of the Company or any parent corporation thereof (in each case other than Disqualified Stock) that is issued for cash (other than to a Restricted Subsidiary or an employee stock ownership plan or trust established by the Company or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officer’s Certificate executed by the principal financial officer of the Company or the applicable parent corporation thereof, as the case may be, on the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in clause (3) of Section 4.07(a) hereof.

“Designated Senior Indebtedness” means:

(1)           any Indebtedness outstanding under the Senior Credit Facilities; and

(2)           any other Senior Indebtedness permitted under this Indenture, the principal amount of which is $50.0 million or more and that has been designated by the Company as “Designated Senior Indebtedness.”

“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable (other than solely as a result of a change of control or asset sale) pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than solely as a result of a change of control or asset sale), in whole or in part, in each case prior to the date 91 days after the maturity date of the Notes; provided, however, that if such Capital Stock is issued to any plan for the benefit of employees of the Company or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Company or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations.

“EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period

(1)           increased (without duplication) by:

(a)           provision for taxes based on income or profits or capital gains, including, without limitation, state, franchise and similar taxes and foreign withholding taxes of such Person paid or accrued during such period to the extent the same was deducted (and not added back) in computing Consolidated Net Income; plus

(b)           Fixed Charges of such Person for such period (including (x) net losses or Hedging Obligations or other derivative instruments entered into for the purpose of hedging interest rate risk and (y) costs of surety bonds in connection with financing activities, in each case, to the extent included in Fixed Charges) to the extent the same was deducted (and not added back) in calculating such Consolidated Net Income; plus

(c)           Consolidated Depreciation and Amortization Expense of such Person for such period to the extent the same were deducted (and not added back) in computing Consolidated Net Income; plus

(d)           any expenses or charges (other than depreciation or amortization expense) related to any Equity Offering, Permitted Investment, acquisition, disposition, recapitalization or the incurrence of Indebtedness permitted to be incurred by this Indenture (including a refinancing thereof) (whether or not successful), including (i) such fees, expenses

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or charges related to the offering of the Notes and the Credit Facilities and (ii) any amendment or other modification of the Notes, and, in each case, deducted (and not added back) in computing Consolidated Net Income; plus

(e)           the amount of any restructuring charges, integration costs or other business optimization expenses or reserves deducted (and not added back) in such period in computing Consolidated Net Income, including any one-time costs incurred in connection with acquisitions after the Issue Date and costs related to the closure and/or consolidation of facilities; plus

(f)            any other non-cash charges, including any write offs or write downs, reducing Consolidated Net Income for such period (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period); plus

(g)           the amount of any minority interest expense consisting of Subsidiary income attributable to minority equity interests of third parties in any non-Wholly Owned Subsidiary deducted (and not added back) in such period in calculating Consolidated Net Income; plus

(h)           the amount of management, monitoring, consulting and advisory fees and related expenses paid in such period to the Investors to the extent otherwise permitted under Section 4.11 hereof; plus

(i)            the amount of net cost savings projected by the Company in good faith to be realized as a result of specified actions taken or expected to be taken within 12 months after the Issue Date during such period (which cost savings shall be added to EBITDA until fully realized and calculated on a pro forma basis as though such cost savings had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such actions; provided that (x) such cost savings are reasonably identifiable and factually supportable and (y) the aggregate amount of cost savings added pursuant to this clause (i) with respect to any action, shall not exceed the cost savings expected to be realized within 12 months of taking such action (which adjustments may be incremental to pro forma adjustments made pursuant to the second paragraph of the definition of “Fixed Charge Coverage Ratio”); plus

(j)            the amount of loss on sale of receivables and related assets to the Receivables Subsidiary in connection with a Receivables Facility; plus

(k)           any costs or expense incurred by the Company or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of the Company or net cash proceeds of an issuance of Equity Interest of the Company (other than Disqualified Stock) solely to the extent that such net cash proceeds are excluded from the calculation set forth in clause (3) of Section 4.07(a) hereof;

(2)           decreased by (without duplication) non-cash gains increasing Consolidated Net Income of such Person for such period, excluding any non-cash gains to the extent they represent

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the reversal of an accrual or reserve for a potential cash item that reduced EBITDA in any prior period; and

(3)           increased or decreased by (without duplication):

(a)           any net gain or loss resulting in such period from Hedging Obligations and the application of Statement of Financial Accounting Standards No. 133; plus or minus, as applicable,

(b)           any net gain or loss resulting in such period from currency translation gains or losses related to currency remeasurements of Indebtedness (including any net loss or gain resulting from hedge agreements for currency exchange risk).

“EMU” means economic and monetary union as contemplated in the Treaty on European Union.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock.

“Equity Offering” means any public or private sale of common stock or Preferred Stock of the Company (excluding Disqualified Stock) or any of its direct or indirect parent companies (to the extent contributed to the Company as Equity (other than Disqualified Stock), other than:

(1)           public offerings with respect to the Company’s or any direct or indirect parent company’s common stock registered on Form S-8;

(2)           issuances to any Subsidiary of the Company; and

(3)           any such public or private sale that constitutes an Excluded Contribution.

“euro” means the single currency of participating member states of the EMU.

“Euroclear” means Euroclear S.A./N.V., as operator of the Euroclear system.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Exchange Notes” means the Notes issued in the Exchange Offer pursuant to Section 2.06(f) hereof.

“Exchange Offer” has the meaning set forth in the Registration Rights Agreement.

“Exchange Offer Registration Statement” has the meaning set forth in the Registration Rights Agreement.

“Excluded Contribution” means net cash proceeds, marketable securities or Qualified Proceeds received by the Company from

(1)           contributions to its common equity capital, and

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(2)           the sale (other than to a Subsidiary of the Company or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of the Company) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of the Company,

in each case designated as Excluded Contributions pursuant to an officer’s certificate executed by the principal financial officer of the Company on the date such capital contributions are made or the date such Equity Interests are sold, as the case may be, which are excluded from the calculation set forth in clause (3) of Section 4.07(a) hereof.

“Existing Senior Subordinated Notes” means the 9.75% Senior Subordinated Notes due 2012 issued by Encore Medical IHC, Inc. pursuant to an indenture, dated October 4, 2004, among Encore Medical IHC, Inc., certain subsidiaries of Encore Medical IHC, Inc., as guarantors, and Wells Fargo Bank, N.A. as trustee.

“Fixed Charge Coverage Ratio” means, with respect to any Person for any period, the ratio of EBITDA of such Person for such period to the Fixed Charges of such Person for such period.  In the event that the Company or any Restricted Subsidiary incurs, assumes, guarantees, redeems, retires or extinguishes any Indebtedness (other than Indebtedness incurred under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) or issues or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to or simultaneously with the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Fixed Charge Coverage Ratio Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period.

For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, consolidations and disposed operations (as determined in accordance with GAAP) that have been made by the Company or any of its Restricted Subsidiaries during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Fixed Charge Coverage Ratio Calculation Date shall be calculated on a pro forma basis, assuming that all such Investments, acquisitions, dispositions, mergers, consolidations and disposed operations (and the change in any associated fixed charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period.  If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Company or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, acquisition, disposition, merger, consolidation or disposed operation that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger, consolidation or disposed operation had occurred at the beginning of the applicable four-quarter period.

                For purposes of this definition, whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Company.  If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Fixed Charge Coverage Ratio Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness).  Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the

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Company to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.  For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period except as set forth in the first paragraph of this definition.  Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Company may designate.

“Fixed Charges” means, with respect to any Person for any period, the sum of:

(1)           Consolidated Interest Expense of such Person for such period;

(2)           all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Preferred Stock of any Restricted Subsidiary during such period; and

(3)           all dividends or other distributions accrued (excluding items eliminated in consolidation) on any series of Disqualified Stock during such period.

“Foreign Subsidiary” means, with respect to any Person, any Restricted Subsidiary of such Person that is not organized or existing under the laws of the United States, any State thereof, the District of Columbia, or any territory thereof and any Restricted Subsidiary of such Foreign Subsidiary.

“GAAP” means generally accepted accounting principles in the United States which are in effect on the Issue Date.

“Global Note Legend” means the legend set forth in Section 2.06(g)(ii) hereof, which is required to be placed on all Global Notes issued under this Indenture.

“Global Notes” means, individually and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes, substantially in the form of Exhibit A hereto, issued in accordance with Section 2.01, 2.06(b), 2.06(d) or 2.06(f) hereof.

 “Government Securities” means securities that are:

(1)           direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged; or

(2)           obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America,

which, in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depository receipt.

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“guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations.

“Guarantee” means the guarantee by any Guarantor of the Issuers’ Obligations under this Indenture.

“Guarantor” means, each Restricted Subsidiary that Guarantees the Notes in accordance with the terms of this Indenture and its successors and assigns, until released from its obligations under its Guarantee in accordance with the terms of this Indenture.

                “Hedging Obligations” means, with respect to any Person, the obligations of such Person under any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, commodity swap agreement, commodity cap agreement, commodity collar agreement, foreign exchange contract, currency swap agreement or similar agreement providing for the transfer or mitigation of interest rate or currency risks either generally or under specific contingencies.

“Holder” means the Person in whose name a Note is registered on the Registrar’s books.

“Indebtedness” means, with respect to any Person, without duplication:

(1)           any indebtedness of such Person, whether or not contingent:

(a)           in respect of borrowed money;

(b)           evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without duplication, reimbursement agreements in respect thereof);

(c)           representing the balance deferred and unpaid of the purchase price of any property (including Capitalized Lease Obligations), except (i) any such balance that constitutes a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business and (ii) any earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP; or

(d)           representing any Hedging Obligations,

if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP;

(2)           to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the obligations of the type referred to in clause (1) of a third Person (whether or not such items would appear upon the balance sheet of the such obligor or guarantor), other than by endorsement of negotiable instruments for collection in the ordinary course of business; and

(3)           to the extent not otherwise included, the obligations of the type referred to in clause (1) of a third Person secured by a Lien on any asset owned by such first Person, whether or not such Indebtedness is assumed by such first Person;

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provided, however, that notwithstanding the foregoing, Indebtedness shall be deemed not to include (a) Contingent Obligations incurred in the ordinary course of business or (b) obligations under or in respect of Receivables Facilities.

“Indenture” means this Indenture, as amended or supplemented from time to time.

“Independent Financial Advisor” means an accounting, appraisal, investment banking firm or consultant to Persons engaged in Similar Businesses of nationally recognized standing that is, in the good faith judgment of the Company, qualified to perform the task for which it has been engaged.

“Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a Participant.

“Initial Notes” has the meaning set forth in the recitals hereto.

“Initial Purchasers” means Banc of America Securities LLC and Credit Suisse Securities (USA) LLC.

“Interest Payment Date” means May 15 and November 15 of each year to stated maturity.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency.

“Investment Grade Securities” means:

(1)           securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than Cash Equivalents);

(2)           debt securities or debt instruments with an Investment Grade Rating, but excluding any debt securities or instruments constituting loans or advances among the Company and its Subsidiaries;

(3)           investments in any fund that invests exclusively in investments of the type described in clauses (1) and (2) which fund may also hold immaterial amounts of cash pending investment or distribution; and

(4)            corresponding instruments in countries other than the United States customarily utilized for high quality investments.

“Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit, advances to customers, commission, travel and similar advances to officers and employees, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of the Company in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property.  For purposes of the definition of “Unrestricted Subsidiary” and Section 4.07 hereof:

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(1)           “Investments” shall include the portion (proportionate to the Company’s equity interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of the Company at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Company shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to:

(a)           the Company’s “Investment” in such Subsidiary at the time of such redesignation; less

(b)           the portion (proportionate to the Company’s Equity Interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation; and

(2)            any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the Company.

“Investors” means The Blackstone Group and each of its Affiliates, but not including any of its portfolio companies.

“Issue Date” means November 3, 2006.

“Issuers” has the meaning set forth in the recitals hereto until a successor Person or Persons shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Issuers” shall mean such successor Person or Persons.

“Issuers’ Order” means a written request or order signed on behalf of each Issuer by an Officer of such Issuer, who must be the principal executive officer, the principal financial officer, the treasurer, the principal accounting officer or an executive vice president of such Issuer, and delivered to the Trustee.

“Legal Holiday” means a Saturday, a Sunday or a day on which commercial banking institutions are not required to be open in the State of New York.

“Letter of Transmittal” means the letter of transmittal to be prepared by the Issuers and sent to all Holders of the Notes for use by such Holders in connection with the Exchange Offer.

“Lien” means, with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, charge, security interest, preference, priority or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided that in no event shall an operating lease be deemed to constitute a Lien.

“Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency business.

“Net Income” means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends.

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“Net Proceeds” means the aggregate cash proceeds received by the Company or any of its Restricted Subsidiaries in respect of any Asset Sale, including any cash received upon the sale or other disposition of any Designated Non-cash Consideration received in any Asset Sale, net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated Non-cash Consideration, including legal, accounting and investment banking fees, and brokerage and sales commissions, any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), amounts required to be applied to the repayment of principal, premium, if any, and interest on Senior Indebtedness required (other than required by clause (1) of Section 4.10(b) hereof) to be paid as a result of such transaction and any deduction of appropriate amounts to be provided by the Company or any of its Restricted Subsidiaries as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Company or any of its Restricted Subsidiaries after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction.

“Non-U.S. Person” means a Person who is not a U.S. Person.

“Notes” means the Initial Notes and more particularly means any Note authenticated and delivered under this Indenture.  For all purposes of this Indenture, the term “Notes” shall also include any Additional Notes that may be issued under a supplemental indenture.  For purposes of this Indenture, all references to Notes to be issued or authenticated upon transfer, replacement or exchange shall be deemed to refer to Notes of the applicable series.

“Obligations” means any principal, interest (including any interest accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and banker’s acceptances), damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness.

“Offering Memorandum” means the offering memorandum, dated October 30, 2006, relating to the sale of the Initial Notes.

“Officer” means the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer, the Chief Operating Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of the applicable Issuer.

“Officer’s Certificate” means a certificate signed on behalf of an Issuer by an Officer of such Issuer, who must be the principal executive officer, the principal financial officer, the treasurer, the principal accounting officer or executive vice president of such Issuer that meets the requirements set forth in this Indenture.

“Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the Trustee.  The counsel may be an employee of or counsel to the Company, a Subsidiary of the Company or the Trustee.

“Participant” means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream, respectively (and, with respect to DTC, shall include Euroclear and Clearstream).

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“Permitted Asset Swap” means the concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and cash or Cash Equivalents between the Company or any of its Restricted Subsidiaries and another Person; provided, that any cash or Cash Equivalents received must be applied in accordance with Section 4.10 hereof.

“Permitted Holders” means each of the Investors and members of management of the Company (or its direct parent) on the Issue Date who are holders of Equity Interests of the Company (or any of its direct or indirect parent companies) and any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) of which any of the foregoing are members; provided that, in the case of such group and without giving effect to the existence of such group or any other group, such Investors and members of management, collectively, have beneficial ownership of more than 50% of the total voting power of the Voting Stock of the Company or any of its direct or indirect parent companies.

“Permitted Investment” means:

(1)           any Investment in the Company or any of its Restricted Subsidiaries;

(2)           any Investment in cash and Cash Equivalents or Investment Grade Securities;

(3)           any Investment by the Company or any of its Restricted Subsidiaries in a Person that is engaged in a Similar Business if as a result of such Investment:

(a)           such Person becomes a Restricted Subsidiary; or

(b)           such Person, in one transaction or a series of related transactions, is merged or consolidated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary,

and, in each case, any Investment held by such Person; provided, that such Investment was not acquired by such Person in contemplation of such acquisition, merger, consolidation or transfer;

(4)           any Investment in securities or other assets not constituting cash and Cash Equivalents and received in connection with an Asset Sale made pursuant to the provisions of Section 4.10 hereof or any other disposition of assets not constituting an Asset Sale;

(5)           any Investment existing on the Issue Date;

(6)           any Investment acquired by the Company or any of its Restricted Subsidiaries:

(a)           in exchange for any other Investment or accounts receivable held by the Company or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable; or

(b)           as a result of a foreclosure by the Company or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

(7)           Hedging Obligations permitted under clause (10) of Section 4.09(b) hereof;

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(8)           any Investment in a Similar Business having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (8) that are at that time outstanding, not to exceed 2.5% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

(9)           Investments the payment for which consists of Equity Interests (exclusive of Disqualified Stock) of the Company, or any of its direct or indirect parent companies; provided, however, that such Equity Interests will not increase the amount available for Restricted Payments under clause (3) of Section 4.07(a) hereof;

(10)         guarantees of Indebtedness of the Company and any Restricted Subsidiary permitted under Section 4.09 hereof;

(11)         any transaction to the extent it constitutes an Investment that is permitted and made in accordance with the provisions of Section 4.11(b) hereof (except transactions described in clauses (2), (5) and (9) of Section 4.11(b) hereof);

(12)         Investments consisting of purchases and acquisitions of inventory, supplies, material or equipment;

(13)         additional Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (13) that are at that time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities), not to exceed 3.5% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value); provided that the Total Leverage Ratio of the Company is less than 6.00 to 1.00 on a pro forma basis after giving effect to such Investment;

(14)         Investments relating to a Receivables Subsidiary that, in the good faith determination of the Company are necessary or advisable to effect any Receivables Facility;

(15)         advances to, or guarantees of Indebtedness of, employees not in excess of $6.0 million outstanding at any one time, in the aggregate;

(16)         loans and advances to officers, directors and employees for business-related travel expenses, moving expenses and other similar expenses, in each case incurred in the ordinary course of business or consistent with past practices or to fund such Person’s purchase of Equity Interests of the Company or any direct or indirect parent company thereof; and

(17)         loans and advances to independent sales persons against commissions not in excess of $4.0 million outstanding at any one time, in the aggregate.

“Permitted Junior Securities” means:

(1)           Equity Interests in an Issuer, any Guarantor or any direct or indirect parent of the Company; or

(2)           unsecured debt securities that are subordinated to all Senior Indebtedness (and any debt securities issued in exchange for Senior Indebtedness) to substantially the same extent

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as, or to a greater extent than, the Notes and the related Guarantees are subordinated to Senior Indebtedness under this Indenture;

provided that the term “Permitted Junior Securities” shall not include any securities distributed pursuant to a plan of reorganization if the Indebtedness under the Senior Credit Facilities is treated as part of the same class as the Notes for purposes of such plan of reorganization; provided further that to the extent that any Senior Indebtedness of an Issuer or the Guarantors outstanding on the date of consummation of any such plan of reorganization is not paid in full in cash on such date, the holders of any such Senior Indebtedness not so paid in full in cash have consented to the terms of such plan of reorganization.

“Permitted Liens” means, with respect to any Person:

(1)           pledges or deposits by such Person under workmen’s compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or U.S. government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case incurred in the ordinary course of business;

(2)           Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens, in each case for sums not yet overdue for a period of more than 30 days or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

(3)           Liens for taxes, assessments or other governmental charges not yet overdue for a period of more than 30 days or payable or subject to penalties for nonpayment or which are being contested in good faith by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

(4)           Liens in favor of issuers of performance and surety bonds or bid bonds or with respect to other regulatory requirements or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business;

(5)           minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties or Liens incidental, to the conduct of the business of such Person or to the ownership of its properties which were not incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

(6)           Liens existing on the Issue Date;

(7)           Liens on property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided, however, such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided further, however, that such Liens may not extend to any other property owned by the Company or any of its Restricted Subsidiaries;

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(8)           Liens on property at the time the Company or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger or consolidation with or into the Company or any of its Restricted Subsidiaries; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition; provided further, however, that the Liens may not extend to any other property owned by the Company or any of its Restricted Subsidiaries;

(9)           Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Company or another Restricted Subsidiary permitted to be incurred in accordance with Section 4.09 hereof;

(10)         Liens securing Hedging Obligations so long as related Indebtedness is, and is permitted to be under this Indenture, secured by a Lien on the same property securing such Hedging Obligations;

(11)         Liens on specific items of inventory of other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(12)         leases, subleases, licenses or sublicenses granted to others in the ordinary course of business which do not materially interfere with the ordinary conduct of the business of the Company or any of its Restricted Subsidiaries and do not secure any Indebtedness;

(13)         Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by the Company and its Restricted Subsidiaries in the ordinary course of business;

(14)         Liens in favor of the Company, the Co-Issuer or any Guarantor;

(15)         Liens on equipment of the Company or any of its Restricted Subsidiaries granted in the ordinary course of business to the Company’s clients;

(16)         Liens on accounts receivable and related assets incurred in connection with a Receivables Facility;

(17)         Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancing, refunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (6), (7) and (8); provided, however, that (a) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property), and (b) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (i) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (6), (7) and (8) at the time the original Lien became a Permitted Lien under this Indenture, and (ii) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement;

(18)         deposits made in the ordinary course of business to secure liability to insurance carriers;

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(19)         other Liens securing obligations incurred in the ordinary course of business which obligations do not exceed $15.0 million at any one time outstanding;

(20)         Liens securing judgments for the payment of money not constituting an Event of Default under clause (5) under Section 6.01 hereof so long as such Liens are adequately bonded and any appropriate legal proceedings that may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such proceedings may be initiated has not expired;

(21)         Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;

(22)         Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code or any comparable or successor provision on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business, and (iii) in favor of banking institutions arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;

(23)         Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 4.09 hereof; provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement;

(24)         Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; and

(25)         Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Company or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Company and its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Company or any of its Restricted Subsidiaries in the ordinary course of business.

For purposes of this definition, the term “Indebtedness” shall be deemed to include interest on such Indebtedness.

“Person” means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

“Preferred Stock” means any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution, or winding up.

“Private Placement Legend” means the legend set forth in Section 2.06(g)(i) hereof to be placed on all Notes issued under this Indenture, except where otherwise permitted by the provisions of this Indenture.

“QIB” means a “qualified institutional buyer” as defined in Rule 144A.

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“Qualified Proceeds” means assets that are used or useful in, or Capital Stock of any Person engaged in, a Similar Business; provided that the fair market value of any such assets or Capital Stock shall be determined by the Company in good faith.

“Rating Agencies” means Moody’s and S&P or if Moody’s or S&P or both shall not make a rating on the Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Issuers which shall be substituted for Moody’s or S&P or both, as the case may be.

“Receivables Facility” means any of one or more receivables financing facilities as amended, supplemented, modified, extended, renewed, restated or refunded from time to time, the Obligations of which are non-recourse (except for customary representations, warranties, covenants and indemnities made in connection with such facilities) to the Company or any of its Restricted Subsidiaries (other than a Receivables Subsidiary) pursuant to which the Company or any of its Restricted Subsidiaries sells its accounts receivable to either (a) a Person that is not a Restricted Subsidiary or (b) a Receivables Subsidiary that in turn sells its accounts receivable to a Person that is not a Restricted Subsidiary.

“Receivables Fees” means distributions or payments made directly or by means of discounts with respect to any accounts receivable or participation interest therein issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Receivables Facility.

“Receivables Subsidiary” means any Subsidiary formed for the purpose of, and that solely engages only in one or more Receivables Facilities and other activities reasonably related thereto.

“Record Date” for the interest or Additional Interest, if any, payable on any applicable Interest Payment Date means May 1 or November 1 (whether or not a Business Day) next preceding such Interest Payment Date.

“Registration Rights Agreement” means the Registration Rights Agreement with respect to the Notes dated as of the Issue Date, among the Issuers, the Guarantors and the Initial Purchasers, as such agreement may be amended, modified or supplemented from time to time and, with respect to any Additional Notes, one or more registration rights agreements among the Issuers and the other parties thereto, as such agreement(s) may be amended, modified or supplemented from time to time, relating to rights given by the Issuers to the purchasers of Additional Notes to register such Additional Notes under the Securities Act.

“Regulation S” means Regulation S promulgated under the Securities Act.

“Regulation S Global Note” means a Regulation S Temporary Global Note or Regulation S Permanent Global Note, as applicable.

“Regulation S Permanent Global Note” means a permanent Global Note in the form of Exhibit A hereto, bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Regulation S Temporary Global Note upon expiration of the Restricted Period.

“Regulation S Temporary Global Note” means a temporary Global Note in the form of Exhibit A hereto, bearing the Global Note Legend, the Private Placement Legend and the Regulation S Temporary Global Note Legend and deposited with or on behalf of and registered in the name of the Depositary

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or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes initially sold in reliance on Rule 903.

“Regulation S Temporary Global Note Legend” means the legend set forth in Section 2.06(g)(iii) hereof.

“Related Business Assets” means assets (other than cash or Cash Equivalents) used or useful in a Similar Business, provided that any assets received by the Company or a Restricted Subsidiary in exchange for assets transferred by the Company or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

“Representative” means any trustee, agent or representative (if any) for an issue of Senior Indebtedness of the Issuers.

“Responsible Officer” means, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such Person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

“Restricted Definitive Note” means a Definitive Note bearing the Private Placement Legend.

“Restricted Global Note” means a Global Note bearing the Private Placement Legend.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Period” means the 40-day distribution compliance period as defined in Regulation S.

“Restricted Subsidiary” means, at any time, any direct or indirect Subsidiary of the Company (including the Co-Issuer and any Foreign Subsidiary) that is not then an Unrestricted Subsidiary; provided, however, that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of “Restricted Subsidiary.”

“Rule 144” means Rule 144 promulgated under the Securities Act.

“Rule 144A” means Rule 144A promulgated under the Securities Act.

“Rule 903” means Rule 903 promulgated under the Securities Act.

“Rule 904” means Rule 904 promulgated under the Securities Act.

“S&P” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and any successor to its rating agency business.

“Sale and Lease-Back Transaction” means any arrangement providing for the leasing by the Company or any of its Restricted Subsidiaries of any real or tangible personal property, which property

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has been or is to be sold or transferred by the Company or such Restricted Subsidiary to a third Person in contemplation of such leasing.

“SEC” means the U.S. Securities and Exchange Commission.

“Secured Indebtedness” means any Indebtedness of the Company or any of its Restricted Subsidiaries secured by a Lien.

“Secured Indebtedness Amount” means, on any date, an amount equal to the aggregate amount of the EBITDA of the Company for the four fiscal quarters for which internal financial statements are available immediately preceding such date times 5.0, with such pro forma adjustments to EBITDA as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Senior Credit Facilities” means the Credit Facility under the Credit Agreement to be entered into as of the Issue Date by and among the Company, Encore Medical Holdings Corp., the Guarantors, the lenders party thereto in their capacities as lenders thereunder and Bank of America, N.A., as Administrative Agent, including any guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements, refundings or refinancings thereof and any indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or investors that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under Section 4.09 hereof).

“Senior Indebtedness” means:

(1)           all Indebtedness of the Issuers or any Guarantor outstanding under the Senior Credit Facilities (including interest accruing on or after the filing of any petition in bankruptcy or similar proceeding or for reorganization of the Issuers or any Guarantor (at the rate provided for in the documentation with respect thereto, regardless of whether or not a claim for post-filing interest is allowed in such proceedings)), and any and all other fees, expense reimbursement obligations, indemnification amounts, penalties, and other amounts (whether existing on the Issue Date or thereafter created or incurred) and all obligations of the Issuers or any Guarantor to reimburse any bank or other Person in respect of amounts paid under letters of credit, acceptances or other similar instruments;

(2)           all Hedging Obligations (and guarantees thereof) owing to a Lender (as defined in the Senior Credit Facilities) or any Affiliate of such Lender (or any Person that was a Lender or an Affiliate of such Lender at the time the applicable agreement giving rise to such Hedging Obligation was entered into), provided that such Hedging Obligations are permitted to be incurred under the terms of this Indenture;

(3)           any other Indebtedness of the Issuers or any Guarantor permitted to be incurred under the terms of this Indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is on a parity with or subordinated in right of payment to the Notes or any related Guarantee; and

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(4)all Obligations with respect to the items listed in the preceding clauses (1), (2) and (3);

provided, however, that Senior Indebtedness shall not include:

(a)any obligation of such Person to the Issuers or any of their Subsidiaries;

(b)any liability for federal, state, local or other taxes owed or owing by such Person;

(c)any accounts payable or other liability to trade creditors arising in the ordinary course of business;

(d)any Indebtedness or other Obligation of such Person which is subordinate or junior in any respect to any other Indebtedness or other Obligation of such Person;

(e)that portion of any Indebtedness which at the time of incurrence is incurred in violation of this Indenture; provided, however that such Indebtedness shall be deemed not to have been incurred in violation of this Indenture for purposes of this clause if such Indebtedness consists of Designated Senior Indebtedness, and the holder(s) of such Indebtedness or their agent or representative (i) had no actual knowledge at the time of incurrence that the incurrence of such Indebtedness violated this Indenture and (ii) shall have received a certificate from an officer of the Company to the effect that the incurrence of such Indebtedness does not violate the provisions of this Indenture; or

(f)any  obligation under the Existing Senior Subordinated Notes.

“Senior Subordinated Indebtedness” means:

(1)with respect to the Issuers, Indebtedness which ranks equal in right of payment to the Notes issued by the Issuers; and

(2)with respect to any Guarantor, Indebtedness which ranks equal in right of payment to the Guarantee of such entity of Notes.

 “Shelf Registration Statement” means the Shelf Registration Statement as defined in the Registration Rights Agreement.

“Significant Subsidiary” means (i) the Co-Issuer and (ii) any Restricted Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the Issue Date.

“Similar Business” means any business conducted or proposed to be conducted by the Company and its Restricted Subsidiaries on the Issue Date or any business that is similar, reasonably related, incidental or ancillary thereto.

“Sponsor Management Agreement” means the management agreement between certain of the management companies associated with the Investors and the Company and/or one of its direct or indirect parent companies as in effect on the Issue Date.

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“Subordinated Indebtedness” means, with respect to the Notes,

(1)any Indebtedness of the Issuers which is by its terms subordinated in right of payment to the Notes, and

(2)any Indebtedness of any Guarantor which is by its terms subordinated in right of payment to the Guarantee of such entity of the Notes

“Subsidiary” means, with respect to any Person:

(1)any corporation, association, or other business entity (other than a partnership, joint venture, limited liability company or similar entity) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof or is consolidated under GAAP with such Person at such time; and

(2)any partnership, joint venture, limited liability company or similar entity of which

(a)more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership or otherwise, and

(b)such Person or any Restricted Subsidiary of such Person is a general partner or otherwise controls such entity.

“Total Assets” means the total assets of the Company, except where expressly provided otherwise, and its Restricted Subsidiaries on a consolidated basis, as shown on the most recent balance sheet of such other Person.

“Total Leverage Ratio” means on any date of determination, the ratio of (1) the aggregate amount of Indebtedness of the Company and its Restricted Subsidiaries on a consolidated basis outstanding on such date, to (2) the aggregate amount of EBITDA of the Company and its Restricted Subsidiaries for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding such date, with such pro forma adjustments to Indebtedness and EBITDA as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio.

“Total Tangible Assets” of any Person means the total assets of such Person and its Restricted Subsidiaries (less applicable depreciation, amortization and other valuation reserves) on a consolidated basis, after deducting therefrom all goodwill, tradenames, trademarks, patents, unamortized debt discount and expense and other like intangibles, all as shown on the most recent balance sheet of such Person.

“Transaction” means the merger contemplated by the Transaction Agreement, the issuance of the Notes and borrowings under the Senior Credit Facilities on the Issue Date to finance the merger and repay certain debt as described in the Offering Memorandum under “Transactions.”

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“Transaction Agreement” means the Agreement and Plan of Merger, dated as of June 30, 2006, by and among Grand Slam Holdings, LLC, Grand Slam Acquisition Corp. and Encore Medical Corporation, as the same may be amended prior to the Issue Date.

“Treasury Rate” means, as of any Redemption Date, the yield to maturity as of such Redemption Date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the Redemption Date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the Redemption Date to November 15, 2010; provided, however, that if the period from the Redemption Date to November 15, 2010 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended (15 U.S.C §§ 77aaa-777bbbb).

“Trustee” means The Bank of New York, a New York banking corporation, as trustee, until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder.

“Unrestricted Definitive Note” means one or more Definitive Notes that do not bear and are not required to bear the Private Placement Legend.

“Unrestricted Global Note” means a permanent Global Note, substantially in the form of Exhibit A attached hereto, that bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, and that is deposited with or on behalf of and registered in the name of the Depositary, representing Notes that do not bear the Private Placement Legend.

“Unrestricted Subsidiary” means:

(1)any Subsidiary of the Company which at the time of determination is an Unrestricted Subsidiary (as designated by the Company, as provided below); and

(2)any Subsidiary of an Unrestricted Subsidiary.

The Company may designate any Subsidiary of the Company, other than the Co-Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Company or any Subsidiary of the Company (other than solely any Subsidiary of the Subsidiary to be so designated); provided that

(1)any Unrestricted Subsidiary must be an entity of which the Equity Interests entitled to cast at least a majority of the votes that may be cast by all Equity Interests having ordinary voting power for the election of directors or Persons performing a similar function are owned, directly or indirectly, by the Company;

(2)such designation complies with Section 4.07 hereof; and

(3)each of:

(a)the Subsidiary to be so designated; and

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(b)its Subsidiaries

has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Company or any Restricted Subsidiary.

The Company may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation, no Default shall have occurred and be continuing and either:

(1)the Company could incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test described in Section 4.09(a) hereof; or

(2)the Fixed Charge Coverage Ratio for the Company and its Restricted Subsidiaries would be greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such designation,

in each case on a pro forma basis taking into account such designation.

Any such designation by the Company shall be notified by the Company to the Trustee by promptly filing with the Trustee a copy of the resolution of the board of directors of the Company or any committee thereof giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provisions.

“U.S. Person” means a U.S. person as defined in Rule 902(k) under the Securities Act.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the board of directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing:

(1)the sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or Preferred Stock multiplied by the amount of such payment; by

(2)the sum of all such payments.

“Wholly-Owned Subsidiary” of any Person means a Subsidiary of such Person, 100% of the outstanding Equity Interests of which (other than directors’ qualifying shares) shall at the time be owned by such Person or by one or more Wholly-Owned Subsidiaries of such Person.

Section 1.02Other Definitions.

Term	Defined in Section
“Acceptable Commitment”	4.10
“Affiliate Transaction”	4.11
“Asset Sale Offer”	4.10

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Term	Defined in Section
“Authentication Order”	2.02
“Blockage Notice”	10.03
“Change of Control Offer”	4.14
“Change of Control Payment”	4.14
“Change of Control Payment Date”	4.14
“Covenant Defeasance”	8.03
“DTC”	2.03
“Event of Default”	6.01
“Excess Proceeds”	4.10
“Guarantee Blockage Notice”	12.03
“Guarantee Payment Blockage Period”	12.03
“Guarantor Payment Default”	12.03
“incur”	4.09
“Legal Defeasance”	8.02
“Non-Guarantor Payment Default”	12.03
“Non-Payment Default”	10.03
“Note Register”	2.03
“Offer Amount”	3.09
“Offer Period”	3.09
“Pari Passu Indebtedness”	4.10
“pay its Guarantee”	12.03
“pay the Notes”	10.03
“Paying Agent”	2.03
“Payment Blockage Period”	10.03
“Payment Default”	10.03
“Purchase Date”	3.09
“Redemption Date”	3.07
“Refinancing Indebtedness”	4.09
“Refunding Capital Stock”	4.07
“Registrar”	2.03
“Restricted Payments”	4.07
“Second Commitment”	4.10
“Successor Company”	5.01
“Successor Person”	5.01
“Treasury Capital Stock”	4.07

Section 1.03Incorporation by Reference of Trust Indenture Act.

Whenever this Indenture refers to a provision of the Trust Indenture Act, the provision is incorporated by reference in and made a part of this Indenture.

The following Trust Indenture Act terms used in this Indenture have the following meanings:

“indenture securities” means the Notes;

“indenture security Holder” means a Holder of a Note;

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“indenture to be qualified” means this Indenture;

“indenture trustee” or “institutional trustee” means the Trustee; and

“obligor” on the Notes and the Guarantees means the Issuers and the Guarantors, respectively, and any successor obligor upon the Notes and the Guarantees, respectively.

All other terms used in this Indenture that are defined by the Trust Indenture Act, defined by Trust Indenture Act reference to another statute or defined by SEC rule under the Trust Indenture Act have the meanings so assigned to them.

Section 1.04Rules of Construction.

Unless the context otherwise requires:

(a)a term has the meaning assigned to it;

(b)an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(c)“or” is not exclusive;

(d)words in the singular include the plural, and in the plural include the singular;

(e)“will” shall be interpreted to express a command;

(f)provisions apply to successive events and transactions;

(g)references to sections of, or rules under, the Securities Act shall be deemed to include substitute, replacement or successor sections or rules adopted by the SEC from time to time;

(h)unless the context otherwise requires, any reference to an “Article,” “Section” or “clause” refers to an Article, Section or clause, as the case may be, of this Indenture; and

(i)the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not any particular Article, Section, clause or other subdivision.

Section 1.05Acts of Holders.

(a)Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing.  Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or record or both are delivered to the Trustee and, where it is hereby expressly required, to the Issuers.  Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, shall be sufficient for any purpose of this Indenture and (subject to Section 7.01) conclusive in favor of the Trustee and the Issuers, if made in the manner provided in this Section 1.05.

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(b)The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof.  Where such execution is by or on behalf of any legal entity other than an individual, such certificate or affidavit shall also constitute proof of the authority of the Person executing the same.  The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner that the Trustee deems sufficient.

(c)The ownership of Notes shall be proved by the Note Register.

(d)Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Note shall bind every future Holder of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of any action taken, suffered or omitted by the Trustee or the Issuers in reliance thereon, whether or not notation of such action is made upon such Note.

(e)The Issuers may, in the circumstances permitted by the Trust Indenture Act, set a record date for purposes of determining the identity of Holders entitled to give any request, demand, authorization, direction, notice, consent, waiver or take any other act, or to vote or consent to any action by vote or consent authorized or permitted to be given or taken by Holders.  Unless otherwise specified, if not set by the Issuers prior to the first solicitation of a Holder made by any Person in respect of any such action, or in the case of any such vote, prior to such vote, any such record date shall be the later of 30 days prior to the first solicitation of such consent or the date of the most recent list of Holders furnished to the Trustee prior to such solicitation.

(f)Without limiting the foregoing, a Holder entitled to take any action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents, each of which may do so pursuant to such appointment with regard to all or any part of such principal amount.  Any notice given or action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.

(g)Without limiting the generality of the foregoing, a Holder, including DTC that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders, and DTC as the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such depositary’s standing instructions and customary practices.

(h)The Issuers may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by DTC entitled under the procedures of such depositary to make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders.  If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such request, demand, authorization, direction, notice, consent, waiver or other action, whether or not such Holders remain Holders after such record date.  No such request, demand, authorization, direction, notice, consent, waiver or other action shall be valid or effective if made, given or taken more than 90 days after such record date.

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ARTICLE 2

THE NOTES

Section 2.01Form and Dating; Terms.

(a)General.  The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto.  The Notes may have notations, legends or endorsements required by law, stock exchange rules or usage.  Each Note shall be dated the date of its authentication.  The Notes shall be in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

(b)Global Notes.  Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto).  Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto).  Each Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions.  Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.

(c)Temporary Global Notes.   Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided.  The Restricted Period shall be terminated upon the receipt by the Trustee of:

(i) a written certificate from the Depositary, together with copies of certificates from Euroclear and Clearstream certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who shall take delivery of a beneficial ownership interest in a 144A Global Note bearing a Private Placement Legend, all as contemplated by Section 2.06(b) hereof); and

(ii) an Officer’s Certificate from the Issuers.

Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures.  Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note.  The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

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(d)Terms.  The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited.

The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuers, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby.  However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

The Notes shall be subject to repurchase by the Issuers pursuant to an Asset Sale Offer as provided in Section 4.10 hereof or a Change of Control Offer as provided in Section 4.14 hereof.  The Notes shall not be redeemable, other than as provided in Article 3.

Additional Notes ranking pari passu with the Initial Notes may be created and issued from time to time by the Issuers without notice to or consent of the Holders and shall be consolidated with and form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes; provided that the Issuers’ ability to issue Additional Notes shall be subject to the Issuers’ compliance with Section 4.09 hereof.  Any Additional Notes shall be issued with the benefit of an indenture supplemental to this Indenture.

(e)Euroclear and Clearstream Procedures Applicable.  The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes that are held by Participants through Euroclear or Clearstream.

Section 2.02Execution and Authentication.

At least one Officer of each Issuer shall execute the Notes on behalf of such Issuer by manual or facsimile signature.

If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid.

A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, by the manual or facsimile signature of the Trustee.  The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture.

On the Issue Date, the Trustee shall, upon receipt of an Issuers’ Order (an “Authentication Order”), authenticate and deliver the Initial Notes.  In addition, at any time, from time to time, the Trustee shall upon an Authentication Order authenticate and deliver any Additional Notes and Exchange Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes or Exchange Notes issued hereunder.

The Trustee may appoint an authenticating agent acceptable to the Issuers to authenticate Notes.  An authenticating agent may authenticate Notes whenever the Trustee may do so.  Each reference in this Indenture to authentication by the Trustee includes authentication by such agent.  An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Issuers.

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Section 2.03Registrar and Paying Agent.

The Issuers shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”) and an office or agency where Notes may be presented for payment (“Paying Agent”).  The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchange.  The Issuers may appoint one or more co-registrars and one or more additional paying agents.  The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent.  The Issuers may change any Paying Agent or Registrar without prior notice to any Holder.  The Issuers shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture.  If the Issuers fail to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such.  The Company or any of its Subsidiaries may act as Paying Agent or Registrar.

The Issuers initially appoint The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes.

The Issuers initially appoint the Trustee to act as the Paying Agent and Registrar for the Notes and to act as Custodian with respect to the Global Notes.

Section 2.04Paying Agent to Hold Money in Trust.

The Issuers shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or Additional Interest, if any, or interest on the Notes, and will notify the Trustee of any default by the Issuers in making any such payment.  While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee.  The Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee.  Upon payment over to the Trustee, the Paying Agent (if other than an Issuer or a Subsidiary) shall have no further liability for the money.  If an Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent.  Upon any bankruptcy or reorganization proceedings relating to the Issuers, the Trustee shall serve as Paying Agent for the Notes.

Section 2.05Holder Lists.

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with Trust Indenture Act Section 312(a).  If the Trustee is not the Registrar, the Issuers shall furnish to the Trustee at least two Business Days before each Interest Payment Date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of Notes and the Issuers shall otherwise comply with Trust Indenture Act Section 312(a).

Section 2.06Transfer and Exchange.

(a)Transfer and Exchange of Global Notes.  Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor Depositary or a nominee of such successor Depositary.  A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless (i) the Depositary (x) notifies the Issuers that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed

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by the Issuers within 120 days or (ii) there shall have occurred and be continuing an Event of Default with respect to the Notes.  Upon the occurrence of any of the preceding events in (i) or (ii) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures).  Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof.  Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events in (i) or (ii) above and pursuant to Section 2.06(c) hereof.  A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

(b)Transfer and Exchange of Beneficial Interests in the Global Notes.  The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures.  Beneficial interests in the Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act.  Transfers of beneficial interests in the Global Notes also shall require compliance with either subparagraph (i) or (ii) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:

(i)Transfer of Beneficial Interests in the Same Global Note.  Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend; provided, however, that prior to the expiration of the Restricted Period, transfers of beneficial interests in the Regulation S Temporary Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser).  Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note.  No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(i).

(ii)All Other Transfers and Exchanges of Beneficial Interests in Global Notes.  In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(i) hereof, the transferor of such beneficial interest must deliver to the Registrar either (A) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase or (B) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (1) above; provided that in no event shall Definitive Notes be issued upon the transfer or exchange of beneficial interests in the Regulation S Temporary Global Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903.  Upon consummation of an Exchange Offer by the Issuers in accordance with Section 2.06(f) hereof, the requirements of this Section 2.06(b)(ii) shall be deemed to have been

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satisfied upon receipt by the Registrar of the instructions contained in the Letter of Transmittal delivered by the Holder of such beneficial interests in the Restricted Global Notes.  Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(h) hereof.

(iii)Transfer of Beneficial Interests to Another Restricted Global Note.  A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.06(b)(ii) hereof and the Registrar receives the following:

(A)if the transferee will take delivery in the form of a beneficial interest in the 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; or

(B)if the transferee will take delivery in the form of a beneficial interest in the Regulation S Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof.

(iv)Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note.  A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.06(b)(ii) hereof and:

(A)such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuers;

(B)such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C)such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

(D)the Registrar receives the following:

(1)if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or

(2)if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note,

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a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

If any such transfer is effected pursuant to subparagraph (B) or (D) above at a time when an Unrestricted Global Note has not yet been issued, the Issuers shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (B) or (D) above.

Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note.

(c)Transfer or Exchange of Beneficial Interests for Definitive Notes.

(i)Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes.  If any holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon the occurrence of any of the events in paragraph (i) or (ii) of Section 2.06(a) hereof and receipt by the Registrar of the following documentation:

(A)if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof;

(B)if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(C)if such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2) thereof;

(D)if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof;

(E)if such beneficial interest is being transferred to the Company or any of its Restricted Subsidiaries, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or

(F)if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof,

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the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuers shall execute and the Trustee shall authenticate and mail to the Person designated in the instructions a Definitive Note in the applicable principal amount.  Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant.  The Trustee shall mail such Definitive Notes to the Persons in whose names such Notes are so registered.  Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(i) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

(ii)Beneficial Interests in Regulation S Temporary Global Note to Definitive Notes.   Notwithstanding Sections 2.06(c)(i)(A) and (C) hereof, a beneficial interest in the Regulation S Temporary Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes delivery thereof in the form of a Definitive Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) of the Securities Act, except in the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904.

(iii)Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes.  A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only upon the occurrence of any of the events in subsection (i) or (ii) of Section 2.06(a) hereof and if:

(A)such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuers;

(B)such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C)such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

(D)the Registrar receives the following:

(1)if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or

(2)if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar

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to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(iv)Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes.  If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon the occurrence of any of the events in subsection (i) or (ii) of Section 2.06(a) hereof and satisfaction of the conditions set forth in Section 2.06(b)(ii) hereof, the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuers shall execute and the Trustee shall authenticate and mail to the Person designated in the instructions a Definitive Note in the applicable principal amount.  Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iv) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from or through the Depositary and the Participant or Indirect Participant.  The Trustee shall mail such Definitive Notes to the Persons in whose names such Notes are so registered.  Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iv) shall not bear the Private Placement Legend.

(d)Transfer and Exchange of Definitive Notes for Beneficial Interests.

(i)Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes.  If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:

(A)if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;

(B)if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(C)if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2) thereof;

(D)if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof;

(E)if such Restricted Definitive Note is being transferred to the Company or any of its Restricted Subsidiaries, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or

(F)if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof,

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the Trustee shall cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the applicable Restricted Global Note, in the case of clause (B) above, the applicable 144A Global Note, and in the case of clause (C) above, the applicable Regulation S Global Note.

(ii)Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes.  A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if:

(A)such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuers;

(B)such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C)such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

(D)the Registrar receives the following:

(1)if the Holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or

(2)if the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(ii), the Trustee shall cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note.

(iii)Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes.  A Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time.  Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes.

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If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraph (ii)(B), (ii)(D) or (iii) above at a time when an Unrestricted Global Note has not yet been issued, the Issuers shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred.

(e)Transfer and Exchange of Definitive Notes for Definitive Notes.  Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the Registrar shall register the transfer or exchange of Definitive Notes.  Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing.  In addition, the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e):

(i)Restricted Definitive Notes to Restricted Definitive Notes.  Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:

(A)if the transfer will be made pursuant to a QIB in accordance with Rule 144A, then the transferor must deliver a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(B)if the transfer will be made pursuant to Rule 903 or Rule 904 then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; or

(C)if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications required by item (3) thereof, if applicable.

(ii)Restricted Definitive Notes to Unrestricted Definitive Notes.  Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if:

(A)such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuers;

(B)any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C)any such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

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(D)the Registrar receives the following:

(1)if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or

(2)if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(iii)Unrestricted Definitive Notes to Unrestricted Definitive Notes.  A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note.  Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.

(f)Exchange Offer.  Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Issuers shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate (i) one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes tendered for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Broker-Dealers, (y) they are not participating in a distribution of the Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the Issuers, and accepted for exchange in the Exchange Offer and (ii) Unrestricted Definitive Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Notes tendered for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Broker-Dealers, (y) they are not participating in a distribution of the Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the Issuers, and accepted for exchange in the Exchange Offer.  Concurrently with the issuance of such Notes, the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Issuers shall execute and the Trustee shall authenticate and mail to the Persons designated by the Holders of Definitive Notes so accepted Unrestricted Definitive Notes in the applicable principal amount.  Any Notes that remain outstanding after the consummation of the Exchange Offer, and Exchange Notes issued in connection with the Exchange Offer, shall be treated as a single class of securities under this Indenture.

(g)Legends.  The following legends shall appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture:

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(i)Private Placement Legend.

(A)Except as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form:

“THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS.  NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.  THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUERS OR ANY AFFILIATE OF THE ISSUERS WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE “RESALE RESTRICTION TERMINATION DATE”) ONLY (A) TO THE ISSUERS OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A ‘‘QUALIFIED INSTITUTIONAL BUYER’’ DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (i) PURSUANT TO CLAUSE (D) PRIOR TO THE END OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO CLAUSE (E) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (ii) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED

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UPON THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.”

(B)Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to subparagraph (b)(iv), (c)(iii), (c)(iv), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) shall not bear the Private Placement Legend.

(ii)Global Note Legend.  Each Global Note shall bear a legend in substantially the following form:

“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06(h) OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUERS.  UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”

(iii)Regulation S Temporary Global Note Legend. The Regulation S Temporary Global Note shall bear a legend in substantially the following form:

“THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).”

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(h)Cancellation and/or Adjustment of Global Notes.  At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be returned to or retained and canceled by the Trustee in accordance with Section 2.11 hereof.  At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.

(i)General Provisions Relating to Transfers and Exchanges.

(i)To permit registrations of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.

(ii)No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuers may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.07, 2.10, 3.06, 3.09, 4.10, 4.14 and 9.05 hereof).

(iii)Neither the Registrar nor the Issuers shall be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

(iv)All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.

(v)The Issuers shall not be required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part or (C) to register the transfer of or to exchange a Note between a Record Date and the next succeeding Interest Payment Date.

(vi)Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuers may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of (and premium, if any) and interest (including Additional Interest, if any) on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers shall be affected by notice to the contrary.

(vii)Upon surrender for registration of transfer of any Note at the office or agency of the Issuers designated pursuant to Section 4.02 hereof, the Issuers shall execute, and the Trustee shall authenticate and mail, in the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount.

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(viii)At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination or denominations of a like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency.  Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Issuers shall execute, and the Trustee shall authenticate and mail, the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of Section 2.02 hereof.

(ix)All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.

Section 2.07Replacement Notes.

If any mutilated Note is surrendered to the Trustee, the Registrar or the Issuers and the Trustee receives evidence to its satisfaction of the ownership and destruction, loss or theft of any Note, the Issuers shall issue and the Trustee, upon receipt of an Authentication Order, shall authenticate a replacement Note if the Trustee’s requirements are met.  If required by the Trustee or the Issuers, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Issuers to protect the Issuers, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced.  The Issuers may charge for their expenses in replacing a Note.

Every replacement Note is a contractual obligation of the Issuers and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

Section 2.08Outstanding Notes.

The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.08 as not outstanding.  Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because an Issuer or an Affiliate of an Issuer holds the Note.

If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser.

If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

If the Paying Agent (other than an Issuer, a Subsidiary or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

Section 2.09Treasury Notes.

In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by an Issuer, or by any Affiliate of an Issuer, shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee knows are so owned shall be so disregarded.  Notes so owned which have

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been pledged in good faith shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right to deliver any such direction, waiver or consent with respect to the Notes and that the pledgee is not an Issuer or any obligor upon the Notes or any Affiliate of an Issuer or of such other obligor.

Section 2.10Temporary Notes.

Until certificates representing Notes are ready for delivery, the Issuers may prepare and the Trustee, upon receipt of an Authentication Order, shall authenticate temporary Notes.  Temporary Notes shall be substantially in the form of certificated Notes but may have variations that the Issuers consider appropriate for temporary Notes and as shall be reasonably acceptable to the Trustee.  Without unreasonable delay, the Issuers shall prepare and the Trustee shall authenticate definitive Notes in exchange for temporary Notes.

Holders and beneficial holders, as the case may be, of temporary Notes shall be entitled to all of the benefits accorded to Holders, or beneficial holders, respectively, of Notes under this Indenture.

Section 2.11Cancellation.

The Issuers at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment.  The Trustee or, at the direction of the Trustee, the Registrar or the Paying Agent and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall destroy cancelled Notes (subject to the record retention requirement of the Exchange Act).  Certification of the destruction of all cancelled Notes shall be delivered to the Issuers.  The Issuers may not issue new Notes to replace Notes that they have paid or that have been delivered to the Trustee for cancellation.

Section 2.12Defaulted Interest.

If the Issuers default in a payment of interest on the Notes, they shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.01 hereof.  The Issuers shall notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment, and at the same time the Issuers shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such defaulted interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such defaulted interest as provided in this Section 2.12.  The Trustee shall fix or cause to be fixed each such special record date and payment date; provided that no such special record date shall be less than 10 days prior to the related payment date for such defaulted interest.  The Trustee shall promptly notify the Issuers of such special record date.  At least 15 days before the special record date, the Issuers (or, upon the written request of the Issuers, the Trustee in the name and at the expense of the Issuers) shall mail or cause to be mailed, first-class postage prepaid, to each Holder a notice at his or her address as it appears in the Note Register that states the special record date, the related payment date and the amount of such interest to be paid.

Subject to the foregoing provisions of this Section 2.12 and for greater certainty, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any

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other Note shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Note.

Section 2.13CUSIP and ISIN Numbers

The Issuers in issuing the Notes may use CUSIP and/or ISIN numbers (if then generally in use) and, if so, the Trustee shall use CUSIP and/or ISIN numbers in notices of redemption as a convenience to Holders; provided, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers.  The Issuers will as promptly as practicable notify the Trustee of any change in the CUSIP or the ISIN numbers.

ARTICLE 3

REDEMPTION

Section 3.01Notices to Trustee.

If the Issuers elect to redeem Notes pursuant to Section 3.07 hereof, they shall furnish to the Trustee, at least 2 Business Days before notice of redemption is required to be mailed or caused to be mailed to Holders pursuant to Section 3.03 hereof but not more than 60 days before a redemption date, an Officer’s Certificate setting forth (i) the paragraph or subparagraph of such Note and/or Section of this Indenture pursuant to which the redemption shall occur, (ii) the redemption date, (iii) the principal amount of the Notes to be redeemed and (iv) the redemption price.

Section 3.02Selection of Notes to Be Redeemed or Purchased.

If less than all of the Notes are to be redeemed or purchased in an offer to purchase at any time, the Trustee shall select the Notes to be redeemed or purchased (a) if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the Notes are listed or (b) on a pro rata basis or, to the extent that selection on a pro rata basis is not practicable, by lot or by such other method the Trustee considers fair and appropriate.  In the event of partial redemption or purchase by lot, the particular Notes to be redeemed or purchased shall be selected, unless otherwise provided herein, not less than 30 days nor more than 60 days prior to the redemption date by the Trustee from the outstanding Notes not previously called for redemption or purchase.

The Trustee shall promptly notify the Issuers in writing of the Notes selected for redemption or purchase and, in the case of any Note selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased.  Notes and portions of Notes selected shall be in an integral multiple of $1,000 (but in a minimum amount of $2,000); no Notes of $2,000 or less can be redeemed in part, except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000 (or a minimum amount of $2,000), shall be redeemed or purchased.  Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption or purchase also apply to portions of Notes called for redemption or purchase.

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Section 3.03Notice of Redemption.

Subject to Section 3.09 hereof, the Issuers shall mail or cause to be mailed by first-class mail notices of redemption at least 30 days but not more than 60 days prior to the redemption date to each Holder of Notes to be redeemed at such Holder’s registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with Article 8 or Article 13 hereof.  Except as set forth in Section 3.07(b) hereof, notices of redemption may not be conditional.

The notice shall identify the Notes to be redeemed and shall state:

(a)the redemption date;

(b)the redemption price;

(c)if any Note is to be redeemed in part only, the portion of the principal amount of that Note that is to be redeemed and that, after the redemption date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion of the original Note representing the same indebtedness to the extent not redeemed will be issued in the name of the Holder of the Notes upon cancellation of the original Note;

(d)the name and address of the Paying Agent;

(e)that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(f)that, unless the Issuers default in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after the redemption date;

(g)the paragraph or subparagraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed;

(h)that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes; and

(i)if in connection with a redemption pursuant to Section 3.07(b) hereof, any condition to such redemption.

At the Issuers’ request, the Trustee shall give the notice of redemption in the names of the Issuers’ and at their expense; provided that the Issuers shall have delivered to the Trustee, at least 2 Business Days before notice of redemption is required to be mailed or caused to be mailed to Holders pursuant to this Section 3.03 (unless a shorter notice shall be agreed to by the Trustee), an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.

Section 3.04Effect of Notice of Redemption.

Once notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable on the redemption date at the redemption price (except as provided for in Section 3.07(b) hereof).  The notice, if mailed in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice.  In any

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case, failure to give such notice by mail or any defect in the notice to the Holder of any Note designated for redemption in whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.  Subject to Section 3.05 hereof, on and after the redemption date, interest ceases to accrue on Notes or portions of Notes called for redemption.

Section 3.05Deposit of Redemption or Purchase Price.

Prior to 10:00 a.m. (New York City time) on the redemption or purchase date, the Issuers shall deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption or purchase price of and accrued and unpaid interest (including Additional Interest, if any) on all Notes to be redeemed or purchased on that date.  The Trustee or the Paying Agent shall promptly return to the Issuers any money deposited with the Trustee or the Paying Agent by the Issuers in excess of the amounts necessary to pay the redemption price of, and accrued and unpaid interest on, all Notes to be redeemed or purchased.

If the Issuers comply with the provisions of the preceding paragraph, on and after the redemption or purchase date, interest shall cease to accrue on the Notes or the portions of Notes called for redemption or purchase.  If a Note is redeemed or purchased on or after a Record Date but on or prior to the related Interest Payment Date, then any accrued and unpaid interest to the redemption or purchase date shall be paid to the Person in whose name such Note was registered at the close of business on such Record Date.  If any Note called for redemption or purchase shall not be so paid upon surrender for redemption or purchase because of the failure of the Issuers to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption or purchase date until such principal is paid, and to the extent lawful on any interest accrued to the redemption or purchase date not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof.

Section 3.06Notes Redeemed or Purchased in Part.

Upon surrender of a Note that is redeemed or purchased in part, the Issuers shall issue and the Trustee shall authenticate for the Holder at the expense of the Issuers a new Note equal in principal amount to the unredeemed or unpurchased portion of the Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof.  It is understood that, notwithstanding anything in this Indenture to the contrary, only an Authentication Order and not an Opinion of Counsel or Officer’s Certificate is required for the Trustee to authenticate such new Note.

Section 3.07Optional Redemption.

(a)At any time prior to November 15, 2010, the Issuers may redeem all or a part of the Notes, upon not less than 30 nor more than 60 days prior notice mailed by first-class mail to the registered address of each Holder or otherwise delivered in accordance with the procedures of DTC, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date.

(b)Until November 15, 2009, the Issuers may, at their option, redeem up to 35% of the aggregate principal amount of Notes issued by them at a redemption price equal to 111.75% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds of

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one or more Equity Offerings; provided that at least 65% of the aggregate principal amount of Notes originally issued under this Indenture and any Additional Notes that are Notes issued under this Indenture after the Issue Date (excluding Notes and Additional Notes held by the Issuers or Subsidiaries or Affiliates of the Issuers) remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 90 days of the date of closing of each such Equity Offering.  Notice of any redemption upon any Equity Offering may be given prior to the completion thereof, and any such redemption or notice may, at the Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, the completion of the related Equity Offering.

(c)Except pursuant to clause (a) or (b) of this Section 3.07, the Notes will not be redeemable at the Issuers’ option prior to November 15, 2010.

(d)On and after November 15, 2010, the Issuers may redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days prior notice by first-class mail, postage prepaid, with a copy to the Trustee, to each Holder at the address of such Holder appearing in the security register, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on November 15 of each of the years indicated below:

Year	Percentage
2010	105.875%
2011	102.938%
2012 and thereafter	100.000%

(e)Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Section 3.08Mandatory Redemption.

The Issuers shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

Section 3.09Offers to Repurchase by Application of Excess Proceeds.

(a)In the event that, pursuant to Section 4.10 hereof, the Issuers shall be required to commence an Asset Sale Offer, they shall follow the procedures specified below.

(b)The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”).  No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuers shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if required, Pari Passu Indebtedness (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and Pari Passu Indebtedness tendered in response to the Asset Sale Offer.  Payment for any Notes so purchased shall be made in the same manner as interest payments are made.

(c)If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest and Additional Interest, if any, up to but excluding

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the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer.

(d)Upon the commencement of an Asset Sale Offer, the Issuers shall send, by first-class mail, a notice to each of the Holders, with a copy to the Trustee.  The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer.  The Asset Sale Offer shall be made to all Holders and holders of Pari Passu Indebtedness.  The notice, which shall govern the terms of the Asset Sale Offer, shall state:

(i)that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open;

(ii)the Offer Amount, the purchase price and the Purchase Date;

(iii)that any Note not tendered or accepted for payment shall continue to accrue interest;

(iv)that, unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date;

(v)that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in integral multiples of $1,000 (but in a minimum amount of $2,000);

(vi)that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer by book-entry transfer, to the Issuers, the Depositary, if appointed by the Issuers, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date;

(vii)that Holders shall be entitled to withdraw their election if any of the Issuers, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased;

(viii)that, if the aggregate principal amount of Notes and Pari Passu Indebtedness surrendered by the holders thereof exceeds the Offer Amount, the Trustee shall select the Notes and such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and

(ix)that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased.

(e)On or before the Purchase Date, the Issuers shall, to the extent lawful, (1) accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all

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Notes tendered and (2) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof so tendered.

(f)The Issuers, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuers for purchase, and the Issuers shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased; provided, that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof.  Any Note not so accepted shall be promptly mailed or delivered by the Issuers to the Holder thereof.  The Issuers shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date.

Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof.

ARTICLE 4

COVENANTS

Section 4.01Payment of Notes.

The Issuers shall pay or cause to be paid the principal of, premium, if any, Additional Interest, if any, and interest on the Notes on the dates and in the manner provided in the Notes.  Principal, premium, if any, Additional Interest, if any, and interest shall be considered paid on the date due if the Paying Agent, if other than an Issuer or a Subsidiary, holds as of noon Eastern Time on the due date money deposited by the Issuers in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due.

The Issuers shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement.

The Issuers shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to the then applicable interest rate on the Notes to the extent lawful; they shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest (without regard to any applicable grace period) at the same rate to the extent lawful.

Section 4.02Maintenance of Office or Agency.

The Issuers shall maintain in the Borough of Manhattan in the City of New York an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuers in respect of the Notes and this Indenture may be served.  The Issuers shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency.  If at any time the Issuers shall fail to maintain any such required office or agency or shall

54

fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.

The Issuers may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided that no such designation or rescission shall in any manner relieve the Issuers of its obligation to maintain an office or agency in the Borough of Manhattan in the City of New York for such purposes.  The Issuers shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

The Issuers hereby designate the Corporate Trust Office of the Trustee as one such office or agency of the Issuers in accordance with Section 2.03 hereof.

Section 4.03Reports and Other Information.

(a)Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Company shall file with the SEC (and make available to the Trustee and Holders of the Notes (without exhibits), without cost to any Holder, within 15 days after the Company files them with the SEC) from and after the Issue Date,

(1)within 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;

(2)within 45 days after the end of each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form;

(3)promptly from time to time after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; and

(4)any other information, documents and other reports that the Company would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act;

in each case, in a manner that complies in all material respects with the requirements specified in such form; provided that the Company shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Company shall make available such information to prospective purchasers of Notes, in addition to providing such information to the Trustee and the Holders of the Notes, in each case within 15 days after the time the Company would be required to file such information with the SEC, if it were subject to Section 13 or 15(d) of the Exchange Act.  In addition, to the extent not satisfied by the foregoing, for so long as any Notes are outstanding, the Company shall furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

(b)In the event that any direct or indirect parent company of the Company becomes a guarantor of the Notes, the Company may satisfy its obligations under this Section 4.03 with respect to financial information relating to the Company by furnishing financial information relating to such parent

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company; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Company and its Restricted Subsidiaries on a standalone basis, on the other hand.

(c)Notwithstanding the foregoing, the requirements of this Section 4.03 shall be deemed satisfied prior to the commencement of the Exchange Offer or the effectiveness of the Shelf Registration Statement (1) by the filing with the SEC of the Exchange Offer Registration Statement or Shelf Registration Statement (or any other registration statement), and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act or (2) by posting reports that would be required to be filed substantially in the form required by the SEC on the Company’s website (or on the website of any of its parent companies) or providing such reports to the Trustee, with financial information that satisfied Regulation S-X of the Securities Act, subject to exceptions consistent with the presentation of financial information in the Offering Memorandum, to the extent filed within the times specified above.

Section 4.04Compliance Certificate.

(a)Each Issuer and Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) shall deliver to the Trustee, within 90 days after the end of each fiscal year ending after the Issue Date, a certificate from the principal executive officer, principal financial officer or principal accounting officer stating that a review of the activities of such Issuer and, in the case of the Company, its Restricted Subsidiaries, during the preceding fiscal year has been made under the supervision of the signing Officer with a view to determining whether such Issuer has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to such Officer signing such certificate, that to the best of his or her knowledge such Issuer has kept, observed, performed and fulfilled each and every condition and covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions, covenants and conditions of this Indenture (or, if a Default shall have occurred, describing all such Defaults of which he or she may have knowledge and what action such Issuer is taking or proposes to take with respect thereto).

(b)When any Default has occurred and is continuing under this Indenture, or if the Trustee or the holder of any other evidence of Indebtedness of the Issuers or any of their respective Subsidiaries gives any notice or takes any other action with respect to a claimed Default, the Issuers shall promptly (which shall be no more than five (5) Business Days) deliver to the Trustee by registered or certified mail or by facsimile transmission an Officer’s Certificate specifying such event and what action the Issuers propose to take with respect thereto.

Section 4.05Taxes.

The Company shall pay, and the Company shall cause each of its Restricted Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate negotiations or proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders of the Notes.

Section 4.06Stay, Extension and Usury Laws.

Each of the Issuers and the Guarantors covenant (to the extent that they may lawfully do so) that they shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and each of the Issuers and each of the Guarantors (to the extent that they may lawfully do so) hereby expressly waive all benefit or advantage

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of any such law, and covenant that they shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law has been enacted.

Section 4.07Limitation on Restricted Payments.

(a)The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly:

(I)declare or pay any dividend or make any payment or distribution on account of the Company’s, or any of its Restricted Subsidiaries’ Equity Interests, including, without limitation, payable in connection with any merger or consolidation other than:

(A)dividends or distributions by the Company payable solely in Equity Interests (other than Disqualified Stock) of the Company; or

(B)dividends, payments or distributions by a Restricted Subsidiary so long as, in the case of any dividend, payment or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly-Owned Subsidiary, the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities;

(II)purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests of the Company, or any direct or indirect parent of the Company, including, without limitation, in connection with any merger or consolidation;

(III)make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value in each case, prior to any scheduled repayment, sinking fund payment or maturity, any Subordinated Indebtedness, other than (a) Indebtedness permitted under clauses (7) and (8) of the covenant described under Section 4.09 or (b) the purchase, repurchase or other acquisition of Subordinated Indebtedness purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase or acquisition; or

(IV)make any Restricted Investment

(all such payments and other actions set forth in clauses (I) through (IV) above (other than any exceptions thereof) being collectively referred to as “Restricted Payments”), unless, at the time of such Restricted Payment:

(1)no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof;

(2)immediately after giving effect to such transaction on a pro forma basis, the Company could incur $1.00 of additional Indebtedness under Section 4.09(a); and

(3)such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries after the Issue Date (including Restricted Payments permitted by clauses (1), (2) (with respect to the payment of dividends on Refunding Capital Stock pursuant to clause (b) thereof only), (6)(c), (9) and (14) (to the

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extent not deducted in calculating Consolidated Net Income) of Section 4.07(b), but excluding all other Restricted Payments permitted by Section 4.07(b)), is less than the sum of (without duplication):

(a)50% of the Consolidated Net Income of the Company for the period (taken as one accounting period) beginning October 1, 2006, to the end of the Company’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment, or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit; plus

(b)100% of the aggregate net cash proceeds and the fair market value, as determined in good faith by the Company, of marketable securities or other property received by the Company since immediately after the Issue Date (other than net cash proceeds to the extent such net cash proceeds have been used to incur Indebtedness, Disqualified Stock or Preferred Stock pursuant to clause (12)(a) of Section 4.09(b) hereof) from the issue or sale of:

(i)(A) Equity Interests of the Company, including Treasury Capital Stock, but excluding cash proceeds and the fair market value, as determined in good faith by the Company, of marketable securities or other property received from the sale of:

(x)Equity Interests to members of management, directors or consultants of the Company, any direct or indirect parent company of the Company and the Company’s Subsidiaries after the Issue Date to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of Section 4.07(b) hereof; and

(y)Designated Preferred Stock; and

(B) to the extent such net cash proceeds are actually contributed to the Company as equity (other than Disqualified Stock), Equity Interests of any of the Company’s direct or indirect parent companies (excluding contributions of the proceeds from the sale of Designated Preferred Stock of any such companies or contributions to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of Section 4.07(b) hereof); or

(ii)debt securities of the Company that have been converted into or exchanged for such Equity Interests of the Company;

provided, however, that this clause (b) shall not include the proceeds from (W) Refunding Capital Stock, (X) Equity Interests or debt securities of the Company sold to a Restricted Subsidiary, as the case may be, (Y) Disqualified Stock or debt securities that have been converted into Disqualified Stock or (Z) Excluded Contributions; plus

(c)100% of the aggregate amount of cash and the fair market value, as determined in good faith by the Company, of marketable securities or other property contributed to the capital of the Company (other than as Disqualified Stock) following the Issue Date (other than net cash proceeds to the extent such net cash proceeds (i) have been used to incur Indebtedness, Disqualified Stock or Preferred Stock pursuant to clause (12)(a)

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of Section 4.09(b) hereof, (ii) are contributed by a Restricted Subsidiary or (iii) constitute an Excluded Contribution); plus

(d)100% of the aggregate amount received in cash and the fair market value, as determined in good faith by the Company, of marketable securities or other property received by means of:

(i)the sale or other disposition (other than to the Company or a Restricted Subsidiary) of Restricted Investments made by the Company or its Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from the Company or its Restricted Subsidiaries and repayments of loans or advances, and releases of guarantees, which constitute Restricted Investments by the Company or its Restricted Subsidiaries, in each case after the Issue Date; or

(ii)the sale (other than to the Company or a Restricted Subsidiary) of the stock of an Unrestricted Subsidiary or a distribution from an Unrestricted Subsidiary (other than in each case to the extent the Investment in such Unrestricted Subsidiary was made by the Company or a Restricted Subsidiary pursuant to clause (7) of Section 4.07(b) hereof or to the extent such Investment constituted a Permitted Investment) or a dividend from an Unrestricted Subsidiary after the Issue Date; plus

(e)in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary after the Issue Date, the fair market value of the Investment in such Unrestricted Subsidiary, as determined by the Company in good faith or if, in the case of an Unrestricted Subsidiary, such fair market value may exceed $20.0 million, in writing by an Independent Financial Advisor, at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary other than an Unrestricted Subsidiary to the extent the Investment in such Unrestricted Subsidiary was made by the Company or a Restricted Subsidiary pursuant to clause (7) of Section 4.07(b) hereof or to the extent such Investment constituted a Permitted Investment.

(b)The foregoing provisions of Section 4.07(a) hereof shall not prohibit:

(1)the payment of any dividend within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of this Indenture;

(2)(a) the redemption, repurchase, retirement or other acquisition of any Equity Interests (“Treasury Capital Stock”) or Subordinated Indebtedness of the Company or any Equity Interests of any direct or indirect parent company of the Company, in exchange for, or out of the proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary) of, Equity Interests of the Company or any direct or indirect parent company of the Company to the extent contributed to the Company (in each case, other than any Disqualified Stock) (“Refunding Capital Stock”) and (b) if immediately prior to the retirement of Treasury Capital Stock, the declaration and payment of dividends thereon was permitted under clause (6) of this Section 4.07(b), the declaration and payment of dividends on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which were used to redeem, repurchase, retire or otherwise acquire any Equity Interests of any direct or indirect parent company of the Company) in an aggregate amount

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no greater than the aggregate amount per year of dividends per annum that were declarable and payable on such Treasury Capital Stock immediately prior to such retirement;

(3)the redemption, repurchase or other acquisition or retirement of Subordinated Indebtedness of the Issuers or a Guarantor made in exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of the Issuers or a Guarantor, as the case may be, which is incurred in compliance with Section 4.09 hereof so long as:

(a)the principal amount (or accreted value, if applicable) of such new Indebtedness does not exceed the principal amount of (or accreted value, if applicable), plus any accrued and unpaid interest on, the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired for value, plus the amount of any reasonable premium to be paid (including reasonable premiums) and any reasonable fees and expenses incurred in connection with the issuance of such new Indebtedness;

(b)such new Indebtedness is subordinated to the Notes or the applicable Guarantee at least to the same extent as such Subordinated Indebtedness so purchased, exchanged, redeemed, repurchased, acquired or retired for value;

(c)such new Indebtedness has a final scheduled maturity date equal to or later than the final scheduled maturity date of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired; and

(d)such new Indebtedness has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired;

(4)a Restricted Payment to pay for the repurchase, redemption or other acquisition or retirement for value of Equity Interests (other than Disqualified Stock) of the Company or any of its direct or indirect parent companies held by any future, present or former employee, director or consultant of the Company, any of its Restricted Subsidiaries or any of its direct or indirect parent companies pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement, including any Equity Interests in Encore rolled over by management of the Company in connection with the Transactions; provided, however, that the aggregate Restricted Payments made under this clause (4) do not exceed in any calendar year $5.0 million (which shall increase to $10.0 million subsequent to the consummation of an underwritten public Equity Offering by the Company or any direct or indirect parent corporation of the Company) (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum (without giving effect to the following proviso) of $10.0 million in any calendar year (which shall increase to $20.0 million subsequent to the consummation of an underwritten public Equity Offering by the Company or any direct or indirect parent of the Company)); provided further that such amount in any calendar year may be increased by an amount not to exceed:

(a)the cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of the Company and, to the extent contributed to the Company, Equity Interests of any of the Company’s direct or indirect parent companies, in each case to members of management, directors or consultants of the Company, any of its Subsidiaries or any of its direct or indirect parent companies that occurs after the Issue Date, to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been

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applied to the payment of Restricted Payments by virtue of clause (3) of Section 4.07(a) hereof; plus

(b)the cash proceeds of key man life insurance policies received by the Company or its Restricted Subsidiaries after the Issue Date; less

(c)the amount of any Restricted Payments previously made with the cash proceeds described in clauses (a) and (b) of this clause (4);

and provided further that cancellation of Indebtedness owing to the Company or any of its Restricted Subsidiaries from members of management of the Company, any of the Company’s direct or indirect parent companies or any of the Company’s Subsidiaries in connection with a repurchase of Equity Interests of the Company or any of its direct or indirect parent companies will not be deemed to constitute a Restricted Payment for purposes of this Section 4.07 or any other provision of this Indenture;

(5)the declaration and payment of dividends to holders of any class or series of Disqualified Stock of the Company or any of its Restricted Subsidiaries and of Preferred Stock of any Restricted Subsidiary issued in accordance with Section 4.09 hereof to the extent such dividends are included in the definition of “Fixed Charges”;

(6)(a) the declaration and payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) issued by the Company after the Issue Date;

(b)the declaration and payment of dividends to a direct or indirect parent company of the Company, the proceeds of which will be used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) of such parent corporation issued after the Issue Date, provided that the amount of dividends paid pursuant to this clause (b) shall not exceed the aggregate amount of cash actually contributed to the Company from the sale of such Designated Preferred Stock; or

(c)the declaration and payment of dividends on Refunding Capital Stock that is Preferred Stock in excess of the dividends declarable and payable thereon pursuant to clause (2) of this Section 4.07(b);

provided, however, in the case of each of (a) and (c) of this clause (6), that for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock or the declaration of such dividends on Refunding Capital Stock that is Preferred Stock, after giving effect to such issuance or declaration on a pro forma basis, the Company and its Restricted Subsidiaries on a consolidated basis would have had a Fixed Charge Coverage Ratio of at least 2.00 to 1.00;

(7)if the Total Leverage Ratio of the Company is less than 6.00 to 1.00 on a pro forma basis after giving effect to such Investment, Investments in Unrestricted Subsidiaries having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (7) that are at the time outstanding, without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities, not to exceed $20.0 million (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

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(8)repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

(9)the declaration and payment of dividends on the Company’s common stock (or the payments of dividends to any direct or indirect parent entity to fund payments of dividends on such entity’s common stock), following the consummation of an underwritten public offering of the Company’s common stock or the common stock of any of its direct or indirect parent companies after the Issue Date, of up to 6% per annum of the net cash proceeds received by or contributed to the Company in or from any such public offering, other than public offerings with respect to the Company’s common stock registered on Form S-8 and other than any public sale constituting an Excluded Contribution;

(10)Restricted Payments that are made with Excluded Contributions;

(11)if the Total Leverage Ratio of the Company is less than 6.00 to 1.00 on a pro forma basis after giving effect to such Restricted Payment, other Restricted Payments in an aggregate amount taken together with all other Restricted Payments made pursuant to this clause (11) not to exceed $10.0 million;

(12)distributions or payments of Receivables Fees;

(13)any Restricted Payment made as part of the Transaction, and the fees and expenses related thereto, or used to fund amounts owed to Affiliates (including dividends to any direct or indirect parent of the Company to permit payment by such parent of such amounts), in each case to the extent permitted by (or, in the case of a dividend to fund such payment, to the extent such payment, if made by the Company, would be permitted by) Section 4.11 hereof;

(14)the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness in accordance with the provisions similar to those described under Sections 4.10 and Section 4.14 hereof; provided that all Notes tendered by Holders in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed or acquired for value;

(15)the declaration and payment of dividends by the Company to, or the making of loans to, any direct or indirect parent in amounts required for any direct or indirect parent companies to pay, in each case without duplication,

(a)franchise taxes and other fees, taxes and expenses required to maintain their corporate existence;

(b)federal, state and local income taxes, to the extent such income taxes are attributable to the income of the Company and its Restricted Subsidiaries and, to the extent of the amount actually received from its Unrestricted Subsidiaries, in amounts required to pay such taxes to the extent attributable to the income of such Unrestricted Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Company and its Restricted Subsidiaries would be required to pay in respect of federal, state and local taxes for such fiscal year were the Company, its Restricted Subsidiaries and its Unrestricted Subsidiaries (to the extent described above) to pay such taxes separately from any such parent entity;

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(c)customary salary, bonus and other benefits payable to officers and employees of any direct or indirect parent company of the Company to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the Company and its Restricted Subsidiaries;

(d)general corporate operating and overhead costs and expenses of any direct or indirect parent company of the Company to the extent such costs and expenses are attributable to the ownership or operation of the Company and its Restricted Subsidiaries; and

(e)fees and expenses other than to Affiliates of the Company related to any unsuccessful equity or debt offering of such parent entity; and

(16)the distribution, dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to the Company or a Restricted Subsidiary by Unrestricted Subsidiaries (other than Unrestricted Subsidiaries, the primary assets of which are cash and/or Cash Equivalents or were contributed to such Unrestricted Subsidiary in anticipation of such distribution, dividend or other payment);

provided, however, that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (7), (11) and (16) of this Section 4.07(b), no Default shall have occurred and be continuing or would occur as a consequence thereof.

(c)The Company shall not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the last sentence of the definition of “Unrestricted Subsidiary.”  For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Company and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated shall be deemed to be Restricted Payments in an amount determined as set forth in the last sentence of the definition of “Investment.”  Such designation shall be permitted only if a Restricted Payment in such amount would be permitted at such time, whether pursuant to Section 4.07(a) hereof or under clause (7), (10) or (11) of Section 4.07(b) hereof, or pursuant to the definition of “Permitted Investments,” and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.

Section 4.08Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.

(a)The Company shall not, and shall not permit any of its Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Guarantor to:

(1)(A)  pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or

(B)  pay any liabilities owed to the Company or any of its Restricted Subsidiaries;

(2)make loans or advances to the Company or any of its Restricted Subsidiaries; or

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(3)sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.

(b) The restrictions in Section 4.08(a) hereof shall not apply to encumbrances or restrictions existing under or by reason of:

(1)contractual encumbrances or restrictions in effect on the Issue Date, including pursuant to the Senior Credit Facilities and the related documentation;

(2)this Indenture and the Notes;

(3)purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature discussed in clause (3) of Section 4.08(a) hereof on the property so acquired;

(4)applicable law or any applicable rule, regulation or order;

(5)any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiaries in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired;

(6)contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of the Company pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary;

(7)Secured Indebtedness otherwise permitted to be incurred pursuant to Section 4.09 hereof and Section 4.12 hereof that limit the right of the debtor to dispose of the assets securing such Indebtedness;

(8)restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

(9)other Indebtedness, Disqualified Stock or Preferred Stock of Foreign Subsidiaries permitted to be incurred subsequent to the Issue Date pursuant to the provisions of Section 4.09 hereof;

(10)customary provisions in joint venture agreements and other similar agreements relating solely to such joint venture;

(11)customary provisions contained in leases or licenses of intellectual property and other agreements, in each case, entered into in the ordinary course of business;

(12)any encumbrances or restrictions of the type referred to in clauses (1), (2) and (3) of Section 4.08(a) hereof imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (11) of this Section 4.08(b); provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, no more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such

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amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; and

(13)restrictions created in connection with any Receivables Facility that, in the good faith determination of the Company are necessary or advisable to effect the transactions contemplated under such Receivables Facility.

Section 4.09Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.

(a)The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and the Company shall not issue any shares of Disqualified Stock and shall not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that the Company may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any of its Restricted Subsidiaries may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, if the Fixed Charge Coverage Ratio on a consolidated basis for the Company and its Restricted Subsidiaries’ most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period.

(b)The provisions of Section 4.09(a) hereof shall not apply to:

(1)the incurrence of Indebtedness under Credit Facilities by the Company or any of its Restricted Subsidiaries and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof), up to an aggregate principal amount outstanding at any one time of $400.0 million, plus the lesser of (a) $50 million and (b) an amount equal to the Secured Indebtedness Amount on the date on which such Indebtedness is to be incurred less the amount of Secured Indebtedness of the Company and its Restricted Subsidiaries on a consolidated basis outstanding on the date of such incurrence;

(2)the incurrence by the Company and any Guarantor of Indebtedness represented by the Notes (including any Guarantee) (other than any Additional Notes) and any notes (including Guarantees thereof) issued in exchange for the Notes pursuant to the Registration Rights Agreement or similar agreement;

(3)Indebtedness of the Company and its Restricted Subsidiaries in existence on the Issue Date (other than Indebtedness described in clauses (1) and (2) of this Section 4.09(b));

(4)Indebtedness (including Capitalized Lease Obligations), Disqualified Stock and Preferred Stock incurred by the Company or any of its Restricted Subsidiaries, to finance the purchase, lease or improvement of property (real or personal) or equipment (other than software) that is used or useful in a Similar Business, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets, in an aggregate principal amount at the date of such incurrence (including all Refinancing Indebtedness Incurred to refinance any other Indebtedness

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incurred pursuant to this Section 4.09(b)(4)) not to exceed $20.0 million; provided, however, that such Indebtedness exists at the date of such purchase or transaction or is created within 270 days thereafter (it being understood that any Indebtedness, Disqualified Stock or Preferred Stock incurred pursuant to this clause (4) shall cease to be deemed incurred or outstanding for purposes of this Section 4.09(b)(4) but shall be deemed incurred for the purposes of Section 4.09(a) hereof from and after the first date on which the Company or such Restricted Subsidiary could have incurred such Indebtedness, Disqualified Stock or Preferred Stock under Section 4.09(a) hereof without reliance on this Section 4.09(b)(4));

(5)Indebtedness incurred by the Company or any of its Restricted Subsidiaries constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including letters of credit in respect of workers’ compensation claims, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims; provided, however, that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence;

(6)Indebtedness arising from agreements of the Company or its Restricted Subsidiaries providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided, however, that

(A)such Indebtedness is not reflected on the balance sheet of the Company, or any of its Restricted Subsidiaries (Contingent Obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this subclause (A)); and

(B)the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds including non-cash proceeds (the fair market value of such non-cash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by the Company and its Restricted Subsidiaries in connection with such disposition;

(7)Indebtedness of the Company to a Restricted Subsidiary; provided that any such Indebtedness owing to a Restricted Subsidiary that is not the Co-Issuer or a Guarantor is expressly subordinated in right of payment to the Notes; provided further that any subsequent issuance or transfer of any Capital Stock or any other event which results in any Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Company or another Restricted Subsidiary) shall be deemed, in each case, to be an incurrence of such Indebtedness not permitted by this clause;

(8)Indebtedness of a Restricted Subsidiary to the Company or another Restricted Subsidiary; provided that if a Guarantor incurs such Indebtedness to a Restricted Subsidiary that is not the Co-Issuer or a Guarantor, such Indebtedness is expressly subordinated in right of payment to the Guarantee of the Notes of such Guarantor; provided further that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Indebtedness being held by a person other than the Company or a Restricted Subsidiary or any subsequent

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transfer of any such Indebtedness (except to the Company or another Restricted Subsidiary) shall be deemed, in each case, to be an incurrence of such Indebtedness not permitted by this clause;

(9)shares of Preferred Stock of a Restricted Subsidiary issued to the Company or another Restricted Subsidiary, provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to the Company or another Restricted Subsidiary) shall be deemed in each case to be an issuance of such shares of Preferred Stock not permitted by this clause;

(10)Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes) for the purpose of limiting interest rate risk with respect to any Indebtedness of the Company or any Restricted Subsidiary permitted to be incurred pursuant to this Section 4.09, exchange rate risk or commodity pricing risk;

(11)obligations in respect of performance, bid, appeal and surety bonds and completion guarantees provided by the Company or any of its Restricted Subsidiaries in the ordinary course of business;

(12)(a) Indebtedness or Disqualified Stock of the Company and Indebtedness, Disqualified Stock or Preferred Stock of the Company or any Restricted Subsidiary equal to 100.0% of the net cash proceeds received by the Company since immediately after the Issue Date from the issue or sale of Equity Interests of the Company or cash contributed to the capital of the Company (in each case, other than proceeds of Disqualified Stock or sales of Equity Interests to the Company or any of its Subsidiaries) as determined in accordance with clauses (3)(b) and (3)(c) of Section 4.07(a) hereof to the extent such net cash proceeds or cash have not been applied pursuant to such clauses to make Restricted Payments or to make other Investments, payments or exchanges pursuant to Section 4.07(b) or to make Permitted Investments (other than Permitted Investments specified in clauses (1), (2) and (3) of the definition thereof)) and (b) Indebtedness or Disqualified Stock of Company and Indebtedness, Disqualified Stock or Preferred Stock of the Company or any Restricted Subsidiary not otherwise permitted hereunder in an aggregate principal amount or liquidation preference, which when aggregated with the principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and incurred pursuant to this Section 4.09(b)(12), does not at any one time outstanding exceed $20.0 million (it being understood that any Indebtedness, Disqualified Stock or Preferred Stock incurred pursuant to this Section 4.09(b)(12) shall cease to be deemed incurred or outstanding for purposes of this Section 4.09(b)(12) but shall be deemed incurred for the purposes of Section 4.09(a) from and after the first date on which the Company or such Restricted Subsidiary could have incurred such Indebtedness, Disqualified Stock or Preferred Stock under Section 4.09(a) without reliance on this Section 4.09(b)(12));

(13)the incurrence or issuance by the Company or any Restricted Subsidiary of Indebtedness, Disqualified Stock or Preferred Stock which serves to refund or refinance any Indebtedness, Disqualified Stock or Preferred Stock of the Company or any Restricted Subsidiary incurred as permitted under Section 4.09(a) hereof and clauses (2), (3), (4) and (12)(a) of this Section 4.09(b), this clause (13) and clause (14) of this Section 4.09(b) or any Indebtedness, Disqualified Stock or Preferred Stock issued to so refund or refinance such Indebtedness, Disqualified Stock or Preferred Stock including additional Indebtedness, Disqualified Stock or Preferred Stock incurred to pay premiums (including reasonable tender premiums), defeasance costs and

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fees in connection therewith (the “Refinancing Indebtedness”) prior to its respective maturity; provided, however, that such Refinancing Indebtedness:

(A)has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being refunded or refinanced,

(B)to the extent such Refinancing Indebtedness refinances (i) Indebtedness subordinated or pari passu to the Notes or any Guarantee thereof, such Refinancing Indebtedness is subordinated or pari passu to the Notes or the Guarantee at least to the same extent as the Indebtedness being refinanced or refunded or (ii) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness must be Disqualified Stock or Preferred Stock, respectively, and

(C)shall not include Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of the Company that is not a Co-Issuer or a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of the Company, the Co-Issuer or a Guarantor;

provided further that subclause (A) of this clause (13) will not apply to any refunding or refinancing of any Indebtedness outstanding under any Senior Indebtedness;

(14)Indebtedness, Disqualified Stock or Preferred Stock of (x) the Company or a Restricted Subsidiary incurred to finance an acquisition or (y) Persons that are acquired by the Company or any Restricted Subsidiary or merged into the Company or a Restricted Subsidiary in accordance with the terms of this Indenture; provided that after giving effect to such acquisition or merger, either (a) the Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof, or (b) the Fixed Charge Coverage Ratio of the Company and the Restricted Subsidiaries is greater than immediately prior to such acquisition or merger;

(15)Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within two Business Days of its incurrence;

(16)Indebtedness of the Company or any of its Restricted Subsidiaries supported by a letter of credit issued pursuant to the Credit Facilities, in a principal amount not in excess of the stated amount of such letter of credit;

(17)(A) any guarantee by the Company or a Restricted Subsidiary of Indebtedness or other obligations of any Restricted Subsidiary so long as the incurrence of such Indebtedness incurred by such Restricted Subsidiary is permitted under the terms of this Indenture,

(B)any guarantee by a Restricted Subsidiary of Indebtedness of the Company provided that such guarantee is incurred in accordance with Section 4.15 hereof, or

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(C)any incurrence by Encore Medical Finance Corp. of Indebtedness as a co-issuer of Indebtedness of the Company that was permitted to be incurred by another provision of this covenant;

(18)Indebtedness of Foreign Subsidiaries of the Company in an amount not to exceed, at any one time outstanding and together with any other Indebtedness incurred under this clause (18) of Section 4.09(b) hereof, 10.0% of the Total Tangible Assets of the Foreign Subsidiaries (it being understood that any Indebtedness incurred pursuant to this clause (18) of Section 4.09(b) hereof shall cease to be deemed incurred or outstanding for purposes of this clause (18) of Section 4.09(b) hereof but shall be deemed incurred for the purposes of Section 4.09(a) from and after the first date on which the Company or its Restricted Subsidiaries could have incurred such Indebtedness under Section 4.09(a) hereof without reliance on this clause (18) of Section 4.09(b) hereof);

(19)Indebtedness of the Company or any of its Restricted Subsidiaries consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements in each case, incurred in the ordinary course of business; and

(20)Indebtedness consisting of Indebtedness issued by the Company or any of its Restricted Subsidiaries to current or former officers, directors and employees thereof, their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Equity Interests of the Company or any direct or indirect parent company of the Company to the extent described in clause (4) of Section 4.07(b) hereof.

(c)For purposes of determining compliance with this Section 4.09:

(1)in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) meets the criteria of more than one of the categories of permitted Indebtedness, Disqualified Stock or Preferred Stock described in clauses (1) through (20) of Section 4.09(b) hereof or is entitled to be incurred pursuant to Section 4.09(a) hereof, the Company, in its sole discretion, shall classify or reclassify such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) and shall only be required to include the amount and type of such Indebtedness, Disqualified Stock or Preferred Stock in one of the above clauses; and

(2)at the time of incurrence, the Company shall be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in Sections 4.09(a) and 4.09(b) hereof; provided that all Indebtedness outstanding under the Credit Facilities on the Issue Date will be treated as incurred on the Issue Date under clause (1) of Section 4.09(b) hereof.

Accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness, Disqualified Stock or Preferred Stock shall not be deemed to be an incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this Section 4.09.

For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the

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principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced.

The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing.

Section 4.10Asset Sales.

(a)The Company shall not, and shall not permit any of its Restricted Subsidiaries toconsummate an Asset Sale, unless:

(1) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Company) of the assets sold or otherwise disposed of; and

(2)except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the following shall be deemed to be cash for purposes of this Section and for no other purpose:

(A)any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto) of the Company or such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes or to liabilities to the extent owed to the Company or any Affiliate of the Company) that are assumed by the transferee of any such assets and for which the Company and all of its Restricted Subsidiaries have been validly released by all creditors in writing,

(B)any securities received by the Company or such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of such Asset Sale, and

(C)any Designated Non-cash Consideration received by the Company or such Restricted Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (C) that is at that time outstanding, not to exceed 2.5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration, with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value.

(b)Within 450 days after the receipt of any Net Proceeds of any Asset Sale, the Company or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale,

(1)to permanently reduce:

(A)Obligations under Senior Indebtedness of the Company or any Guarantor, and to correspondingly reduce commitments with respect thereto;

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(B)Obligations under Senior Subordinated Indebtedness of the Company or any Guarantor (and to correspondingly reduce commitments with respect thereto); provided that, to the extent the Company reduces Obligations under Senior Subordinated Indebtedness other than the Notes, the Company shall equally and ratably reduce Obligations under the Notes; provided further that all reductions of Obligations under the Notes shall be made as provided as provided under Section 3.07 hereof through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof plus accrued and unpaid interest) or by making an offer (in accordance with the procedures set forth under Section 4.10(c) hereof) to all Holders to purchase their Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of Notes that would otherwise be prepaid, or

(C)Indebtedness of a Restricted Subsidiary that is not a Guarantor, other than Indebtedness owed to the Company or any Affiliate of the Company,

(2)to make (A) an Investment in any one or more businesses; provided that such Investment in any business is in the form of the acquisition of Capital Stock and results in the Company or another of its Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (B) capital expenditures or (C) acquisitions of other assets, in each of (A), (B) and (C), used or useful in a Similar Business, or

(3)to make an investment in (A) any one or more businesses; provided that such Investment in any business is in the form of the acquisition of Capital Stock and results in the Company or another of its Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (B) properties or (C) acquisitions of other assets that, in each of (A), (B) and (C), replace the businesses, properties and/or assets that are the subject of such Asset Sale;

provided that, in the case of clauses (2) and (3) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment so long as the Company, or such other Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Proceeds shall be applied to satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”) and, in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith, the Company or such Restricted Subsidiary enters into another Acceptable Commitment (a “Second Commitment”) within 180 days of such cancellation or termination; provided further that if any Second Commitment is later cancelled or terminated for any reason before such Net Proceeds are applied, then such Net Proceeds shall constitute Excess Proceeds.

(c)Any Net Proceeds from the Asset Sale that are not invested or applied as provided and within the time period set forth in Section 4.10(b) shall be deemed to constitute “Excess Proceeds.”  When the aggregate amount of Excess Proceeds exceeds $20.0 million, the Issuers shall make an offer to all Holders of the Notes and, if required by the terms of any Indebtedness that is pari passu with the Notes  or any Guarantee (“Pari Passu Indebtedness”), to the holders of such Pari Passu Indebtedness (an “Asset Sale Offer”), to purchase the maximum aggregate principal amount of the Notes and such Pari Passu Indebtedness that is an integral multiple of $1,000 (but in minimum amounts of $2,000) that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture.  The Issuers shall

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commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceed $15.0 million by mailing the notice required pursuant to the terms of this Indenture, with a copy to the Trustee.

To the extent that the aggregate amount of Notes and such Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in this Indenture.  If the aggregate principal amount of Notes or the Pari Passu Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered.  Additionally, the Issuers may, at their option, make an Asset Sale Offer using proceeds from any Asset Sale at any time after consummation of such Asset Sale.  Upon consummation of any Asset Sale Offer, any Net Proceeds not used to purchase Notes in such Asset Sale Offer shall not be deemed Excess Proceeds and the Company may use any Net Proceeds not required to be used for general corporate purposes, subject to other covenants contained in this Indenture.

(d)Pending the final application of any Net Proceeds pursuant to this Section 4.10, the holder of such Net Proceeds may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise invest such Net Proceeds in any manner not prohibited by this Indenture.

(e)The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer.  To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations described in this Indenture by virtue thereof.

Section 4.11Transactions with Affiliates.

(a)The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Company (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $5.0 million, unless:

(1)such Affiliate Transaction is on terms that are not materially less favorable to the Company or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis; and

(2)the Company delivers to the Trustee, with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $10.0 million, a resolution adopted by the majority of the board of directors of the Company approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (1) of this Section 4.11(a).

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(b)The provisions of Section 4.11(a) hereof shall not apply to the following:

(1)transactions between or among the Company or any of its Restricted Subsidiaries;

(2)Restricted Payments permitted by Section 4.07 hereof and the definition of “Permitted Investments”;

(3)the accrual or payment of management, consulting, monitoring and advisory fees and related expenses to the Investors pursuant to the Sponsor Management Agreement in an aggregate amount in any fiscal year not to exceed $3.0 million (plus any unpaid management, consulting, monitoring and advisory fees and related expenses within such amount accrued in any prior year) and the termination fees pursuant to the Sponsor Management Agreement not to exceed the amount set forth in the Sponsor Management Agreement as in effect on the Issue Date or any amendment thereto (so long as any such amendment is not disadvantageous to the Holders when taken as a whole as compared to the Sponsor Management Agreement in effect on the Issue Date);

(4)the payment of reasonable and customary fees paid to, and indemnities provided on behalf of, officers, directors, employees or consultants of Company, any of its direct or indirect parent companies or any of its Restricted Subsidiaries;

(5)transactions in which the Company or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable to the Company or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis;

(6)any agreement as in effect as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date);

(7)the existence of, or the performance by the Company or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Company or any of its Restricted Subsidiaries of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this clause (7) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders when taken as a whole;

(8)the Transaction and the payment of all fees and expenses related to the Transaction, in each case as disclosed in the Offering Memorandum;

(9)transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture which are fair to the Company and its Restricted Subsidiaries, in the reasonable determination of the board of directors of the Company or the senior management

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thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party;

(10)the issuance of Equity Interests (other than Disqualified Stock) of the Company to any Permitted Holder or to any director, officer, employee or consultant;

(11)sales of accounts receivable, or participations therein, in connection with any Receivables Facility;

(12)payments by the Company or any of its Restricted Subsidiaries to any of the Investors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which payments are approved by a majority of the board of directors of the Company in good faith;

(13)payments or loans (or cancellation of loans) to employees or consultants of the Company, any of its direct or indirect parent companies or any of its Restricted Subsidiaries and employment agreements, stock option plans and other similar arrangements with such employees or consultants which, in each case, are approved by the Company in good faith; and

(14)investments by the Investors in securities of the Company or any of its Restricted Subsidiaries so long as (i) the investment is being offered generally to other investors on the same or more favorable terms and (ii) the investment constitutes less than 5% of the proposed or outstanding issue amount of such class of securities.

Section 4.12Liens.

The Company shall not, and shall not permit the Co-Issuer or any Guarantor to, directly or indirectly, create, incur, assume or otherwise cause or suffer to exist any Lien (except Permitted Liens) that secures obligations under any Indebtedness ranking pari passu with, or subordinated to, the Notes or any related Guarantee, on any asset or property of the Company, the Co-Issuer or any Guarantor, or any income or profits therefrom, or assign or convey any right to receive income therefrom, unless:

(1)in the case of Liens securing Subordinated Indebtedness, the Notes and related Guarantees are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; or

(2)in all other cases, the Notes or the Guarantees are equally and ratably secured, except that the foregoing shall not apply to Liens securing the Notes and the related Guarantees.

Section 4.13Corporate Existence.

Subject to Article 5 hereof, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its corporate existence, and the corporate, partnership or other existence of each of its Restricted Subsidiaries, in accordance with the respective organizational documents (as the same may be amended from time to time) of the Company or any such Restricted Subsidiary and (ii) the rights (charter and statutory), licenses and franchises of the Company and its Restricted Subsidiaries; provided that the Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Restricted Subsidiaries (other than the Co-Issuer), if the Company in good faith shall determine that the preservation thereof is no

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longer desirable in the conduct of the business of the Company and its Restricted Subsidiaries, taken as a whole.

Section 4.14Offer to Repurchase Upon Change of Control.

(a)If a Change of Control occurs, unless the Issuers have previously or concurrently mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuers shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date.  Within 60 days following any Change of Control, the Issuers shall send notice of such Change of Control Offer by first-class mail, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC with a copy to the Trustee, with the following information:

(1)that a Change of Control Offer is being made pursuant to this Section 4.14 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuers;

(2)the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);

(3)that any Note not properly tendered will remain outstanding and continue to accrue interest;

(4)that unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;

(5)that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;

(6)that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes; provided that the paying agent receives, not later than the close of business on the 30th day following the date of the Change of Control notice, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;

(7)that if the Issuers are repurchasing less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered.  The unpurchased portion of the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof; and

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(8)the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.

The notice, if mailed in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice.  If (a) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect.  The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer.  To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under this Section 4.14 by virtue thereof.

(b)On the Change of Control Payment Date, the Issuers shall, to the extent permitted by law,

(1)accept for payment all Notes issued by them or portions thereof properly tendered pursuant to the Change of Control Offer,

(2)deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered, and

(3)deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to, and purchased by, the Issuers.

(c)The Issuers shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.  Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.

(d)Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.

Section 4.15Limitation on Guarantees of Indebtedness by Restricted Subsidiaries.

The Company shall not permit any of its Wholly-Owned Subsidiaries that are Restricted Subsidiaries (and non-Wholly-Owned Subsidiaries if such non-Wholly-Owned Subsidiaries guarantee other capital markets debt securities), other than a Guarantor, the Co-Issuer or a Foreign Subsidiary guaranteeing Indebtedness of another Foreign Subsidiary, to guarantee the payment of any Indebtedness of the Company, the Co-Issuer or any other Guarantor unless such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Company, the Co-Issuer or any Guarantor:

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(a)if the Notes or such Guarantor’s Guarantee are subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary’s guarantee with respect to such Indebtedness substantially to the same extent as the Notes are subordinated to such Indebtedness; and

(b)if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes; and

(c)such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee;

provided that this Section 4.15 shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary.

Section 4.16Limitation on Layering.

Notwithstanding anything to the contrary, the Company shall not, and shall not permit the Co-Issuer or any Guarantor to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) that is subordinate in right of payment to any Senior Indebtedness of the Company, the Co-Issuer or such Guarantor, as the case may be, unless such Indebtedness is either:

(a)equal in right of payment with the Notes or such Guarantor’s Guarantee of the Notes, as the case may be; or

(b)expressly subordinated in right of payment to the Notes or such Guarantor’s Guarantee of the Notes, as the case may be.

For the purposes of this Indenture, Indebtedness that is unsecured is not deemed to be subordinated or junior to Secured Indebtedness merely because it is unsecured, and Senior Indebtedness is not deemed to be subordinated or junior to any other Senior Indebtedness merely because it has a junior priority with respect to the same collateral.

Section 4.17Limitation on Business Activities of the Co-Issuer.

The Co-Issuer may not hold any assets, become liable for any obligations or engage in any business activities; provided that it may be a co-obligor with respect to the Notes or any other Indebtedness issued by the Company, and may engage in any activities directly related thereto or necessary in connection therewith.  The Co-Issuer shall be a Wholly-Owned Subsidiary of the Company at all times.

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ARTICLE 5

SUCCESSORS

Section 5.01Merger, Consolidation or Sale of All or Substantially All Assets.

(a)Company. The Companyshall not, directly or indirectly, consolidate or merge with or into or wind up into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the Company’s properties or assets, in one or more related transactions, to any Person unless:

(1)either:  (x) the Company is the surviving corporation; or (y) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership (including a limited partnership), trust or limited liability company organized or existing under the laws of the jurisdiction of organization of the Company or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Person, as the case may be, being herein called the “Successor Company”);

(2)the Successor Company, if other than the Company, expressly assumes all the obligations of the Company under the Notes pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee, and the Registration Rights Agreement if the exchange offer contemplated therein has not been consummated or if the Issuers continue to have an obligation to file or maintain the effectiveness of a shelf registration statement as provided under such agreement;

(3)immediately after such transaction, no Default or Event of Default exists;

(4)immediately after giving pro forma effect to such transaction and any related financing transactions, as if such transactions had occurred at the beginning of the applicable four-quarter period,

(A)the Successor Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof, or

(B)the Fixed Charge Coverage Ratio for the Successor Company, the Company and its Restricted Subsidiaries would be greater than such Ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction;

(5)each Guarantor, unless it is the other party to the transactions described above, in which case Section 5.01(c)(1)(B) hereof shall apply, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under this Indenture, the Notes and the Registration Rights Agreement if the exchange offer contemplated therein has not been consummated or if the Issuers continue to have an obligation to file or maintain the effectiveness of a shelf registration statement as provided under such agreement;

(6)the Co-Issuer, unless it is the party to the transactions described above, in which case clause (3) of Section 5.01(e) hereof shall apply, shall have by supplemental indenture confirm that it continues to be a co-obligor of the Notes; and

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(7)the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with this Indenture.

(b)The Successor Company shall succeed to, and be substituted for the Company, as the case may be, under this Indenture, the Guarantees and the Notes, as applicable. Notwithstanding clauses (3) and (4) of Section 5.01(a) hereof,

(1)any Restricted Subsidiary may consolidate with or merge into or transfer all or part of its properties and assets to the Company, and

(2)the Company may merge with an Affiliate of the Company, as the case may be, solely for the purpose of reincorporating the Company in the United States, any state thereof, the District of Columbia or any territory thereof so long as the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby.

(c)Guarantors. Subject to certain limitations described in this Indenture governing release of a Guarantee upon the sale, disposition or transfer of a guarantor, no Guarantor shall, and the Company shall not permit any Guarantor to, consolidate or merge with or into or wind up into (whether or not the Company or Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:

(1)(A) such Guarantor is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership, trust or limited liability company organized or existing under the laws of the jurisdiction of organization of such Guarantor, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Guarantor or such Person, as the case may be, being herein called the “Successor Person”);

(B) the Successor Person, if other than such Guarantor, expressly assumes all the obligations of such Guarantor under this Indenture and such Guarantor’s related Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

(C) immediately after such transaction, no Default or Event of Default exists; and

(D) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with this Indenture; or

(2)the transaction is made in compliance with Section 4.10 hereof.

(d)Subject to certain limitations described in this Indenture, the Successor Person shall succeed to, and be substituted for, such Guarantor under this Indenture and such Guarantor’s Guarantee. Notwithstanding the foregoing, any Guarantor may merge into or transfer all or part of its properties and assets to another Guarantor or the Company or merge with an Affiliate of the Company solely for the purpose of reincorporating the Guarantor in the United States, any state thereof, the District of Columbia or any territory thereof without regard to the requirements set forth in Section 5.01(c) hereof.

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(e)Encore Medical Finance Corp. Encore Medical Finance Corp. shall not, directly or indirectly, consolidate or merge with or into or wind up into (whether or not Encore Medical Finance Corp. is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of Encore Medical Finance Corp.’s properties or assets, in one or more related transactions, to any Person unless:

(1)(A) concurrently therewith, a corporate Wholly-Owned Restricted Subsidiary of the Company organized and validly existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof (which may be the continuing Person as a result of such transaction) expressly assumes all the obligations of Encore Medical Finance Corp. under the Notes, pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee, and the Registration Rights Agreement if the exchange offer contemplated therein has not been consummated or if the Issuers continue to have an obligation to file or maintain the effectiveness of a shelf registration statement as provided under such agreement; or

(B) after giving effect thereto, at least one obligor on the notes shall be a corporation organized and validly existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof;

(2)immediately after such transaction, no Default or Event of Default shall have occurred and be continuing; and

(3)Encore Medical Finance Corp. shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture, if any, comply with this Indenture.

Section 5.02Successor Corporation Substituted.

Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Company, any Guarantor or the Co-Issuer in accordance with Section 5.01 hereof, the successor corporation formed by such consolidation or into or with which the Company, such Guarantor or the Co-Issuer, as the case may be, is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the Company, such Guarantor or the Co-Issuer, as the case may be, shall refer instead to the successor corporation and not to the Company, such Guarantor or the Co-Issuer, as the case may be), and may exercise every right and power of the Company, such Guarantor or the Co-Issuer, as the case may be, under this Indenture with the same effect as if such successor Person had been named as the Company, such Guarantor or the Co-Issuer, as the case may be, herein; provided that the predecessor, as the case may be, shall not be relieved from the obligation to pay the principal of and interest and Additional Interest, if any, on the Notes except in the case of a sale, assignment, transfer, conveyance or other disposition of all of the assets of the Company, such Guarantor or the Co-Issuer, as the case may be, that meets the requirements of Section 5.01 hereof.

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ARTICLE 6

DEFAULTS AND REMEDIES

Section 6.01Events of Default.

(a)An “Event of Default” wherever used herein, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(1)default in payment when due and payable (whether at maturity, upon redemption, acceleration or otherwise), of principal of, or premium, if any, on the Notes (whether or not prohibited by the subordination provisions of this Indenture);

(2)default for 30 days or more in the payment when due of interest or Additional Interest on or with respect to the Notes (whether or not prohibited by the subordination provisions of this Indenture);

(3)failure by the Company, the Co-Issuer or any Guarantor for 60 days after receipt of written notice given by the Trustee or the Holders of not less than 25% in principal amount of the Notes to comply with any of its obligations, covenants or agreements (other than a default referred to in Sections 6.01(a) (1) and (2) above;

(4)default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries, other than Indebtedness owed to the Company or a Restricted Subsidiary, whether such Indebtedness or guarantee now exists or is created after the issuance of the Notes, if both:

(a)such default either results from the failure to pay any principal of such Indebtedness at its stated final maturity (after giving effect to any applicable grace periods) or relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its stated maturity; and

(b)the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate $25.0 million or more at any one time outstanding;

(5)failure by the Company or any Significant Subsidiary (including the Co-Issuer) to pay final judgments aggregating in excess of $25.0 million, which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment becomes final, and in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed;

(6)the Company or any Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law:

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(i)commences proceedings to be adjudicated bankrupt or insolvent;

(ii)consents to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under applicable Bankruptcy law;

(iii)consents to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official of it or for all or substantially all of its property;

(iv)makes a general assignment for the benefit of its creditors; or

(v)generally is not paying its debts as they become due;

(7)a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(i)is for relief against the Company or any Significant Subsidiary, in a proceeding in which the Company or any Significant Subsidiary is to be adjudicated bankrupt or insolvent;

(ii)appoints a receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or any Significant Subsidiary, or for all or substantially all of the property of the Company or any Significant Subsidiary; or

(iii)orders the liquidation of the Company or any Significant Subsidiary;

and the order or decree remains unstayed and in effect for 60 consecutive days; or

(8)the Guarantee of any Significant Subsidiary shall for any reason cease to be in full force and effect or be declared null and void or any responsible officer of any Guarantor that is a Significant Subsidiary, as the case may be, denies that it has any further liability under its Guarantee or gives notice to such effect, other than by reason of the termination of this Indenture or the release of any such Guarantee in accordance with this Indenture.

(b)In the event of any Event of Default specified in clause (4) of Section 6.01(a) hereof, such Event of Default and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the Notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose:

(1)the Indebtedness or Guarantee that is the basis for such Event of Default has been discharged; or

(2)Holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default; or

(3)the default that is the basis for such Event of Default has been cured.

Section 6.02Acceleration.

(a)If any Event of Default (other than an Event of Default specified in clause (6) or (7) of Section 6.01(a) hereof) occurs and is continuing under this Indenture, the Trustee or the Holders of

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at least 25% in principal amount of the then total outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately; provided, however, that so long as any Indebtedness permitted to be incurred under this Indenture as part of the Senior Credit Facilities shall be outstanding, no such acceleration shall be effective until the earlier of:

(1) acceleration of any such Indebtedness under the Senior Credit Facilities; or

(2) five Business Days after the giving of written notice of such acceleration to the Company and the administrative agent under the Senior Credit Facilities.

Upon the effectiveness of such declaration, such principal and interest shall be due and payable immediately. The Trustee shall have no obligation to accelerate the Notes if and so long as a committee of its Responsible Officers in good faith determines acceleration is not in the best interest of the Holders.

Notwithstanding the foregoing, in the case of an Event of Default arising under clause (6) or (7) of Section 6.01(a) hereof, all outstanding Notes shall be due and payable immediately without further action or notice.

The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest, Additional Interest, if any, or premium that has become due solely because of the acceleration) have been cured or waived.

Section 6.03Other Remedies.

If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal, premium, if any, and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture.

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law.

Section 6.04Waiver of Past Defaults.

Holders of not less than a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences hereunder, except a continuing Default in the payment of the principal of, premium, if any, Additional Interest, if any, or interest on, any Note held by a non-consenting Holder (including in connection with an Asset Sale Offer or a Change of Control Offer); provided, subject to Section 6.02 hereof, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

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Section 6.05Control by Majority.

Holders of a majority in principal amount of the then total outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder of a Note or that would involve the Trustee in personal liability.

Section 6.06Limitation on Suits.

Subject to Section 6.07 hereof, no Holder of a Note may pursue any remedy with respect to this Indenture or the Notes unless:

(1)such Holder has previously given the Trustee notice that an Event of Default is continuing;

(2)Holders of at least 25% in principal amount of the total outstanding Notes have requested the Trustee to pursue the remedy;

(3)Holders of the Notes have offered the Trustee reasonable security or indemnity against any loss, liability or expense;

(4)the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and

(5)Holders of a majority in principal amount of the total outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period.

A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a Note.

Section 6.07Rights of Holders of Notes to Receive Payment.

Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal, premium, if any, and Additional Interest, if any, and interest on the Note, on or after the respective due dates expressed in the Note (including in connection with an Asset Sale Offer or a Change of Control Offer), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Section 6.08Collection Suit by Trustee.

If an Event of Default specified in Section 6.01(a)(1) or (2) hereof occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Issuers for the whole amount of principal of, premium, if any, and Additional Interest, if any, and interest remaining unpaid on the Notes and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

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Section 6.09Restoration of Rights and Remedies.

If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceedings, the Issuers, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding has been instituted.

Section 6.10Rights and Remedies Cumulative.

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in Section 2.07 hereof, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 6.11Delay or Omission Not Waiver.

No delay or omission of the Trustee or of any Holder of any Note to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

Section 6.12Trustee May File Proofs of Claim.

The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Company (or any other obligor upon the Notes including the Co-Issuer and the Guarantors), its creditors or its property and shall be entitled and empowered to participate as a member in any official committee of creditors appointed in such matter and to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

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Section 6.13Priorities.

If the Trustee collects any money pursuant to this Article 6, it shall pay out the money in the following order:

(i)to the Trustee, its agents and attorneys for amounts due under Section 7.07 hereof, including payment of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;

(ii)to holders of Senior Indebtedness of the Issuers and, if such money or property has been collected from a Guarantor, to holders of Senior Indebtedness of such Guarantor, in each case to the extent required by Article 10 and/or Article 12 hereof, as applicable

(iii)to Holders of Notes for amounts due and unpaid on the Notes for principal, premium, if any, and Additional Interest, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, and Additional Interest, if any, and interest, respectively; and

(iv)to the Company or to such party as a court of competent jurisdiction shall direct, including the Co-Issuer or a Guarantor, if applicable.

The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.13.

Section 6.14Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.14 does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in principal amount of the then outstanding Notes.

ARTICLE 7

TRUSTEE

Section 7.01Duties of Trustee.

(a)If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(b)Except during the continuance of an Event of Default:

(i)the duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set forth in this

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Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(ii)in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture.

(c)The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(i)this paragraph does not limit the effect of paragraph (b) of this Section 7.01;

(ii)the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved in a court of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; and

(iii)the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof.

(d)Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.01.

(e)The Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the Holders of the Notes unless the Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense.

(f)The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuers. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Section 7.02Rights of Trustee.

(a)The Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuers, personally or by agent or attorney at the sole cost of the Issuers and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

(b)Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel of its selection and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

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(c)The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent or attorney appointed with due care.

(d)The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture.

(e)Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from an Issuer shall be sufficient if signed by an Officer of such Issuer.

(f)None of the provisions of this Indenture shall require the Trustee to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it.

(g)The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a Default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture.

(h)In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

(i)The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder.

(j)In the event the Issuers are required to pay Additional Interest, the Issuers will provide written notice to the Trustee of the Issuers’ obligation to pay Additional Interest no later than 15 days prior to the next Interest Payment Date, which notice shall set forth the amount of the Additional Interest to be paid by the Issuers. The Trustee shall not at any time be under any duty or responsibility to any Holders to determine whether the Additional Interest is payable and the amount thereof.

Section 7.03Individual Rights of Trustee.

The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuers or any Affiliate of the Issuers with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as trustee or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.

Section 7.04Trustee’s Disclaimer.

The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Issuers’ use of the proceeds from the Notes or any money paid to the Issuers or upon the Issuers’ direction under any provision of this Indenture, it shall not be responsible for the use or application of any money received by any Paying

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Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.

Section 7.05Notice of Defaults.

If a Default occurs and is continuing and if it is known to the Trustee, the Trustee shall mail to Holders of Notes a notice of the Default within 90 days after it occurs. Except in the case of a Default relating to the payment of principal, premium, if any, or interest on any Note, the Trustee may withhold from the Holders notice of any continuing Default if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Notes. The Trustee shall not be deemed to know of any Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is such a Default is received by the Trustee at the Corporate Trust Office of the Trustee.

Section 7.06Reports by Trustee to Holders of the Notes.

Within 60 days after each May 15, beginning with the May 15 following the date of this Indenture, and for so long as Notes remain outstanding, the Trustee shall mail to the Holders of the Notes a brief report dated as of such reporting date that complies with Trust Indenture Act Section 313(a) (but if no event described in Trust Indenture Act Section 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also shall comply with Trust Indenture Act Section 313(b)(2). The Trustee shall also transmit by mail all reports as required by Trust Indenture Act Section 313(c).

A copy of each report at the time of its mailing to the Holders of Notes shall be mailed to the Issuers and filed with the SEC and each stock exchange on which the Notes are listed in accordance with Trust Indenture Act Section 313(d). The Issuers shall promptly notify the Trustee when the Notes are listed on any stock exchange.

Section 7.07Compensation and Indemnity.

The Issuers and the Guarantors, jointly and severally, shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as the parties shall agree in writing from time to time. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers and the Guarantors, jointly and severally, shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.

The Issuers and the Guarantors, jointly and severally, shall indemnify the Trustee for, and hold the Trustee harmless against, any and all loss, damage, claims, liability or expense (including attorneys’ fees) incurred by it in connection with the acceptance or administration of this trust and the performance of its duties hereunder (including the costs and expenses of enforcing this Indenture against the Issuers or any of the Guarantors (including this Section 7.07) or defending itself against any claim whether asserted by any Holder, the Issuers or any Guarantor, or liability in connection with the acceptance, exercise or performance of any of its powers or duties hereunder). The Trustee shall notify the Issuers promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuers shall not relieve the Issuers of their obligations hereunder. The Issuers shall defend the claim and the Trustee may have separate counsel and the Issuers shall pay the fees and expenses of such counsel.

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The Issuers need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee’s own willful misconduct, negligence or bad faith.

The obligations of the Issuers under this Section 7.07 shall survive the satisfaction and discharge of this Indenture or the earlier resignation or removal of the Trustee.

To secure the payment obligations of the Issuers and the Guarantors in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture.

When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(a)(6) or (7) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

The Trustee shall comply with the provisions of Trust Indenture Act Section 313(b)(2) to the extent applicable.

Section 7.08Replacement of Trustee.

A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Issuers. The Holders of a majority in principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Issuers in writing. The Issuers may remove the Trustee if:

(a)the Trustee fails to comply with Section 7.10 hereof;

(b)the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

(c)a custodian or public officer takes charge of the Trustee or its property; or

(d)the Trustee becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Issuers shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Issuers.

If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee (at the Issuers’ expense), the Issuers or the Holders of at least 10% in principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee.

If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10 hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

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A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuers. Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee; provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Issuers’ obligations under Section 7.07 hereof shall continue for the benefit of the retiring Trustee.

Section 7.09Successor Trustee by Merger, etc.

If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act shall be the successor Trustee.

Section 7.10Eligibility; Disqualification.

There shall at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition.

This Indenture shall always have a Trustee who satisfies the requirements of Trust Indenture Act Sections 310(a)(1), (2) and (5). The Trustee is subject to Trust Indenture Act Section 310(b).

Section 7.11Preferential Collection of Claims Against Issuers.

The Trustee is subject to Trust Indenture Act Section 311(a), excluding any creditor relationship listed in Trust Indenture Act Section 311(b). A Trustee who has resigned or been removed shall be subject to Trust Indenture Act Section 311(a) to the extent indicated therein.

ARTICLE 8

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01Option to Effect Legal Defeasance or Covenant Defeasance.

The Issuers may, at their option and at any time, elect to have either Section 8.02 or 8.03 hereof applied to all outstanding Notes upon compliance with the conditions set forth below in this Article 8.

Section 8.02Legal Defeasance and Discharge.

Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Guarantees on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to

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in (a) and (b) below, and to have satisfied all their other obligations under such Notes and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

(a)the rights of Holders of Notes to receive payments in respect of the principal of, premium, if any, and interest on the Notes when such payments are due solely out of the trust created pursuant to this Indenture referred to in Section 8.04 hereof;

(b)the Issuers’ obligations with respect to Notes concerning issuing temporary Notes, registration of such Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(c)the rights, powers, trusts, duties and immunities of the Trustee, and the Issuers’ obligations in connection therewith; and

(d)this Section 8.02.

Subject to compliance with this Article 8, the Issuers may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Section 8.03Covenant Defeasance.

Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuers and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15 and 4.16 hereof and clauses (4) and (5) of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuers may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(3), 6.01(4), 6.01(5), 6.01(6) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries), 6.01(7) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries) and 6.01(8) hereof shall not constitute Events of Default.

Section 8.04Conditions to Legal or Covenant Defeasance.

The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes:

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In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Notes:

(1)the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest due on the Notes on the stated maturity date or on the redemption date, as the case may be, of such principal, premium, if any, or interest on such Notes and the Company must specify whether such Notes are being defeased to maturity or to a particular redemption date;

(2)in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions,

(a)the Issuers have received from, or there has been published by, the United States Internal Revenue Service a ruling, or

(b)since the issuance of the Notes, there has been a change in the applicable U.S. federal income tax law,

in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3)in the case of Covenant Defeasance, the Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4)no Default (other than that resulting from borrowing funds to be applied to make the deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to other Indebtedness, and, in each case, the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit;

(5)such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Senior Credit Facilities or any other material agreement or instrument (other than this Indenture) to which, the Issuers or any Guarantor is a party or by which the Issuers or any Guarantor is bound (other than that resulting from any borrowing of funds to be applied to make the deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to other Indebtedness, and the granting of Liens in connection therewith);

(6)the Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect that, as of the date of such opinion and subject to customary assumptions and exclusions following

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the deposit, the trust funds will not be subject to the effect of Section 547 of Title 11 of the United States Code;

(7)the Issuers shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuers with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers or any Guarantor or others; and

(8)the Issuers shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.

Section 8.05Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions.

Subject to Section 8.06 hereof, all money and Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including an Issuer or a Guarantor acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium and Additional Interest, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. Money and Government Securities so held in trust are not subject to Article 10 or Article 12 hereof

The Issuers shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or Government Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.

Anything in this Article 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers from time to time upon the request of the Issuers any money or Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.06Repayment to Issuers.

Any money deposited with the Trustee or any Paying Agent, or then held by the Issuers, in trust for the payment of the principal of, premium and Additional Interest, if any, or interest on any Note and remaining unclaimed for two years after such principal, and premium and Additional Interest, if any, or interest has become due and payable shall be paid to the Issuers on their request or (if then held by the Issuers) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Issuers for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuers as trustee thereof, shall thereupon cease.

Section 8.07Reinstatement.

If the Trustee or Paying Agent is unable to apply any United States dollars or Government Securities in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of any

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order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Issuers’ obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided that, if the Issuers make any payment of principal of, premium and Additional Interest, if any, or interest on any Note following the reinstatement of its obligations, the Issuers shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.

ARTICLE 9

AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01Without Consent of Holders of Notes.

Notwithstanding Section 9.02 hereof, the Issuers, any Guarantor (with respect to a Guarantee or this Indenture) and the Trustee may amend or supplement this Indenture and any Guarantee or Notes without the consent of any Holder:

(1)to cure any ambiguity, omission, mistake, defect or inconsistency;

(2)to provide for uncertificated Notes of such series in addition to or in place of certificated Notes;

(3)to comply with Section 5.01 hereof;

(4)to provide the assumption of the Issuers’ or any Guarantor’s obligations to the Holders;

(5)to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder;

(6)to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuers or any Guarantor;

(7)to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act;

(8)to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee thereunder pursuant to the requirements thereof;

(9)to provide for the issuance of exchange notes or private exchange notes, which are identical to exchange notes except that they are not freely transferable;

(10)to provide for the issuance of Additional Notes in accordance with this Indenture;

(11)to add a Guarantor under this Indenture or to release a Guarantor in accordance with the terms of this Indenture;

(12)to conform the text of this Indenture, Guarantees or the Notes to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision

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in such “Description of Notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee or Notes;

(13)to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided, however, that (i) compliance with this Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer the Notes; or

(14)to make any other modifications to the Notes or the Indenture of a formal, minor or technical nature, or necessary to correct a manifest error, so long as such modification does not adversely affect the rights of any Holders in any material respect.

Upon the request of the Issuers accompanied by a resolution of their respective boards of directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuers and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, and delivery of an Officer’s Certificate.

Section 9.02With Consent of Holders of Notes.

Except as provided below in this Section 9.02, the Issuers and the Trustee may amend or supplement this Indenture, the Notes and the Guarantees with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium and Additional Interest, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02.

Upon the request of the Issuers accompanied by a resolution of their respective boards of directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuers in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture.

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It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof.

After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.

Without the consent of each affected Holder of Notes, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

(1)reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;

(2)reduce the principal of or change the fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of such Notes (other than provisions relating to Section 3.09, Section 4.10 and Section 4.14 hereof to the extent that any such amendment or waiver does not have the effect of reducing the principal of or changing the fixed final maturity of any such Note or altering or waiving the provisions with respect to the redemption of such Notes);

(3)reduce the rate of or change the time for payment of interest on any Note;

(4)waive a Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders;

(5)make any Note payable in money other than U.S. dollars;

(6)make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest or Additional Interest on the Notes;

(7)make any change in these amendment and waiver provisions;

(8)impair the right of any Holder to receive payment of principal of, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes or the Guarantees;

(9)make any change in the subordination provisions hereof that would adversely affect the Holders; or

(10)except as expressly permitted by this Indenture, modify the Guarantees of any Significant Subsidiary in any manner adverse to the Holders of the Notes or release the Co-Issuer from its obligations under this Indenture.

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Section 9.03Compliance with Trust Indenture Act.

Every amendment or supplement to this Indenture or the Notes shall be set forth in an amended or supplemental indenture that complies with the Trust Indenture Act as then in effect.

Section 9.04Revocation and Effect of Consents.

Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.

The Issuers may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement, or waiver. If a record date is fixed, then, notwithstanding the preceding paragraph, those Persons who were Holders at such record date (or their duly designated proxies), and only such Persons, shall be entitled to consent to such amendment, supplement, or waiver or to revoke any consent previously given, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date unless the consent of the requisite number of Holders has been obtained.

Section 9.05Notation on or Exchange of Notes.

The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Issuers in exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver.

Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.

Section 9.06Trustee to Sign Amendments, etc.

The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. The Issuers may not sign an amendment, supplement or waiver until the board of directors approves it. In executing any amendment, supplement or waiver, the Trustee shall be entitled to receive and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 14.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuers and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof (including Section 9.03). Notwithstanding the foregoing, no Opinion of Counsel will be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.

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Section 9.07Payment for Consent.

Neither the Issuers nor any Affiliate of the Issuers shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to all Holders and is paid to all Holders that so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement.

ARTICLE 10

SUBORDINATION

Section 10.01Agreement To Subordinate.

The Issuers agree, and each Holder by accepting a Note agrees, that the payment of all Obligations owing in respect of the Notes is subordinated in right of payment, to the extent and in the manner provided in this Article 10, to the prior payment in full of all existing and future Senior Indebtedness of the Issuers and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness. The Notes shall in all respects rank pari passu in right of payment with all existing and future Senior Subordinated Indebtedness of the Issuers, and will be senior in right of payment to all existing and future Subordinated Indebtedness of the Issuers; and only Indebtedness of the Issuers that is Senior Indebtedness shall rank senior to the Notes in accordance with the provisions set forth herein. All provisions of this Article 10 shall be subject to Section 10.12.

Section 10.02Liquidation, Dissolution, Bankruptcy.

Upon any payment or distribution of the assets of either Issuer to creditors upon a total or partial liquidation or a total or partial dissolution of such Issuer or in a reorganization of or similar proceeding relating to such Issuer or its property:

(i)the holders of Senior Indebtedness of such Issuer shall be entitled to receive payment in full in cash of such Senior Indebtedness before Holders shall be entitled to receive any payment; and

(ii)until the Senior Indebtedness of such Issuer is paid in full in cash, any payment or distribution to which Holders would be entitled but for the subordination provisions of this Indenture shall be made to holders of such Senior Indebtedness as their interests may appear, except that Holders may receive Permitted Junior Securities.

Section 10.03Default on Senior Indebtedness of the Issuers.

Neither the Issuers nor any Guarantor shall pay principal of, premium, if any, or interest on the Notes (or pay any other Obligations relating to the Notes, including Additional Interest, fees, costs, expenses, indemnities and rescission or damage claims) or make any deposit pursuant to Article 8 or Article 13 hereof and may not purchase, redeem or otherwise retire any Notes (collectively, “pay the Notes”) (except in the form of Permitted Junior Securities) if either of the following occurs (a “Payment Default”):

(i)any Obligation on any Designated Senior Indebtedness of such Issuer is not paid in full in cash when due, after giving effect to any applicable grace period; or

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(ii)any other default on Designated Senior Indebtedness of such Issuer occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms;

unless, in either case, the Payment Default has been cured or waived and any such acceleration has been rescinded or such Designated Senior Indebtedness has been paid in full in cash; provided, however, the Issuers shall be entitled to pay the Notes without regard to the foregoing if the Issuers and the Trustee receive written notice approving such payment from the Representatives of all Designated Senior Indebtedness with respect to which the Payment Default has occurred and is continuing.

During the continuance of any default other than a Payment Default (a “Non-Payment Default”) with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may be accelerated without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Issuers shall not pay the Notes (except in the form of Permitted Junior Securities) for a period (a “Payment Blockage Period”) commencing upon the receipt by the Trustee (with a copy to the Issuers) of written notice (a “Blockage Notice”) of such Non-Payment Default from the Representative of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter. So long as there shall remain outstanding any Senior Indebtedness under the Senior Credit Facilities, a Blockage Notice may be given only by the administrative agent thereunder unless otherwise agreed to in writing by the requisite lenders named therein. The Payment Blockage Period shall end earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Issuers from the Person or Persons who gave such Blockage Notice; (ii) because the default giving rise to such Blockage Notice is cured, waived or otherwise no longer continuing; or (iii) because such Designated Senior Indebtedness has been discharged or repaid in full in cash.

Notwithstanding the provisions described in the immediately preceding two sentences (but subject to the provisions contained in the first sentence of this Section 10.03 and Section 10.02 hereof), unless the holders of such Designated Senior Indebtedness or the Representative of such Designated Senior Indebtedness shall have accelerated the maturity of such Designated Senior Indebtedness or a Payment Default has occurred and is continuing, the Issuers and related Guarantors shall be entitled to resume paying the Notes after the end of such Payment Blockage Period. The Notes shall not be subject to more than one Payment Blockage Period in any consecutive 360-day period irrespective of the number of defaults with respect to Designated Senior Indebtedness of the Issuers during such period. However, in no event shall the total number of days during which any Payment Blockage Period or Periods on the Notes is in effect exceed 179 days in the aggregate during any consecutive 360-day period, and there must be at least 181 days during any consecutive 360-day period during which no Payment Blockage Period is in effect. Notwithstanding the foregoing, however, no default that existed or was continuing on the date of delivery of any Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Blockage Notice unless such default shall have been waived for a period of not less than 90 days (it being acknowledged that any subsequent action, or any breach of any financial covenants during the period after the date of delivery of a Blockage Notice, that, in either case, would give rise to a Non-Payment Default pursuant to any provisions under which a Non-Payment Default previously existed or was continuing shall constitute a new Non-Payment Default for this purpose).

Section 10.04Acceleration of Payment of Notes.

If payment of the Notes is accelerated because of an Event of Default, the Issuers shall promptly notify the holders of the Designated Senior Indebtedness of the Issuers or the Representative of such Designated Senior Indebtedness of the acceleration; provided that any failure to give such notice shall have no effect whatsoever on the provisions of this Article 10. If any Designated Senior Indebtedness

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of the Issuers is outstanding, the Issuers may not pay the Notes until five Business Days after the Representatives of all the holders of such Designated Senior Indebtedness receive notice of such acceleration and, thereafter, may pay the Notes only if this Indenture otherwise permits payment at that time.

Section 10.05When Distribution Must Be Paid Over.

If a distribution is made to Holders that, due to the subordination provisions, should not have been made to them, such Holders are required to hold it in trust for the holders of Senior Indebtedness of the Issuers and pay it over to them as their interests may appear.

Section 10.06Subrogation.

After all Senior Indebtedness of an Issuer is paid in full and until the Notes are paid in full, Holders shall be subrogated to the rights of holders of such Senior Indebtedness to receive distributions applicable to such Senior Indebtedness. A distribution made under this Article 10 to holders of such Senior Indebtedness which otherwise would have been made to Holders is not, as between the Issuers and Holders, a payment by the Issuers on such Senior Indebtedness.

Section 10.07Relative Rights.

This Article 10 defines the relative rights of Holders and holders of Senior Indebtedness of the Issuers. Nothing in this Indenture shall:

(i)impair, as between the Issuers and Holders, the obligation of the Issuers, which is absolute and unconditional, to pay principal of and interest on the Notes in accordance with their terms;

(ii)prevent the Trustee or any Holder from exercising its available remedies upon a Default, subject to the rights of holders of Senior Indebtedness of the Issuers to receive payments or distributions otherwise payable to Holders and such other rights of such holders of Senior Indebtedness as set forth herein; or

(iii)affect the relative rights of Holders and creditors of the Issuers other than their rights in relation to holders of Senior Indebtedness.

Section 10.08Subordination May Not Be Impaired by Issuers.

No right of any holder of Senior Indebtedness of the Issuers to enforce the subordination of the Indebtedness evidenced by the Notes shall be impaired by any act or failure to act by the Issuers or by their failure to comply with this Indenture.

Section 10.09Rights of Trustee and Paying Agent.

Notwithstanding Section 10.03 hereof, the Trustee or any Paying Agent may continue to make payments on the Notes and shall not be charged with knowledge of the existence of facts that would prohibit the making of any payments unless, not less than two Business Days prior to the date of such payment, a Responsible Officer of the Trustee receives notice satisfactory to him that payments may not be made under this Article 10. The Issuers, the Registrar, the Paying Agent, a Representative or a holder of Senior Indebtedness of the Issuers shall be entitled to give the notice; provided, however, that, if an issue of Senior Indebtedness of the Issuers has a Representative, only the Representative shall be entitled to give the notice.

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The Trustee in its individual or any other capacity shall be entitled to hold Senior Indebtedness of the Issuers with the same rights it would have if it were not Trustee. The Registrar and the Paying Agent shall be entitled to do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 with respect to any Senior Indebtedness of the Issuers which may at any time be held by it, to the same extent as any other holder of such Senior Indebtedness; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Nothing in this Article 10 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.07 hereof or any other Section of this Indenture.

Section 10.10Distribution or Notice to Representative.

Whenever a distribution is to be made or a notice given to holders of Senior Indebtedness of the Issuers, the distribution may be made and the notice given to their Representative (if any).

Section 10.11Article 10 Not To Prevent Events of Default or Limit Right To Accelerate.

The failure to make a payment pursuant to the Notes by reason of any provision in this Article 10 shall not be construed as preventing the occurrence of a Default. Nothing in this Article 10 shall have any effect on the right of the Holders or the Trustee to accelerate the maturity of the Notes.

Section 10.12Trust Moneys Not Subordinated.

Notwithstanding anything contained herein to the contrary, payments from money or the proceeds of Government Securities held in trust by the Trustee for the payment of principal of and interest on the Notes pursuant to Article 8 or Article 13 hereof shall not be subordinated to the prior payment of any Senior Indebtedness of the Issuers or subject to the restrictions set forth in this Article 10, and none of the Holders shall be obligated to pay over any such amount to the Issuers or any holder of Senior Indebtedness of the Issuers or any other creditor of the Issuers, provided that the subordination provisions of this Article 10 were not violated at the time the applicable amounts were deposited in trust pursuant to Article 8 or Article 13 hereof, as the case may be.

Section 10.13Trustee Entitled To Rely.

Upon any payment or distribution pursuant to this Article 10, the Trustee and the Holders shall be entitled to rely (a) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 10.02 hereof are pending, (b) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders or (c) upon the Representatives of Senior Indebtedness of the Issuers for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Senior Indebtedness and other Indebtedness of the Issuers, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 10. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Senior Indebtedness of the Issuers to participate in any payment or distribution pursuant to this Article 10, the Trustee shall be entitled to request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 10, and, if such evidence is not furnished, the Trustee shall be entitled to defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 hereof shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 10.

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Section 10.14Trustee To Effectuate Subordination.

A Holder by its acceptance of a Note agrees to be bound by this Article 10 and authorizes and expressly directs the Trustee, on his behalf, to take such action as may be necessary or appropriate to effectuate the subordination between the Holders and the holders of Senior Indebtedness of the Issuers as provided in this Article 10 and appoints the Trustee as attorney-in-fact for any and all such purposes.

Section 10.15Trustee Not Fiduciary for Holders of Senior Indebtedness of the Issuers.

The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness of the Issuers and shall not be liable to any such holders if it shall mistakenly pay over or distribute to Holders or the Issuers or any other Person, money or assets to which any holders of Senior Indebtedness of the Issuers shall be entitled by virtue of this Article 10 or otherwise.

Section 10.16Reliance by Holders of Senior Indebtedness of the Issuers on Subordination Provisions.

Each Holder by accepting a Note acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration to each holder of any Senior Indebtedness of the Issuers, whether such Senior Indebtedness was created or acquired before or after the issuance of the Notes, to acquire and continue to hold, or to continue to hold, such Senior Indebtedness and such holder of such Senior Indebtedness shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Indebtedness.

Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness of the Issuers may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders, without incurring responsibility to the Trustee or the Holders and without impairing or releasing the subordination provided in this Article 10 or the obligations hereunder of the Holders to the holders of the Senior Indebtedness of the Issuers, do any one or more of the following:  (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Indebtedness of the Issuers, or otherwise amend or supplement in any manner Senior Indebtedness of the Issuers, or any instrument evidencing the same or any agreement under which Senior Indebtedness of the Issuers is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Indebtedness of the Issuers; (iii) release any Person liable in any manner for the payment or collection of Senior Indebtedness of the Issuers; and (iv) exercise or refrain from exercising any rights against the Issuers and any other Person.

ARTICLE 11

GUARANTEES

Section 11.01Guarantee.

Subject to this Article 11, from and after the consummation of the Acquisition, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that: (a) the principal of, premium or interest on, or Additional Interest in respect of the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed,

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all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever and covenants that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture.

Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 11.01.

If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers or the Guarantors, any amount paid either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees.

Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers for liquidation, reorganization, should the Issuers become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’ assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

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In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

The Guarantee issued by any Guarantor shall be a general unsecured senior subordinated obligation of such Guarantor and shall be subordinated in right of payment to all existing and future Senior Indebtedness of such Guarantor, if any.

Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Section 11.02Limitation on Guarantor Liability.

Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of each Guarantor shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 11, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each Guarantor that makes a payment under its Guarantee shall be entitled upon payment in full of all guaranteed obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP.

Section 11.03Execution and Delivery.

To evidence its Guarantee set forth in Section 11.01 hereof, each Guarantor hereby agrees that this Indenture shall be executed on behalf of such Guarantor by its President, one of its Vice Presidents or one of its Assistant Vice Presidents.

Each Guarantor hereby agrees that its Guarantee set forth in Section 11.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes.

If an Officer whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates the Note, the Guarantee shall be valid nevertheless.

The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors.

If required by Section 4.15 hereof, the Company shall cause any newly created or acquired Restricted Subsidiary that is not a Guarantor to comply with the provisions of Section 4.15 hereof and this Article 11, to the extent applicable.

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Section 11.04Subrogation.

Each Guarantor shall be subrogated to all rights of Holders of Notes against the Issuers in respect of any amounts paid by any Guarantor pursuant to the provisions of Section 11.01 hereof; provided that, if an Event of Default has occurred and is continuing, no Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Issuers under this Indenture or the Notes shall have been paid in full.

Section 11.05Benefits Acknowledged.

Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the guarantee and waivers made by it pursuant to its Guarantee are knowingly made in contemplation of such benefits.

Section 11.06Release of Guarantees.

A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Issuers or the Trustee is required for the release of such Guarantor’s Guarantee, upon:

(1)(A)  any sale, exchange or transfer (by merger or otherwise) of the Capital Stock of such Guarantor (including any sale, exchange or transfer, after which the applicable Guarantor is no longer a Restricted Subsidiary), if such sale, exchange or transfer is made in compliance with the applicable provisions of this Indenture;

(B)the release or discharge of the guarantee by such Guarantor of the Senior Credit Facilities or the guarantee which resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee;

(C)the proper designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with Section 4.07 hereof and the definition of “Unrestricted Subsidiary” in Section 1.01 hereof; or

(D)the Issuers exercising their Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the Issuers’ obligations under this Indenture being discharged in accordance with the terms of this Indenture; and

(2)such Guarantor delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with.

ARTICLE 12

SUBORDINATION OF GUARANTEES

Section 12.01Agreement To Subordinate.

Each Guarantor agrees, and each Holder by accepting a Note agrees, that the obligations of such Guarantor under its Guarantee are subordinated in right of payment, to the extent and in the manner provided in this Article 12, to the prior payment in full of all existing and future Senior Indebtedness of such Guarantor and that the subordination is for the benefit of and enforceable by the holders of such

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Senior Indebtedness. A Guarantor’s obligations under its Guarantee shall in all respects rank pari passu in right of payment with all existing and future Senior Subordinated Indebtedness of such Guarantor, and will be senior in right of payment to all existing and future Subordinated Indebtedness of such Guarantor; and only Indebtedness of such Guarantor that is Senior Indebtedness shall rank senior to the obligations of such Guarantor under its Guarantee in accordance with the provisions set forth herein. All provisions of this Article 12 shall be subject to Section 12.12.

Section 12.02Liquidation, Dissolution, Bankruptcy.

Upon any payment or distribution of the assets of a Guarantor to creditors upon a total or partial liquidation or a total or partial dissolution of such Guarantor or in a reorganization of or similar proceeding relating to such Guarantor or its property:

(i)the holders of Senior Indebtedness of such Guarantor shall be entitled to receive payment in full in cash of such Senior Indebtedness before Holders shall be entitled to receive any payment; and

(ii)until the Senior Indebtedness of such Guarantor is paid in full in cash, any payment or distribution to which Holders would be entitled but for the subordination provisions of this Indenture shall be made to holders of such Senior Indebtedness as their interests may appear, except that Holders may receive Permitted Junior Securities.

Section 12.03Default on Senior Indebtedness of a Guarantor.

A Guarantor shall not make any payment pursuant to its Guarantee (or pay any other Obligations relating to its Guarantee, including Additional Interest, fees, costs, expenses, indemnities and rescission or damage claims) and may not purchase, redeem or otherwise retire any Notes (collectively, “pay its Guarantee”) (except in the form of Permitted Junior Securities) if either of the following occurs (a “Guarantor Payment Default”):

(i)any Obligation on any Designated Senior Indebtedness of such Guarantor is not paid in full in cash when due (after giving effect to any applicable grace period); or

(ii)any other default on Designated Senior Indebtedness of such Guarantor occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms;

unless, in either case, the Guarantor Payment Default has been cured or waived and any such acceleration has been rescinded or such Designated Senior Indebtedness has been paid in full in cash; provided, however, that such Guarantor shall be entitled to pay its Guarantee without regard to the foregoing if such Guarantor and the Trustee receive written notice approving such payment from the Representatives of all Designated Senior Indebtedness with respect to which the Guarantor Payment Default has occurred and is continuing.

During the continuance of any default (other than a Guarantor Payment Default) (a “Non-Guarantor Payment Default”) with respect to any Designated Senior Indebtedness of a Guarantor pursuant to which the maturity thereof may be accelerated without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, such Guarantor shall not pay its Guarantee (except in the form of Permitted Junior Securities) for a period (a “Guarantee Payment Blockage Period”) commencing upon the receipt by the Trustee (with a copy to such Guarantor and the Issuers) of written notice (a “Guarantee Blockage Notice”) of such Non-Guarantor Payment

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Default from the Representative of such Designated Senior Indebtedness specifying an election to effect a Guarantee Payment Blockage Period and ending 179 days thereafter. So long as there shall remain outstanding any Senior Indebtedness under the Senior Credit Facilities, a Guarantee Blockage Notice may be given only by the administrative agent thereunder unless otherwise agreed to in writing by the requisite lenders named therein. The Guarantee Payment Blockage Period shall end earlier if such Guarantee Payment Blockage Period is terminated (i) by written notice to the Trustee, the relevant Guarantor and the Issuers from the Person or Persons who gave such Guarantee Blockage Notice; (ii) because the default giving rise to such Guarantee Blockage Notice is cured, waived or otherwise no longer continuing; or (iii) because such Designated Senior Indebtedness has been discharged or repaid in full in cash.

Notwithstanding the provisions described in the immediately preceding two sentences (but subject to the provisions contained in the first sentence of this Section 12.03 and Section 12.02 hereof), unless the holders of such Designated Senior Indebtedness or the Representative of such Designated Senior Indebtedness shall have accelerated the maturity of such Designated Senior Indebtedness or a Guarantor Payment Default has occurred and is continuing, the relevant Guarantor shall be entitled to resume paying its Guarantee after the end of such Guarantee Payment Blockage Period. Each Guarantee shall not be subject to more than one Guarantee Payment Blockage Period in any consecutive 360-day period irrespective of the number of defaults with respect to Designated Senior Indebtedness of the relevant Guarantor during such period; provided that if any Guarantee Blockage Notice is delivered to the Trustee by or on behalf of the holders of Designated Senior Indebtedness of such Guarantor (other than the holders of Indebtedness under the Senior Credit Facilities), a Representative of holders of Indebtedness under the Senior Credit Facilities may give another Guarantee Blockage Notice within such period. However, in no event shall the total number of days during which any Guarantee Payment Blockage Period or Periods on a Guarantee is in effect exceed 179 days in the aggregate during any consecutive 360-day period, and there must be at least 181 days during any consecutive 360-day period during which no Guarantee Payment Blockage Period is in effect. Notwithstanding the foregoing, however, no default that existed or was continuing on the date of delivery of any Guarantee Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Guarantee Blockage Notice unless such default shall have been waived for a period of not less than 90 days (it being acknowledged that any subsequent action, or any breach of any financial covenants during the period after the date of delivery of a Guarantee Blockage Notice, that, in either case, would give rise to a Non-Guarantor Payment Default pursuant to any provisions under which a Non-Guarantor Payment Default previously existed or was continuing shall constitute a new Non-Guarantor Payment Default for this purpose).

Section 12.04Demand for Payment.

If payment of the Notes is accelerated because of an Event of Default and a demand for payment is made on a Guarantor pursuant to Article 11 hereof, the Issuers or such Guarantor shall promptly notify the holders of the Designated Senior Indebtedness of such Guarantor or the Representative of such Designated Senior Indebtedness of such demand; provided that any failure to give such notice shall have no effect whatsoever on the provisions of this Article 12. If any Designated Senior Indebtedness of a Guarantor is outstanding, such Guarantor may not pay its Guarantee until five Business Days after the Representatives of all the issuers of such Designated Senior Indebtedness receive notice of such acceleration and, thereafter, may pay its Guarantee only if this Indenture otherwise permits payment at that time.

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Section 12.05When Distribution Must Be Paid Over.

If a distribution is made to Holders that, due to the subordination provisions, should not have been made to them, such Holders are required to hold it in trust for the holders of Senior Indebtedness of the relevant Guarantor and pay it over to them as their interests may appear.

Section 12.06Subrogation.

After all Senior Indebtedness of a Guarantor is paid in full and until the Notes are paid in full, Holders shall be subrogated to the rights of holders of such Senior Indebtedness to receive distributions applicable to such Senior Indebtedness. A distribution made under this Article 12 to holders of such Senior Indebtedness which otherwise would have been made to Holders is not, as between the relevant Guarantor and Holders, a payment by such Guarantor on such Senior Indebtedness.

Section 12.07Relative Rights.

This Article 12 defines the relative rights of Holders and holders of Senior Indebtedness of a Guarantor. Nothing in this Indenture shall:

(i)impair, as between such Guarantor and Holders, the obligation of such Guarantor, which is absolute and unconditional, to make payments under its Guarantee in accordance with its terms;

(ii)prevent the Trustee or any Holder from exercising its available remedies upon a default by such Guarantor under its obligations with respect to its Guarantee, subject to the rights of holders of Senior Indebtedness of such Guarantor to receive payments or distributions otherwise payable to Holders and such other rights of such holders of Senior Indebtedness as set forth herein; or

(iii)affect the relative rights of Holders and creditors of such Guarantor other than their rights in relation to holders of Senior Indebtedness.

Section 12.08Subordination May Not Be Impaired by a Guarantor.

No right of any holder of Senior Indebtedness of a Guarantor to enforce the subordination of the obligations of such Guarantor under its Guarantee shall be impaired by any act or failure to act by such Guarantor or by its failure to comply with this Indenture.

Section 12.09Rights of Trustee and Paying Agent.

Notwithstanding Section 12.03 hereof, the Trustee or any Paying Agent may continue to make payments on the Notes and shall not be charged with knowledge of the existence of facts that would prohibit the making of any payments unless, not less than two Business Days prior to the date of such payment, a Responsible Officer of the Trustee receives notice satisfactory to him that payments may not be made under this Article 12. A Guarantor, the Registrar, the Paying Agent, a Representative or a holder of Senior Indebtedness of such Guarantor shall be entitled to give the notice; provided, however, that, if an issue of Senior Indebtedness of such Guarantor has a Representative, only the Representative shall be entitled to give the notice.

The Trustee in its individual or any other capacity shall be entitled to hold Senior Indebtedness of a Guarantor with the same rights it would have if it were not Trustee. The Registrar and the

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Paying Agent shall be entitled to do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 12 with respect to any Senior Indebtedness of a Guarantor which may at any time be held by it, to the same extent as any other holder of such Senior Indebtedness; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Nothing in this Article 12 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.07 hereof or any other Section of this Indenture.

Section 12.10Distribution or Notice to Representative.

Whenever a distribution is to be made or a notice given to holders of Senior Indebtedness of a Guarantor, the distribution may be made and the notice given to their Representative (if any).

Section 12.11Article 12 Not To Prevent Events of Default or Limit Right To Demand Payment.

The failure of a Guarantor to make a payment pursuant its Guarantee by reason of any provision in this Article 12 shall not be construed as preventing the occurrence of a default by such Guarantor under its Guarantee. Nothing in this Article 12 shall have any effect on the right of the Holders or the Trustee to make a demand for payment on a Guarantor pursuant to Article 11 hereof.

Section 12.12Trust Moneys Not Subordinated.

Notwithstanding anything contained herein to the contrary, payments from money or the proceeds of Government Securities held in trust by the Trustee for the payment of principal of and interest on the Notes pursuant to Article 8 or Article 13 hereof shall not be subordinated to the prior payment of any Senior Indebtedness of any Guarantor or subject to the restrictions set forth in this Article 12, and none of the Holders shall be obligated to pay over any such amount to such Guarantor or any holder of Senior Indebtedness of such Guarantor or any other creditor of such Guarantor, provided that the subordination provisions of this Article 12 were not violated at the time the applicable amounts were deposited in trust pursuant to Article 8 or Article 13 hereof, as the case may be

Section 12.13Trustee Entitled To Rely.

Upon any payment or distribution pursuant to this Article 12, the Trustee and the Holders shall be entitled to rely (a) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 hereof are pending, (b) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders or (c) upon the Representatives of Senior Indebtedness of a Guarantor for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Senior Indebtedness and other Indebtedness of such Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Senior Indebtedness of a Guarantor to participate in any payment or distribution pursuant to this Article 12, the Trustee shall be entitled to request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 12, and, if such evidence is not furnished, the Trustee shall be entitled to defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 hereof shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12.

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Section 12.14Trustee To Effectuate Subordination.

A Holder by its acceptance of a Note agrees to be bound by this Article 12 and authorizes and expressly directs the Trustee, on his behalf, to take such action as may be necessary or appropriate to effectuate the subordination between the Holders and the holders of Senior Indebtedness of a Guarantor as provided in this Article 12 and appoints the Trustee as attorney-in-fact for any and all such purposes.

Section 12.15Trustee Not Fiduciary for Holders of Senior Indebtedness of Guarantors.

The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness of a Guarantor and shall not be liable to any such holders if it shall mistakenly pay over or distribute to Holders or such Guarantor or any other Person, money or assets to which any holders of Senior Indebtedness of such Guarantor shall be entitled by virtue of this Article 12 or otherwise.

Section 12.16Reliance by Holders of Senior Indebtedness of a Guarantor on Subordination Provisions.

Each Holder by accepting a Note acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration to each holder of any Senior Indebtedness of a Guarantor, whether such Senior Indebtedness was created or acquired before or after the issuance of the Notes, to acquire and continue to hold, or to continue to hold, such Senior Indebtedness and such holder of such Senior Indebtedness shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Indebtedness.

Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness of a Guarantor may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders, without incurring responsibility to the Trustee or the Holders and without impairing or releasing the subordination provided in this Article 12 or the obligations hereunder of the Holders to the holders of the Senior Indebtedness of such Guarantor, do any one or more of the following:  (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Indebtedness of such Guarantor, or otherwise amend or supplement in any manner Senior Indebtedness of such Guarantor, or any instrument evidencing the same or any agreement under which Senior Indebtedness of such Guarantor is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Indebtedness of such Guarantor; (iii) release any Person liable in any manner for the payment or collection of Senior Indebtedness of such Guarantor; and (iv) exercise or refrain from exercising any rights against such Guarantor and any other Person.

ARTICLE 13

SATISFACTION AND DISCHARGE

Section 13.01Satisfaction and Discharge.

This Indenture shall be discharged and shall cease to be of further effect as to all Notes, when either:

(1)all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or

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(2)(A)  all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise, shall become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuers and the Issuers or any Guarantor have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption;

(B)no Default (other than that resulting from borrowing funds to be applied to make such deposit or any similar and simultaneous deposit relating to other Indebtedness) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under the Senior Credit Facilities or any other material agreement or instrument (other than this Indenture) to which the Issuers or any Guarantor is a party or by which the Issuers or any Guarantor is bound (other than that resulting from any borrowing of funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness);

(C)the Issuers have paid or caused to be paid all sums payable by it under this Indenture; and

(D)the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be.

In addition, the Issuers must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Notwithstanding the satisfaction and discharge of this Indenture, if money shall have been deposited with the Trustee pursuant to subclause (A) of clause (2) of this Section 13.01, the provisions of Section 13.02 and Section 8.06 hereof shall survive.

Section 13.02Application of Trust Money.

Subject to the provisions of Section 8.06 hereof, all money deposited with the Trustee pursuant to Section 13.01 hereof shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers acting as their own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium and Additional Interest, if any) and interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law.

If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with Section 13.01 hereof by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuers’ and any Guarantor’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 13.01 hereof; provided that if the

112

Issuers have made any payment of principal of, premium and Additional Interest, if any, or interest on any Notes because of the reinstatement of its obligations, the Issuers shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the Trustee or Paying Agent.

ARTICLE 14

MISCELLANEOUS

Section 14.01Trust Indenture Act Controls.

If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by Trust Indenture Act Section 318(c), the imposed duties shall control.

Section 14.02Notices.

Any notice or communication by the Issuers, any Guarantor or the Trustee to the others is duly given if in writing and delivered in person or mailed by first-class mail (registered or certified, return receipt requested), fax or overnight air courier guaranteeing next day delivery, to the others’ address:

If to the Issuers and/or any Guarantor:

c/o Encore Medical Finance LLC

9800 Metric Blvd.

Austin, Texas  78758

Facsimile:  (512) 832 6310

Attention:  Harry L. Zimmerman

If to the Trustee:

The Bank of New York
101 Barclay Street, Floor 8W
New York, New York 10286
Fax No.: (212) 815-5704
Attention:  Corporate Trust Administration

The Issuers, any Guarantor or the Trustee, by notice to the others, may designate additional or different addresses for subsequent notices or communications.

All notices and communications (other than those sent to Holders) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five calendar days after being deposited in the mail, postage prepaid, if mailed by first-class mail; when receipt acknowledged, if faxed; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery; provided that any notice or communication delivered to the Trustee shall be deemed effective upon actual receipt thereof.

Any notice or communication to a Holder shall be mailed by first-class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. Any notice or communication shall also be so mailed to any Person described in Trust Indenture Act Section 313(c), to the extent required by the Trust

113

Indenture Act. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.

If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

If the Issuers mail a notice or communication to Holders, they shall mail a copy to the Trustee and each Agent at the same time.

Section 14.03Communication by Holders of Notes with Other Holders of Notes.

Holders may communicate pursuant to Trust Indenture Act Section 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Issuers, the Trustee, the Registrar and anyone else shall have the protection of Trust Indenture Act Section 312(c).

Section 14.04Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Issuers or any of the Guarantors to the Trustee to take any action under this Indenture, the Issuers or such Guarantor, as the case may be, shall furnish to the Trustee:

(a)An Officer’s Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 14.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and

(b)An Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 14.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Section 14.05Statements Required in Certificate or Opinion.

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to Section 4.04 hereof or Trust Indenture Act Section 314(a)(4)) shall comply with the provisions of Trust Indenture Act Section 314(e) and shall include:

(a)a statement that the Person making such certificate or opinion has read such covenant or condition;

(b)a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(c)a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with (and, in the case of an Opinion of Counsel, may be limited to reliance on an Officer’s Certificate as to matters of fact); and

(d)a statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with.

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Section 14.06Rules by Trustee and Agents.

The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.

Section 14.07No Personal Liability of Directors, Officers, Employees and Stockholders.

No director, officer, employee, incorporator or stockholder of any Issuer or Guarantor or any of their parent companies shall have any liability for any obligations of the Issuers or the Guarantors under the Notes, the Guarantees or this Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

Section 14.08Governing Law.

THIS INDENTURE, THE NOTES AND ANY GUARANTEE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 14.09Waiver of Jury Trial.

EACH OF THE ISSUERS, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 14.10Force Majeure.

In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including without limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services.

Section 14.11No Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Company or its Restricted Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

Section 14.12Successors.

All agreements of the Issuers in this Indenture and the Notes shall bind its successors. All agreements of the Trustee in this Indenture shall bind their successors. All agreements of each Guarantor in this Indenture shall bind its successors, except as otherwise provided in Section 11.05 hereof.

Section 14.13Severability.

In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

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Section 14.14Counterpart Originals.

The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

Section 14.15Table of Contents, Headings, etc.

The Table of Contents, Cross-Reference Table and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

Section 14.16Qualification of Indenture.

The Issuers and the Guarantors shall qualify this Indenture under the Trust Indenture Act in accordance with the terms and conditions of the Registration Rights Agreement and shall pay all reasonable costs and expenses (including attorneys’ fees and expenses for the Issuers, the Guarantors and the Trustee) incurred in connection therewith, including, but not limited to, costs and expenses of qualification of this Indenture and the Notes and printing this Indenture and the Notes. The Trustee shall be entitled to receive from the Issuers and the Guarantors any such Officer’s Certificates, Opinions of Counsel or other documentation as it may reasonably request in connection with any such qualification of this Indenture under the Trust Indenture Act.

[Signatures on following page]

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ENCORE MEDICAL FINANCE LLC
By:	/s/ Harry L. Zimmerman
	Name: Harry L. Zimmerman
	Title: Executive Vice President-General Counsel, Secretary and Assistant Treasurer
ENCORE MEDICAL FINANCE CORP.
By:	/s/ Harry L. Zimmerman
	Name: Harry L. Zimmerman
	Title: Executive Vice President-General Counsel, Secretary and Assistant Treasurer

Signature Page to Senior Subordinated Indenture

ENCORE MEDICAL LLC
ENCORE MEDICAL, L.P.
ENCORE MEDICAL IHC, INC.
ENCORE MEDICAL ASSET CORPORATION
ENCORE MEDICAL GP, INC.
ENCORE MEDICAL PARTNERS, INC.
EMPI, INC.
EMPI CORP.
EMPI SALES CORP.
COMPEX TECHNOLOGIES, LLC
SPECTRA BRACE, LTD.
By:	/s/ Harry L. Zimmerman
	Name: Harry L. Zimmerman
	Title: Executive Vice President-General Counsel, Secretary and Assistant Treasurer

THE BANK OF NEW YORK, a New York banking corporation, as Trustee
By:	/s/ Mary LaGumina
	Name: Mary LaGumina
	Title: Vice President

EXHIBIT A

[Face of Note]

[Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the Regulation S Temporary Global Note Legend, if applicable pursuant to the provisions of the Indenture]

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CUSIP  [                     ]

ISIN  [                     ](1)

[[RULE 144A][REGULATION S] GLOBAL NOTE
representing up to
$                    ]

11¾% Senior Subordinated Notes due 2014

No. [$                   ]

ENCORE MEDICAL FINANCE LLC
ENCORE MEDICAL FINANCE CORP.

promises to pay to CEDE & CO. or registered assigns, the principal sum [of                                             United States Dollars] [as revised by the Schedule of Exchanges of Interests in the Global Note attached hereto,] on November 15, 2014.

Interest Payment Dates:  May 15 and November 15

Record Dates:  May 1 and November 1

(1)Rule 144A Note 292572AA2
Rule 144A Note ISIN:  US292572AA25
Regulation S Note CUSIP:  U29164AA5
Regulation S Note ISIN:  USU29164AA51
Exchange Note CUSIP: 292572AB0
Exchange Note ISIN: US292572AB08

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IN WITNESS HEREOF, the Issuers have caused this instrument to be duly executed.

Dated:

ENCORE MEDICAL FINANCE LLC
By:
	Name:
	Title:
ENCORE MEDICAL FINANCE CORP.
By:
	Name:
	Title:

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This is one of the Notes referred to in the within-mentioned Indenture:

THE BANK OF NEW YORK, a New York banking corporation, as Trustee
By:
	Authorized Signatory

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[Back of Note]

11¾% Senior Subordinated Notes due 2014

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

1.INTEREST. Encore Medical Finance LLC, a Delaware limited liability company, and Encore Medical Finance Corp., a Delaware corporation, jointly and severally promise to pay interest on the principal amount of this Note at 11¾% per annum from November 3, 2006 until maturity and shall pay the Additional Interest, if any, payable pursuant to the Registration Rights Agreement referred to below. The Issuers will pay interest and Additional Interest, if any, semi-annually in arrears on May 15 and November 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that the first Interest Payment Date shall be May 15, 2007. The Issuers will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the interest rate on the Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace periods) from time to time on demand at the interest rate on the Notes. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

2.METHOD OF PAYMENT. The Issuers will pay interest on the Notes and Additional Interest, if any, to the Persons who are registered Holders of Notes at the close of business on the May 1 or November 1 (whether or not a Business Day), as the case may be, next preceding the Interest Payment Date, even if such Notes are cancelled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. Payment of interest and Additional Interest, if any, may be made by check mailed to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available funds will be required with respect to principal of and interest, premium and Additional Interest, if any, on, all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the Issuers or the Paying Agent. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

3.PAYING AGENT AND REGISTRAR. Initially, The Bank of New York, a New York banking corporation, the Trustee under the Indenture, will act as Paying Agent and Registrar. The Issuers may change any Paying Agent or Registrar without notice to the Holders. The Company or any of its Subsidiaries may act in any such capacity.

4.INDENTURE. The Issuers issued the Notes under an Indenture, dated as of November 3, 2006 (the “Indenture”), among Encore Medical Finance LLC, Encore Medical Finance Corp., the Guarantors named therein and the Trustee. This Note is one of a duly authorized issue of notes of the Issuers, designated as 11¾% Senior Subordinated Notes due 2014. The Issuers shall be entitled to issue Additional Notes pursuant to Section 2.01 and Section 4.09 of the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision

A-5

of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.

5.OPTIONAL REDEMPTION.

(a)Except as described below under clauses 5(b) and 5(c) hereof, the Notes will not be redeemable at the Issuers’ option before November 15, 2010.

(b)At any time prior to November 15, 2010, the Issuers may redeem all or a part of the Notes, upon not less than 30 nor more than 60 days prior notice mailed by first-class mail to the registered address of each Holder or otherwise delivered in accordance with the procedures of DTC, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date.

(c)Until November 15, 2009, the Issuers may, at their option, redeem up to 35% of the aggregate principal amount of Notes issued by them at a redemption price equal to 111.75% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds of one or more Equity Offerings; provided that at least 65% of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes that are Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 90 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, the completion of the related Equity Offering.

(d)On and after November 15, 2010, the Issuers may redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days prior notice by first-class mail, postage prepaid, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on November 15 of each of the years indicated below:

Year	Percentage
2010	105.875	%
2011	102.938	%
2012 and thereafter	100.000	%

(e)Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

6.MANDATORY REDEMPTION. The Issuers shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

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7.NOTICE OF REDEMPTION. Subject to Section 3.03 of the Indenture, notice of redemption will be mailed by first-class mail at least 30 days but not more than 60 days before the redemption date (except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with Article 8 or Article 13 of the Indenture) to each Holder whose Notes are to be redeemed at its registered address. Notes in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed. On and after the redemption date, interest will cease to accrue on Notes or portions thereof called for redemption.

8.OFFERS TO REPURCHASE.

(a)Upon the occurrence of a Change of Control, the Issuers shall make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 thereof) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase (the “Change of Control Payment”). The Change of Control Offer shall be made in accordance with Section 4.14 of the Indenture.

(b)If the Company or any of its Restricted Subsidiaries consummates an Asset Sale, within 10 Business Days of each date that Excess Proceeds exceed $20.0 million, the Issuers shall commence, an offer to all Holders of the Notes and, if required by the terms of any Indebtedness that is pari passu with the Notes or any Guarantee (“Pari Passu Indebtedness”), to the holders of such Pari Passu Indebtedness (an “Asset Sale Offer”), to purchase the maximum principal amount of Notes (including any Additional Notes) and such other Pari Passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Additional Interest thereon, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and such Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuers may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in the Indenture. If the aggregate principal amount of Notes or the Pari Passu Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered. Additionally, the Issuers may, at their option, make an Asset Sale Offer using proceeds from any Asset Sale at any time after consummation of such Asset Sale. Upon completion of any Asset Sale Offer, any Net Proceeds not used to purchase Notes in such Asset Sale Offer shall not be deemed Excess Proceeds and the Company may use any Net Proceeds not required to be used for general corporate purposes, subject to other covenants contained in the Indenture. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

9.DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuers may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Issuers need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part.

A-7

Also, the Issuers need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed.

10.SUBORDINATION. The Notes and the Guarantees are subordinated to Senior Indebtedness of the Issuers and the Guarantors on the terms and subject to the conditions set forth in the Indenture. To the extent provided in the Indenture, Senior Indebtedness must be paid before the Notes and Guarantees may be paid. The Issuers agree, and each Holder by accepting a Note agrees, to the subordination provisions contained in the Indenture and authorizes the Trustee to give it effect and appoints the Trustee as attorney-in-fact for such purpose.

11.PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for all purposes.

12.AMENDMENT, SUPPLEMENT AND WAIVER. The Indenture, the Guarantees or the Notes may be amended or supplemented as provided in the Indenture.

13.DEFAULTS AND REMEDIES. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately; provided, however, that so long as any Indebtedness permitted to be incurred under the Indenture as part of the Senior Credit Facilities shall be outstanding, no such acceleration shall be effective until the earlier of: (1) acceleration of any such Indebtedness under the Senior Credit Facilities; or (2) five Business Days after the giving of written notice of such acceleration to the Issuers and the administrative agent under the Senior Credit Facilities. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, Additional Interest, if any, or interest) if it determines that withholding notice is in their interest. The Holders of not less than a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture, except a continuing Default in payment of the principal of, premium, if any, Additional Interest, if any, or interest on, any of the Notes held by a non-consenting Holder. The Issuers and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuers are required within five (5) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuers propose to take with respect thereto.

14.GUARANTEES. The Issuers’ obligations under the Notes are fully and unconditionally guaranteed, jointly and severally, by the Guarantors.

15.AUTHENTICATION. This Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of the Trustee.

16.ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders of Notes under

A-8

the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes shall have all the rights set forth in the Registration Rights Agreement, dated as of November 3, 2006, among Encore Medical Finance LLC, Encore Medical Finance Corp., the Guarantors named therein and the other parties named on the signature pages thereof (the “Registration Rights Agreement”), including the right to receive Additional Interest (as defined in the Registration Rights Agreement).

17.GOVERNING LAW. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THE NOTES AND THE GUARANTEES.

18.CUSIP AND ISIN NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuers have caused CUSIP and ISIN numbers to be printed on the Notes and the Trustee may use CUSIP and ISIN numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

The Issuers will furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Registration Rights Agreement. Requests may be made to the Issuers at the following address:

c/o Encore Medical Finance LLC

9800 Metric Blvd.

Austin, Texas  78758

Facsimile:  (512) 832 6310

Attention:  Harry L. Zimmerman

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ASSIGNMENT FORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:

(Insert assignee’ legal name)

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint                                                                                                                                                           to transfer this Note on the books of the Issuer. The agent may substitute another to act for him.

Date:
	Your Signature:
		(Sign exactly as your name appears on the face of this Note)
Signature Guarantee*:

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

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OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Issuer pursuant to Section 4.10 or 4.14 of the Indenture, check the appropriate box below:

[   ] Section 4.10[   ] Section 4.14

If you want to elect to have only part of this Note purchased by the Issuer pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to have purchased:

$                     

Date:
	Your Signature:
		(Sign exactly as your name appears on the face of this Note)
	Tax Identification No.:
Signature Guarantee*:

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

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SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*

The initial outstanding principal amount of this Global Note is $                . The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global or Definitive Note for an interest in this Global Note, have been made:

Date of
Exchange Amount of
decrease
in Principal
Amount Amount of increase
in Principal
Amount of this
Global Note Principal Amount
of
this Global Note
following such
decrease or
increase Signature of
authorized officer
of Trustee or 
Custodian

*This schedule should be included only if the Note is issued in global form.

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EXHIBIT B

FORM OF CERTIFICATE OF TRANSFER

[Encore Medical Finance LLC/Encore Medical Finance Corp.]
9800 Metric Blvd.
Austin, Texas  78758
Facsimile:  (512) 832 6310
Attention:  Harry L. Zimmerman

The Bank of New York, a New York banking corporation
101 Barclay Street, Floor 8W
New York, New York 10286
Fax No.: (212) 815-5704
Attention:  Corporate Trust Administration

Re:  11¾% Senior Subordinated Notes due 2014

Reference is hereby made to the Indenture, dated as of November 3, 2006 (the “Indenture”), among Encore Medical Finance LLC, Encore Medical Finance Corp., the Guarantors named therein and the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                             (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $                    in such Note[s] or interests (the “Transfer”), to                              (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

1.[  ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE 144A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO RULE 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States.

2.[  ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE REGULATION S GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO REGULATION S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor

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nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Indenture and the Securities Act.

3.[  ] CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE DEFINITIVE NOTE PURSUANT TO ANY PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one):

(a)[  ] such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act;

or

(b)[  ] such Transfer is being effected to the Issuer or a subsidiary thereof;

or

(c)[  ] such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act.

4.[  ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.

(a)[  ] CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

(b)[  ] CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture,

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the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

(c)[  ] CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture.

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This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers.

	[Insert Name of Transferor]
	By:
		Name:
		Title:
Dated:

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ANNEX A TO CERTIFICATE OF TRANSFER

1.The Transferor owns and proposes to transfer the following:

[CHECK ONE OF (a) OR (b)]

(a)[  ] a beneficial interest in the:

(i)[  ] 144A Global Note (CUSIP 292572AA2), or

(ii)[  ] Regulation S Global Note (CUSIP U29164AA5), or

(b)[  ] a Restricted Definitive Note.

2.After the Transfer the Transferee will hold:

[CHECK ONE]

(a)[  ] a beneficial interest in the:

(i)[  ] 144A Global Note (CUSIP 292572AA 2), or

(ii)[  ] Regulation S Global Note (CUSIP U29164AA5), or

(iii)[  ] Unrestricted Global Note (CUSIP 292572AB0); or

(b)[  ] a Restricted Definitive Note; or

(c)[  ] an Unrestricted Definitive Note, in accordance with the terms of the Indenture.

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EXHIBIT C

FORM OF CERTIFICATE OF EXCHANGE

[Encore Medical Finance LLC/Encore Medical Finance Corp.]
9800 Metric Blvd.
Austin, Texas  78758
Facsimile:  (512) 832 6310
Attention:  Harry L. Zimmerman

The Bank of New York
101 Barclay Street, Floor 8W
New York, New York 10286
Fax No.: (212) 815-5704
Attention:  Corporate Finance Unit

Re:  11¾% Senior Subordinated Notes due 2014

Reference is hereby made to the Indenture, dated as of November 3, 2006 (the “Indenture”), among Encore Medical Finance LLC, Encore Medical Finance Corp., the Guarantors named therein and the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                       (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $             in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

1)EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE

a)[  ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

b)[  ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has

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been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

c)[  ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

d)[  ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

2)EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES

a)[  ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act.

b)[  ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE]  [   ] 144A Global Note [   ] Regulation S Global Note, with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been

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effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.

This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers and are dated                                           .

	[Insert Name of Transferor]
	By:
		Name:
		Title:
Dated:

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EXHIBIT D

[FORM OF SUPPLEMENTAL INDENTURE
TO BE DELIVERED BY SUBSEQUENT GUARANTORS]

Supplemental Indenture (this “Supplemental Indenture”), dated as of               , among                              (the “Guaranteeing Subsidiary”), a subsidiary of [Encore Medical Finance LLC/Encore Medical Finance Corp.], a Delaware [limited liability company/corporation] (the “Issuer”), and The Bank of New York, a New York banking corporation, as trustee (the “Trustee”).

W I T N E S S E T H

WHEREAS, each of Encore Medical Finance LCC, Encore Medical Finance Corp. and the Guarantors (as defined in the Indenture referred to below) has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of November 3, 2006, providing for the issuance of an unlimited aggregate principal amount of 11¾% Senior Subordinated Notes due 2014 (the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuer’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “Guarantee”); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

(1)Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

(2)Agreement to Guarantee. The Guaranteeing Subsidiary hereby agrees as follows:

(a)Along with all Guarantors named in the Indenture, to jointly and severally unconditionally guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that:

(i)the principal of and interest, premium and Additional Interest, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and

(ii)in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed

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or any performance so guaranteed for whatever reason, the Guarantors and the Guaranteeing Subsidiary shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection.

(b)The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor.

(c)The following is hereby waived:  diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever.

(d)This Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, the Indenture and this Supplemental Indenture, and the Guaranteeing Subsidiary accepts all obligations of a Guarantor under the Indenture.

(e)If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantors (including the Guaranteeing Subsidiary), or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Guarantors, any amount paid either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

(f)The Guaranteeing Subsidiary shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby.

(g)As between the Guaranteeing Subsidiary, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guaranteeing Subsidiary for the purpose of this Guarantee.

(h)The Guaranteeing Subsidiary shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Guarantee.

(i)Pursuant to Section 11.02 of the Indenture, after giving effect to all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under Article 11 of the Indenture, this new Guarantee shall be limited to the maximum amount permissible such that the obligations of such Guaranteeing Subsidiary under this Guarantee will not constitute a fraudulent transfer or conveyance.

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(j)This Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes and Guarantee, whether as a “voidable preference”, “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Note shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

(k)In case any provision of this Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

(l)This Guarantee shall be a general unsecured senior subordinated obligation of such Guaranteeing Subsidiary, ranking pari passu with any other future Senior Indebtedness of the Guaranteeing Subsidiary, if any.

(m)Each payment to be made by the Guaranteeing Subsidiary in respect of this Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

(3)Execution and Delivery. The Guaranteeing Subsidiary agrees that the Guarantee shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes.

(4)Merger, Consolidation or Sale of All or Substantially All Assets.

(a)Except as otherwise provided in Section 5.01(c) of the Indenture, the Guaranteeing Subsidiary may not consolidate or merge with or into or wind up into (whether or not the Issuer or Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:

(i)(A) the Guaranteeing Subsidiary is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation organized or existing under the laws of the jurisdiction of organization of the Guaranteeing Subsidiary, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “Successor Person”);

(B)the Successor Person, if other than the Guaranteeing Subsidiary, expressly assumes all the obligations of the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s related Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

(C)immediately after such transaction, no Default exists; and

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(D)the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with the Indenture; or

(ii)the transaction is made in compliance with Section 4.10 of the Indenture;

(b)Subject to certain limitations described in the Indenture, the Successor Person will succeed to, and be substituted for, the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s Guarantee. Notwithstanding the foregoing, the Guaranteeing Subsidiary may merge into or transfer all or part of its properties and assets to another Guarantor or the Issuer.

(5)Releases.

The Guarantee of the Guaranteeing Subsidiary shall be automatically and unconditionally released and discharged, and no further action by the Guaranteeing Subsidiary, the Issuer or the Trustee is required for the release of the Guaranteeing Subsidiary’s Guarantee, upon:

(1)(A)  any sale, exchange or transfer (by merger or otherwise) of the Capital Stock of the Guaranteeing Subsidiary (including any sale, exchange or transfer), after which the Guaranteeing Subsidiary is no longer a Restricted Subsidiary or all or substantially all the assets of the Guaranteeing Subsidiary which sale, exchange or transfer is made in compliance with the applicable provisions of the Indenture;

(B)the release or discharge of the guarantee by the Guaranteeing Subsidiary of the Senior Credit Facilities or the guarantee which resulted in the creation of the Guarantee, except a discharge or release by or as a result of payment under such guarantee;

(C)the proper designation of the Guaranteeing Subsidiary as an Unrestricted Subsidiary; or

(D)the Issuer exercising its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 of the Indenture or the Issuer’s obligations under the Indenture being discharged in accordance with the terms of the Indenture; and

(2)the Guaranteeing Subsidiary delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in the Indenture relating to such transaction have been complied with.

(6)No Recourse Against Others. No director, officer, employee, incorporator or stockholder of the Guaranteeing Subsidiary shall have any liability for any obligations of the Issuer or the Guarantors (including the Guaranteeing Subsidiary) under the Notes, any Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

(7)Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

(8)Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

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(9)Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

(10)The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary.

(11)Subrogation. The Guaranteeing Subsidiary shall be subrogated to all rights of Holders of Notes against the Issuer in respect of any amounts paid by the Guaranteeing Subsidiary pursuant to the provisions of Section 2 hereof and Section 11.01 of the Indenture; provided that, if an Event of Default has occurred and is continuing, the Guaranteeing Subsidiary shall not be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Issuer under the Indenture or the Notes shall have been paid in full.

(12)Benefits Acknowledged. The Guaranteeing Subsidiary’s Guarantee is subject to the terms and conditions set forth in the Indenture. The Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to this Guarantee are knowingly made in contemplation of such benefits.

(13)Successors. All agreements of the Guaranteeing Subsidiary in this Supplemental Indenture shall bind its Successors, except as otherwise provided in Section 2(k) hereof or elsewhere in this Supplemental Indenture. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.

[GUARANTEEING SUBSIDIARY]
By:
	Name:
	Title:
THE BANK OF NEW YORK, a New York
banking corporation, as Trustee
By:
	Name:
	Title:

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EX-4.2

Exhibit 4.2

Execution Copy

REGISTRATION RIGHTS AGREEMENT

by and among

Encore Medical Finance LLC

Encore Medical Finance Corp.

and

The Guarantors listed on Schedule A hereto

and

Banc of America Securities LLC

and

Credit Suisse Securities (USA) LLC

Dated as of November 3, 2006

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 3, 2006, by and among Encore Medical Finance LLC, a Delaware limited liability company (“Encore LLC”), and Encore Medical Finance Corp., a Delaware corporation wholly owned by Encore LLC (“Encore Corp.”, and together with Encore LLC, the “Issuers”), the Guarantors listed on Schedule A hereto (the “Guarantors”), and Banc of America Securities LLC and Credit Suisse Securities (USA) LLC (collectively, the “Initial Purchasers”), who have agreed to purchase the Issuers’ 11 3/4% Senior Subordinated Notes due 2014 (the “Initial Notes”) and the related guarantees (the “Initial Guarantees”) pursuant to the Purchase Agreement (as defined below).

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.

The parties hereby agree as follows:

SECTION 1. Definitions. As used in this Agreement, the following capitalized terms shall have the following meanings:

Broker-Dealer:  Any broker or dealer registered under the Exchange Act.

Business Day:  Any day other than a Saturday, Sunday or U.S. federal holiday or a day on which banking institutions in the City of New York are authorized or obligated to be closed.

Closing Date:  The date of this Agreement.

Commission:  The Securities and Exchange Commission.

Consummate:  An Exchange Offer shall be deemed “Consummated” for purposes of this Agreement upon the delivery by the Issuers to the Registrar under the Indenture of Exchange Notes in the same aggregate principal amount as the aggregate principal amount of Initial Notes that were tendered by Holders thereof pursuant to the Exchange Offer.

Exchange Act:  The Securities Exchange Act of 1934, as amended.

Exchange Guarantees:  The guarantees to be issued by the Guarantors, relating to the Exchange Notes.

Exchange Notes:  The 11 3/4% Senior Subordinated Notes due 2014, of the same series under the Indenture as the Initial Notes, to be issued to Holders in exchange for Transfer Restricted Securities pursuant to this Agreement.

Exchange Offer:  The registration by the Issuers and the Guarantors under the Securities Act of the Exchange Notes pursuant to a Registration Statement pursuant to which the Issuers and the Guarantors offer the Holders of all outstanding Transfer Restricted Securities the opportunity to exchange all such outstanding Transfer Restricted Securities held by such Holders for Exchange Notes and the Exchange Guarantees in an aggregate principal amount equal to the aggregate principal amount of the Transfer Restricted Securities tendered in such exchange offer by such Holders.

Exchange Offer Registration Statement:  The Registration Statement relating to the Exchange Offer, including the related Prospectus.

Holders:  As defined in Section 2(b) hereof.

Indemnified Holder:  As defined in Section 8(a) hereof.

Indenture:  The Indenture, dated as of November 3, 2006, among the Issuers, the Guarantors and The Bank of New York, as trustee (the “Trustee”), pursuant to which the Notes are to be issued, as such Indenture may be amended or supplemented from time to time in accordance with the terms thereof.

Initial Guarantees:  As defined in the preamble hereto.

Initial Notes:  As defined in the preamble hereto.

Initial Placement Date:  The date of the issuance and sale by the Issuers of the Initial Notes to the Initial Purchasers pursuant to the Purchase Agreement.

Initial Purchasers:  As defined in the preamble hereto.

Interest Payment Date:  As defined in the Indenture and the Notes.

NASD:  The National Association of Securities Dealers, Inc.

Notes:  The Initial Notes and the Exchange Notes.

Person:  An individual, partnership, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof.

Private Exchange:  As defined in Section 3(c) hereof.

Private Exchange Notes:  As defined in Section 3(c) hereof.

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Prospectus:  The prospectus included in a Registration Statement, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus.

Registration Statement:  Any registration statement of the Issuers and the Guarantors relating to (a) an offering of Exchange Notes pursuant to an Exchange Offer or (b) the registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, which is filed pursuant to the provisions of this Agreement, in each case, including the Prospectus included therein, all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein.

Securities Act:  The Securities Act of 1933, as amended.

Shelf Registration Statement:  As defined in Section 4 hereof.

Transfer Restricted Securities:  Each Initial Note and the related Initial Guarantees, until the earliest to occur of (a) the date on which such Initial Note and the related Initial Guarantees are exchanged in the Exchange Offer and entitled to be resold to the public by the Holder thereof without complying with the prospectus delivery requirements of the Securities Act, (b) the date on which such Initial Note and the related Initial Guarantees have been effectively registered under the Securities Act and disposed of in accordance with a Shelf Registration Statement, (c) the date on which such Initial Note and the related Initial Guarantees are distributed to the public pursuant to Rule 144 under the Securities Act or by a Broker-Dealer pursuant to the “Plan of Distribution” contemplated by the Exchange Offer Registration Statement (including delivery of the Prospectus contained therein) and (d) the date on which such Initial Note and the related Initial Guarantees may be resold without restriction pursuant to Rule 144(k) under the Securities Act.

Trust Indenture Act:  The Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa 77bbbb) as in effect on the date of the Indenture.

Underwritten Registration or Underwritten Offering:  A registration in which securities of the Issuers are sold to an underwriter for reoffering to the public.

SECTION 2. Securities Subject to This Agreement.

(a)Transfer Restricted Securities. The securities entitled to the benefits of this Agreement are the Transfer Restricted Securities.

(b)Holders of Transfer Restricted Securities. A Person is deemed to be a holder of Transfer Restricted Securities (each, a “Holder”) whenever such Person owns Transfer Restricted Securities.

SECTION 3. Registered Exchange Offer.

(a)Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) below have been complied with), the Issuers and the Guarantors shall (i) prepare and file with the Commission an Exchange Offer Registration Statement under the Securities Act, (ii) use their reasonable efforts to cause such Exchange Offer Registration Statement to become effective under the Securities Act, (iii) in

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connection with the foregoing, to file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) all necessary filings in connection with the registration and qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, to commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Notes to be offered in exchange for the Transfer Restricted Securities and to permit resales of Notes held by Broker-Dealers as contemplated by Section 3(c) below.

(b)The Issuers and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders. The Issuers and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Notes shall be included in the Exchange Offer Registration Statement. The Issuers and the Guarantors shall use commercially reasonable efforts to cause the Exchange Offer to be Consummated on or before the 360^th day following the Initial Placement Date (or October 29, 2007).

(c)If, prior to consummation of the Exchange Offer, the Initial Purchasers hold any Initial Notes acquired by them that have the status of an unsold allotment in the initial distribution, the Issuers, upon the request of the Initial Purchasers, shall simultaneously with the delivery of the Exchange Notes issue and deliver to the Initial Purchasers, in exchange (the “Private Exchange”) for such Initial Notes held by any such Holder, a like principal amount of notes (the “Private Exchange Notes”) of the Issuers, guaranteed by the Guarantors, that are identical in all material respects to the Exchange Notes except for the placement of a restrictive legend on such Private Exchange Notes. The Private Exchange Notes shall be issued pursuant to the same indenture as the Exchange Notes and bear the same CUSIP number as the Exchange Notes if permitted by the CUSIP Service Bureau.

(d)The Issuers shall indicate in a “Plan of Distribution” section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Notes that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Issuers), may exchange such Initial Notes pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the Exchange Notes received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Notes held by any such

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Broker-Dealer except to the extent required by the Commission as a result of a change in policy after the date of this Agreement.

The Issuers and the Guarantors shall use their reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) below to the extent necessary to ensure that it is available for resales of Notes acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 days from the date on which the Exchange Offer Registration Statement is declared effective, (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities and (iii) the date on which all the Notes covered by such Exchange Offer Registration Statement have been sold pursuant to such Exchange Offer Registration Statement.

The Issuers shall provide sufficient copies of the latest version of such Prospectus to Broker-Dealers promptly upon request at any time during such 90-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.

SECTION 4. Shelf Registration.

(a)Shelf Registration. If (1) because of any change in law or in currently prevailing interpretations of the staff of the Commission, the Issuers are not permitted to effect the Exchange Offer, (2) the Exchange Offer is not consummated within 360 days following the Initial Placement Date, (3) any holder of Private Exchange Notes so requests in writing to the Issuers at any time within 30 days after the consummation of the Exchange Offer, or (4) in the case of any Holder that participates in the Exchange Offer, such Holder does not receive Exchange Securities on the date of the exchange that may be sold without restriction under state and federal securities laws (other than due solely to the status of such Holder as an affiliate of the Issuers within the meaning of the Securities Act) and so notifies the Issuers within 30 days after such Holder first becomes aware of such restrictions, in the case of each of clauses (1) to and including clause (4) of this sentence, then, upon such Holder’s request, the Issuers and the Guarantors shall:

(x)use their reasonable best efforts to file a shelf registration statement pursuant to Rule 415 under the Securities Act, which may be an amendment to the Exchange Offer Registration Statement (in either event, the “Shelf Registration Statement”) as soon as practicable after the filing obligation arises, which Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof; and

(y)use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective promptly by the Commission.

The Issuers and the Guarantors shall use their reasonable best efforts to keep such Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for

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resales of Notes by the Holders of Transfer Restricted Securities entitled to the benefit of this Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, until the earliest of (i) two years after the Initial Placement Date of the Initial Notes, (ii) such time as all of the Initial Notes have been sold thereunder or (iii) the date upon which all Initial Notes covered such Shelf Registration Statement become eligible for resale, without regard to volume, manner of sale or other restrictions contained in Rule 144(k) under the Securities Act (or any successor rule) (the “Effectiveness Period”). Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers may delay the filing of any Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of Encore LLC determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Board of Directors of Encore LLC, would be detrimental to the Issuers if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable law.

(b)Provision by Holders of Certain Information in Connection with the Shelf Registration Statement. No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Issuers in writing, within 20 Business Days after receipt of a request therefor, such information as the Issuers may reasonably request for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. Each Holder as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the Issuers all information required to be disclosed in order to make the information previously furnished to the Issuers by such Holder not materially misleading.

SECTION 5. Additional Interest. If (a) the Exchange Offer has not been Consummated or a Shelf Registration Statement has not been declared effective by the Commission on or prior to the 360^th day after the Initial Placement Date, or (b) if applicable, a Shelf Registration Statement has been declared effective but shall thereafter cease to be effective during the Effectiveness Period (other than because of the sale of all of the Transfer Restricted Securities registered thereunder), then additional interest (“Additional Interest”) shall accrue on the principal amount of the Notes at a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such Additional Interest continues to accrue; provided that the rate which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by the Issuers) commencing on the (x) 361^st day after the Initial Placement Date, in the case of clause (a) above, or (y) the day such Shelf Registration ceases to be effective in the case of clause (b) above; provided, however, that upon the exchange of the Exchange Notes for all Transfer Restricted Securities tendered, or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective, Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Notwithstanding any other provisions of this Section 5, the Issuers shall not be obligated to pay Additional Interest provided in this Section 5 during a Shelf Suspension Period permitted by Section 4(a) hereof.

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SECTION 6. Registration Procedures.

(a)Exchange Offer Registration Statement. In connection with the Exchange Offer, the Issuers and the Guarantors shall comply with all of the provisions of Section 6(c) below, shall use their best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:

(i)If in the reasonable opinion of counsel to the Issuers there is a question as to whether the Exchange Offer is permitted by applicable law and it is advisable to do so, the Issuers and the Guarantors hereby agree to seek a no-action letter or other favorable decision from the Commission allowing the Issuers and the Guarantors to Consummate an Exchange Offer for such Initial Notes. The Issuers and the Guarantors each hereby agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take action to effect a change of Commission policy. The Issuers and the Guarantors each hereby agree, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a resolution by the Commission staff of such submission.

(ii)As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Issuers, prior to the Consummation thereof, a written representation to the Issuers (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Issuers, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ preparations for the Exchange Offer. Each Holder, including any Holder that is a Broker-Dealer, shall acknowledge and agree that any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Morgan Stanley & Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Notes obtained by such Holder in exchange for Initial Notes acquired by such Holder directly from the Issuers.

(b)Shelf Registration Statement. In connection with the Shelf Registration Statement, the Issuers and the Guarantors shall comply with all the provisions of Section 6(c) below.

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(c)General Provisions. In connection with any Registration Statement and any Prospectus required by this Agreement to permit the sale or resale of Transfer Restricted Securities (including, without limitation, any Registration Statement and the related Prospectus required to permit resales of Notes by Broker-Dealers), the Issuers and the Guarantors shall:

(i)use their reasonable best efforts to keep such Registration Statement continuously effective and provide all requisite financial statements including, if required by the Securities Act or any regulation thereunder, financial statements of the Guarantors; upon the occurrence of any event that would cause any such Registration Statement or the Prospectus contained therein (A) to contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading or (B) not to be effective and usable for resale of Transfer Restricted Securities during the period required by this Agreement, the Issuers and the Guarantors shall file promptly an appropriate amendment to such Registration Statement or supplement to the Prospectus or document incorporated by reference, in the case of clause (A), correcting any such misstatement or omission, and, in the case of an amendment, use their reasonable best efforts to cause such amendment to be declared effective and such Registration Statement and the related Prospectus to become usable for their intended purpose(s) as soon as practicable thereafter;

(ii)prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement as may be necessary to keep the Registration Statement effective for the applicable period set forth in Section 3 or 4 hereof; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the applicable provisions of Rules 424 and 430A under the Securities Act, as applicable, in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof set forth in such Registration Statement or supplement to the Prospectus;

(iii)advise the underwriter(s), if any, and selling Holders promptly and, if requested by such Persons, confirm such advice in writing, (A) when the Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to any Registration Statement or any post-effective amendment thereto, when the same has become effective, (B) of any request by the Commission for amendments to the Registration Statement or amendments or supplements to the Prospectus or for additional information relating thereto, (C) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Transfer Restricted Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes, and (D) of the existence of any fact or the happening of any event that makes any statement of a material fact made in the Registration Statement, the Prospectus, any amendment or supplement thereto, or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the Registration Statement or the Prospectus in order to make the statements therein not misleading. If at any time the Commission shall issue any stop

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order suspending the effectiveness of the Registration Statement, or any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Transfer Restricted Securities under state securities or Blue Sky laws, the Issuers and the Guarantors shall use their reasonable best efforts to obtain the withdrawal or lifting of such order at the earliest possible time;

(iv)furnish without charge to counsel for the Initial Purchasers, each selling Holder named in any Registration Statement, and each of the underwriter(s), if any, at least one copy before filing with the Commission of any Registration Statement or any Prospectus included therein or any amendments or supplements to any such Registration Statement or Prospectus (including, if requested in writing by any such Person, all documents incorporated by reference after the initial filing of such Registration Statement, if not available on the Commission’s EDGAR database), which Registration Statement or any Prospectus included therein or any amendments or supplements to any such Registration Statement or Prospectus will be subject to the review of the Initial Purchasers and such Holders and underwriter(s) in connection with such sale, if any, for a reasonable period, and the Issuers will not file any such Registration Statement or Prospectus or any amendment or supplement to any such Registration Statement or Prospectus to which the Initial Purchasers or the underwriter(s), if any, shall reasonably object in writing after the receipt thereof (such objection to be deemed timely made upon confirmation of telecopy transmission within such period). The objection of an Initial Purchaser or an underwriter, if any, shall be deemed to be reasonable if such Registration Statement, amendment, Prospectus or supplement, as applicable, as proposed to be filed, contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein not misleading;

(v)make reasonably available for inspection by the Initial Purchasers, any managing underwriter participating in any disposition pursuant to such Registration Statement and any attorney or accountant retained by such Initial Purchaser or any of the underwriter(s), all material financial and other records, pertinent corporate documents and properties of the Issuers and the Guarantors and cause the Issuers’ and the Guarantors’ officers and employees to supply all information reasonably requested by any such Holder, underwriter, attorney or accountant in connection with such Registration Statement subsequent to the filing thereof and prior to its effectiveness, in each case, as shall be reasonably necessary to enable such persons to conduct an investigation within the meaning of Section 11 of the Securities Act; provided, however, (A) that the foregoing inspection and information gathering shall be coordinated on behalf of the Initial Purchasers by Shearman & Sterling LLP and on behalf of any other parties by one counsel designated by and on behalf of such other parties as described in Section 7 hereof, and (B) that any information that is reasonably and in good faith designated by the Issuers in writing as confidential at the time of delivery of such information shall be kept confidential by the Initial Purchasers, the Holders, or any such underwriter, attorney, accountant or other agent, unless (1) disclosure of such information is required by court or administrative order or is necessary to respond to inquiries of regulatory authorities, (2) disclosure of such information is required by law (including any disclosure requirements pursuant to federal securities laws in connection with the filing of such Registration Statement or the use of any Prospectus), (3) such information becomes generally available to the public other than as a result of a disclosure or failure

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to safeguard such information by such person or (4) such information becomes available to such Initial Purchaser, Holder, underwriter, attorney, accountant or other agent from a source other than the Issuers and such source is not known, after due inquiry, by the relevant Initial Purchaser, Holder, underwriter, attorney, accountant or other agent to be bound by a confidentiality agreement or is not otherwise under a duty of trust to the Issuers.

(vi)if requested in writing by any selling Holders or the underwriter(s), if any, promptly incorporate in any Registration Statement or Prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such selling Holders and underwriter(s), if any, may reasonably request to have included therein, including, without limitation, information relating to the “Plan of Distribution” of the Transfer Restricted Securities, information with respect to the principal amount of Transfer Restricted Securities being sold to such underwriter(s), the purchase price being paid therefor and any other terms of the offering of the Transfer Restricted Securities to be sold in such offering; and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after the Issuers are notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment;

(vii)use commercially reasonable efforts to confirm that the ratings assigned to the Initial Notes will apply to the Transfer Restricted Securities covered by the Registration Statement, if so requested by the Holders of a majority in aggregate principal amount of Notes covered thereby or the underwriter(s), if any;

(viii)furnish to each selling Holder and each of the underwriter(s), if any, without charge, at least one copy of the Registration Statement, as first filed with the Commission, and of each amendment thereto, including financial statements and schedules and, if requested in writing, all documents incorporated by reference therein and all exhibits (including exhibits incorporated therein by reference);

(ix)deliver to each selling Holder and each of the underwriter(s), if any, without charge, as many copies of the Prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such Persons reasonably may request; the Issuers and the Guarantors hereby consent to the use of the Prospectus and any amendment or supplement thereto by each of the selling Holders and each of the underwriter(s), if any, in connection with the offering and the sale of the Transfer Restricted Securities covered by the Prospectus or any amendment or supplement thereto;

(x)enter into such agreements (including an underwriting agreement), make such representations and warranties, and take all such other actions in connection therewith in order to expedite or facilitate the disposition of the Transfer Restricted Securities pursuant to any Shelf Registration Statement contemplated by this Agreement, all to such extent as may be reasonably requested by an Initial Purchaser or by any Holder of Transfer Restricted Securities or underwriter in connection with any sale or resale pursuant to any Shelf Registration Statement contemplated by this Agreement; and, whether or not an underwriting agreement is entered into and whether or not such registration is an Underwritten Registration, the Issuers and the Guarantors shall:

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(A)furnish to the Initial Purchasers, each selling Holder and each underwriter, if any, in such substance and scope as they may request and as are customarily made by issuers to underwriters in primary underwritten offerings, upon the date of the effectiveness of the Shelf Registration Statement:

(1)a certificate, dated the date of the effectiveness of the Shelf Registration Statement signed by (y) the President or any Vice President and (z) a principal financial or accounting officer of each of the Issuers, confirming, as of the date thereof, the matters set forth in paragraphs (i), (ii) and (iii) of Section 5(e) of the Purchase Agreement and such other matters as such parties may reasonably request;

(2)an opinion, dated the date of the effectiveness of the Shelf Registration Statement of counsel for the Issuers and the Guarantors, in form, scope and substance reasonably satisfactory to the managing underwriter, addressed to the underwriters covering the matters customarily covered in opinions, reasonably requested in underwritten offerings, and in any event including a statement to the effect that such counsel has participated in conferences with officers and other representatives of the Issuers and the Guarantors, representatives of the independent public accountants for the Issuers and the Guarantors, the Initial Purchasers’ representatives and the Initial Purchasers’ counsel in connection with the preparation of such Registration Statement and the related Prospectus and have considered the matters required to be stated therein and the statements contained therein, although such counsel has not independently verified the accuracy, completeness or fairness of such statements; and that such counsel advises that, on the basis of the foregoing (relying as to materiality to a large extent upon facts provided to such counsel by officers and other representatives of the Issuers and the Guarantors and without independent check or verification), no facts came to such counsel’s attention that caused such counsel to believe that the Shelf Registration Statement, at the time such Registration Statement or any post-effective amendment thereto became effective contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus contained in such Registration Statement as of its date contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Without limiting the foregoing, such counsel may state further that such counsel assumes no responsibility for, and has not independently verified, the accuracy, completeness or fairness of the financial statements, notes and schedules and other financial data included in any Registration Statement contemplated by this Agreement or the related Prospectus; and

(3)customary comfort letters, dated as of the date of the effectiveness of the Shelf Registration Statement in form, scope and

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substance reasonably satisfactory to the managing underwriter from (a) the Issuers’ and the Guarantors’ independent accountants and (b) the independent accountants of any other Person for which financial statements are included in or incorporated by reference in to such Shelf Registration Statement, in the customary form and covering matters of the type customarily covered in comfort letters by underwriters in connection with primary underwritten offerings;

(B)set forth in full or incorporate by reference in the underwriting agreement, if any, the indemnification provisions and procedures of Section 8 hereof with respect to all parties to be indemnified pursuant to said Section; and

(C)deliver such other documents and certificates as may be reasonably requested by such parties to evidence compliance with clause (A) above and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Issuers or the Guarantors pursuant to this clause (x), if any.

If at any time the representations and warranties of the Issuers and the Guarantors contemplated in clause (A)(1) above cease to be true and correct, the Issuers or the Guarantors shall so advise the Initial Purchasers and the underwriter(s), if any, and each selling Holder promptly and, if requested by such Persons, shall confirm such advice in writing;

(xi)prior to any public offering of Transfer Restricted Securities, cooperate with the selling Holders, the underwriter(s), if any, and their respective counsel in connection with the registration and qualification of the Transfer Restricted Securities under the securities or Blue Sky laws of such jurisdictions as the selling Holders or underwriter(s) may reasonably request and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Transfer Restricted Securities covered by the Shelf Registration Statement; provided, however, that neither the Issuers nor the Guarantors shall be required to register or qualify as a foreign corporation where it is not then so qualified or to take any action that would subject it to the service of process in suits or to taxation, other than as to matters and transactions relating to the Registration Statement, in any jurisdiction where it is not then so subject;

(xii)shall issue, upon the request of any Holder of Initial Notes covered by and sold pursuant to the Shelf Registration Statement, Exchange Notes, having an aggregate principal amount equal to the aggregate principal amount of Initial Notes surrendered to the Issuers by such Holder in exchange therefor; such Exchange Notes to be registered in the name of the purchaser of such Notes; in return, the Initial Notes held by such Holder shall be surrendered to the Issuers for cancellation;

(xiii)cooperate with the selling Holders and the underwriter(s), if any, to facilitate the timely preparation and delivery of certificates representing Transfer Restricted Securities to be sold and not bearing any restrictive legends; and enable such Transfer Restricted Securities to be in such denominations and registered in such names as the Holders or the underwriter(s), if any, may request at least two Business Days prior to any sale of Transfer Restricted Securities made by such underwriter(s);

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(xiv)use commercially reasonable efforts to cause the Transfer Restricted Securities covered by the Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the underwriter(s), if any, to consummate the disposition of such Transfer Restricted Securities, subject to the proviso contained in clause (viii) above;

(xv)if any fact or event contemplated by clause (c)(iii)(D) above shall exist or have occurred, prepare a supplement or post-effective amendment to the Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of Transfer Restricted Securities, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading;

(xvi)provide a CUSIP number for all Transfer Restricted Securities not later than the effective date of the Registration Statement and provide the Trustee under the Indenture with printed certificates for the Transfer Restricted Securities which are in a form eligible for deposit with the Depository Trust Issuers;

(xvii)cooperate and assist in any filings required to be made with the NASD and in the performance of any due diligence investigation by any underwriter (including any “qualified independent underwriter”) that is required to be retained in accordance with the rules and regulations of the NASD, and use their reasonable best efforts to cause such Registration Statement to become effective and approved by such governmental agencies or authorities as may be necessary to enable the Holders selling Transfer Restricted Securities to consummate the disposition of such Transfer Restricted Securities;

(xviii)otherwise use their reasonable best efforts to comply with all applicable rules and regulations of the Commission, and make generally available to the Issuers’ security holders, as soon as practicable, a consolidated earnings statement meeting the requirements of Rule 158 (which need not be audited) for the twelve-month period (A) commencing at the end of any fiscal quarter in which Transfer Restricted Securities are sold to underwriters in a firm or best efforts Underwritten Offering or (B) if not sold to underwriters in such an offering, beginning with the first month of the Issuers’ first fiscal quarter commencing after the effective date of the Registration Statement;

(xix)cause the Indenture to be qualified under the Trust Indenture Act not later than the effective date of the first Registration Statement required by this Agreement, and, in connection therewith, cooperate with, and cause the Guarantors to cooperate with, the Trustee and the Holders of Notes to effect such changes to the Indenture as may be required for such Indenture to be so qualified in accordance with the terms of the Trust Indenture Act; and to execute, and cause the Guarantors to execute, and use their reasonable best efforts to cause the Trustee to execute, all documents that may be required to effect such changes and all other forms and documents required to be filed with the Commission to enable such Indenture to be so qualified in a timely manner; and

(xx)provide promptly to each Holder upon request each document filed with the Commission pursuant to the requirements of Section 13 and Section 15 of the Exchange Act.

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Each Holder shall agree by acquisition of a Transfer Restricted Security that, upon receipt of any notice from the Issuers of the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof, such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xv) hereof, or until it is advised in writing (the “Advice”) by the Issuers that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus. If so directed by the Issuers, each Holder will deliver to the Issuers (at the Issuers’ expense) all copies, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of such notice. In the event the Issuers shall give any such notice, the time period regarding the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to Section 6(c)(iii)(D) hereof to and including the date when each selling Holder covered by such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xv) hereof or shall have received the Advice; however, no such extension shall be taken into account in determining whether Additional Interest is due pursuant to Section 5 hereof or the amount of such Additional Interest.

SECTION 7. Registration Expenses.

(a)All expenses incident to the Issuers’ or the Guarantors’ performance of or compliance with this Agreement will be borne by the Issuers and the Guarantors, regardless of whether a Registration Statement becomes effective, including without limitation:  (i) all registration and filing fees and expenses (including filings made by the Initial Purchasers or Holders with the NASD (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the NASD)); (ii) all fees and expenses of compliance with federal securities and state Blue Sky or securities laws; (iii) all expenses of printing (including printing of Prospectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Issuers, the Guarantors and, subject to Section 7(b) below, the Holders of Transfer Restricted Securities; (v) all fees and disbursements of independent certified public accountants of the Issuers and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance); and (vi) all fees and expenses of the trustee and the exchange agent and their counsel.

The Issuers and the Guarantors will, in any event, bear their internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers or the Guarantors.

(b)In connection with any Shelf Registration Statement required by this Agreement, the Issuers and the Guarantors will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Shearman & Sterling LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Shelf Registration Statement is being prepared.

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SECTION 8. Indemnification.

(a)The Issuers agrees and the Guarantors, jointly and severally, agree to indemnify and hold harmless (i) each Holder and (ii) each person, if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) any Holder (any of the persons referred to in this clause (ii) being hereinafter referred to as a “controlling person”) and (iii) the respective officers, directors, partners,employees, representatives and agents of any Holder or any controlling person (any person referred to in clause (i), (ii) or (iii) may hereinafter be referred to as an “Indemnified Holder”), to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities, judgments, actions and expenses (including without limitation and as incurred, reimbursement of all reasonable costs of investigating, preparing, pursuing, settling, compromising, paying or defending any claim or action, or any investigation or proceeding by any governmental agency or body, commenced or threatened, including the reasonable fees and expenses of counsel to any Indemnified Holder), joint or several, directly or indirectly caused by, related to, based upon, arising out of or in connection with any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus (or any amendment or supplement thereto), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except (i) insofar as such losses, claims, damages, liabilities or expenses are caused by an untrue statement or omission or alleged untrue statement or omission that is made in reliance upon and in conformity with information relating to any of the Holders furnished in writing to the Issuers and the Guarantors by any of the Holders expressly for use therein and (ii) with respect to any untrue statement or omission or alleged untrue statement or omission of material fact made in any preliminary prospectus relating to a Shelf Registration Statement, the indemnity agreement contained in this subsection (a) shall not inure to the benefit of any Holder from whom the Person asserting any such losses, claims, damages, or liabilities purchased the Notes concerned if the Issuers or the Guarantors sustain the burden of proving that (x) a prospectus relating to such Notes was required to be delivered by such Holder under the Securities Act in connection with such purchase, (y) such Holder sold the Notes to a Person whom such Holder failed to send or give, at or prior to the written confirmation of the sale of such Notes, a copy of the final prospectus (as amended or supplemented) and (z) any loss, claim, damage or liability of such Holder results solely from an untrue statement or omission or alleged untrue statement or omission of material fact contained in or omitted from such preliminary prospectus which was corrected in the final prospectus and such final prospectus was provided by the Issuers and the Guarantors to such Holder sufficiently in advance of the closing of such sale to allow for distribution of the final prospectus in a timely manner. This indemnity agreement shall be in addition to any liability which the Issuers or any Guarantor may otherwise have.

In case any action or proceeding (including any governmental or regulatory investigation or proceeding) shall be brought or asserted against any of the Indemnified Holders with respect to which indemnity may be sought against the Issuers or any Guarantor, such Indemnified Holder (or the Indemnified Holder controlled by such controlling person) shall promptly notify the Issuers and the Guarantors in writing (provided that the failure to give such notice shall not relieve the Issuers or the Guarantors of their respective obligations pursuant to this Agreement except to the extent they are materially prejudiced as a proximate result of such failure). In case any such action is brought against any Indemnified Holder and such Indemnified Holder seeks or intends to seek indemnity from the Issuers or the Guarantors, the Issuers or the Guarantors will

15

be entitled to participate in and, to the extent that it shall elect, jointly with all other indemnifying parties similarly notified, by written notice delivered to the Indemnified Holder promptly after receiving the aforesaid notice from such Indemnified Holder, to assume the defense thereof with counsel reasonably satisfactory to such Indemnified Holder; provided, however, if the defendants in any such action include both the Indemnified Holder and the Issuers or the Guarantor and the Indemnified Holder shall have reasonably concluded (based on the advice of counsel) that a conflict may arise between the positions of the Issuers or the Guarantors and the Indemnified Holder in conducting the defense of any such action or that there may be legal defenses available to it and/or other Indemnified Holders which are different from or additional to those available to the Issuers or the Guarantors, the Indemnified Holder or Holders shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf of such Indemnified Holder or Holders. Upon receipt of notice from the Issuers or Guarantors to such Indemnified Holder of the Issuers’ or the Guarantors’ election so to assume the defense of such action and approval by the Indemnified Holder of counsel, the Issuers or the Guarantors will not be liable to such Indemnified Holder under this Section 8 for any legal or other expenses subsequently incurred by such Indemnified Holder in connection with the defense thereof unless (i) the Indemnified Holder shall have employed separate counsel in accordance with the proviso to the next preceding sentence (it being understood, however, that the Issuers or the Guarantors shall not be liable for the expenses of more than one separate counsel (together with local counsel), approved by the Issuers or the Guarantors, representing the Indemnified Holders who are parties to such action) or (ii) the Issuers or the Guarantors shall not have employed counsel satisfactory to the Indemnified Holder to represent the Indemnified Holder within a reasonable time after notice of commencement of the action, in each of which cases the fees and expenses of counsel shall be at the expense of the Issuers or the Guarantors. It is understood and agreed that the Issuers or the Guarantors shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (together with any local counsel) for all Indemnified Holders. Each Indemnified Holder, as a condition to indemnification hereunder, shall use all reasonable efforts to cooperate with the Issuers or the Guarantors in the defense of any such action or claim. The Issuers shall not be liable for any settlement of any such action or proceeding effected without the Issuers’ prior written consent, but if settled with such consent or there be a final judgment for the plaintiff, the Issuers and the Guarantors agree to indemnify and hold harmless any Indemnified Holder from and against any loss, claim, damage, liability or expense by reason of such settlement or judgment. The Issuers and the Guarantors shall not, without the prior written consent of each Indemnified Holder, settle or compromise or consent to the entry of judgment in or otherwise seek to terminate any pending or threatened action, claim, litigation or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not any Indemnified Holder is a party thereto), unless such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Holder from all liability arising out of such action, claim, litigation or proceeding.

(b)Each Holder of Transfer Restricted Securities shall, severally and not jointly, indemnify and hold harmless the Issuers, the Guarantors and their respective officers, directors, partners, employees, representatives and agents, and any person controlling (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Issuers and the Guarantors, and the respective officers, directors, partners, employees, representatives and agents of each such person, to the same extent as the foregoing indemnity from the Issuers and the

16

Guarantors to each of the Indemnified Holders, but only with respect to claims and actions based on information relating to such Holder furnished in writing by such Holder expressly for use in any Registration Statement. In case any action or proceeding shall be brought against the Issuers, the Guarantors, any such controlling person, or their respective officers, directors, partners, employees, representatives and agents in respect of which indemnity may be sought against a Holder of Transfer Restricted Securities, such Holder shall have the rights and duties given the Issuers and the Guarantors and the Issuers, the Guarantors, such controlling person and their respective officers, directors, partners, employees, representatives and agents shall have the rights and duties given to each Indemnified Holder by Section 8(a). In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the proceeds received by such Holder upon the sale of the Notes giving rise to such indemnification obligation.

(c)           If the indemnification provided for in this Section 8 is unavailable to an indemnified party under Section 8(a) or Section 8(b) hereof (other than by reason of exceptions provided in those Sections, including by reason of failure to notify the Issuers and the Guarantors of indemnification obligations thereunder to the extent that they are materially prejudiced as a proximate result of such failure) in respect of any losses, claims, damages, liabilities, judgments, actions or expenses referred to therein, then each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative benefits received by the Issuers and the Guarantors, on the one hand, and the Holders, on the other hand, from the Initial Placement (which in the case of the Issuers shall be deemed to be equal to the total gross proceeds from the Initial Placement as set forth on the cover page of the Offering Memorandum) or if such allocation is not permitted by applicable law, the relative fault of the Issuers and the Guarantors on the one hand, and of the Indemnified Holder, on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of the Issuers on the one hand and of the Indemnified Holder on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Issuers or by the Indemnified Holder and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in the second paragraph of Section 8(a), any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim.

The Issuers and the Guarantors agree and each Holder of Transfer Restricted Securities shall agree that it would not be just and equitable if contribution pursuant to this Section 8(c) were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or expenses referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the

17

provisions of this Section 8, none of the Holders (and its related Indemnified Holders) shall be required to contribute, in the aggregate, any amount in excess of the amount by which the net proceeds received by such Holder from the sale of the Notes pursuant to a Registration Statement exceeds the amount of any damages which such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 8(c) are several in proportion to the respective principal amount of Initial Notes held by each of the Holders hereunder and not joint.

SECTION 9. Rule 144A. The Issuers and the Guarantors each hereby agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding, to make available to any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A.

SECTION 10. Participation in Underwritten Registrations. No Holder may participate in any Underwritten Registration hereunder unless such Holder (a) agrees to sell such Holder’s Transfer Restricted Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such underwriting arrangements.

SECTION 11. Selection of Underwriters. The Holders of Transfer Restricted Securities covered by the Shelf Registration Statement who desire to do so may sell such Transfer Restricted Securities in an Underwritten Offering. In any such Underwritten Offering, the investment banker or investment bankers and manager or managers that will administer the offering will be selected by the Holders of a majority in aggregate principal amount of the Transfer Restricted Securities included in such offering; provided that such investment bankers and managers must be reasonably satisfactory to the Issuers.

SECTION 12. Miscellaneous.

(a)           Remedies. The Issuers and the Guarantors each hereby agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agree to waive the defense in any action for specific performance that a remedy at law would be adequate.

(b)           No Inconsistent Agreements. The Issuers will not, and will cause the Guarantors not to, on or after the date of this Agreement enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. Neither the Issuers nor any of the Guarantors has entered into any agreement granting any registration rights with respect to its securities to any Person pursuant to which any such Person would have the right to include any securities in any Registration Statement to be filed with the Commission as required under this Agreement. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent

18

with the rights granted to the holders of the Issuers’ securities under any agreement in effect on the date hereof.

(c)           Adjustments Affecting the Notes. The Issuers and the Guarantors will not take any action, or permit any change to occur, with respect to the Notes that would materially and adversely affect their ability to Consummate the Exchange Offer.

(d)           Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to or departures from the provisions hereof may not be given unless the Issuers have obtained the written consent of Holders of a majority of the outstanding principal amount of Transfer Restricted Securities. Notwithstanding the foregoing, a waiver or consent to departure from the provisions hereof that relates exclusively to the rights of Holders whose securities are being tendered pursuant to the Exchange Offer and that does not affect directly or indirectly the rights of other Holders whose securities are not being tendered pursuant to such Exchange Offer may be given by the Holders of a majority of the outstanding principal amount of Transfer Restricted Securities being tendered or registered; provided that, with respect to any matter that directly or indirectly affects the rights of the Initial Purchasers hereunder, the Issuers shall obtain the written consent of the Initial Purchasers with respect to which such amendment, qualification, supplement, waiver, consent or departure is to be effective.

(e)           Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail (registered or certified, return receipt requested), telex, telecopier, or air courier guaranteeing overnight delivery:

(i)            if to a Holder, at the address set forth on the records of the Registrar under the Indenture, with a copy to the Registrar under the Indenture; and

(ii)           If to the Initial Purchasers:

c/o Banc of America Securities LLC
9 West 57th Street
New York, New York 10019
Facsimile:  (212) 583-8567
Attention:  Legal Department

with a copy to:

Shearman & Sterling LLP
599 Lexington Avenue
New York, New York 10022
Facsimile:  (646) 848-7293
Attention:  Andrew R. Schleider

If to the Issuers or the Guarantors:

c/o Encore Medical Corporation
9800 Metric Blvd.
Austin, Texas 78758

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Facsimile:  (512) 832-6310
Attention:  Harry L. Zimmerman

with a copy to:

Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
Facsimile:  (212) 455-2502
Attention:  Richard Fenyes

All such notices and communications shall be deemed to have been duly given:  at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if telecopied; and on the next Business Day, if timely delivered to an air courier guaranteeing overnight delivery.

Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee at the address specified in the Indenture.

(f)            Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties, including without limitation and without the need for an express assignment, subsequent Holders of Transfer Restricted Securities; provided, however, that this Agreement shall not inure to the benefit of or be binding upon a successor or assign of a Holder unless and to the extent such successor or assign acquired Transfer Restricted Securities from such Holder.

(g)           Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

(h)           Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(i)            Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW RULES THEREOF.

(j)            Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

(k)           Entire Agreement. This Agreement together with the Purchase Agreement and the Indenture (as defined in the Purchase Agreement) is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth

20

or referred to herein with respect to the registration rights granted by the Issuers and the Guarantors with respect to the Transfer Restricted Securities. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

ENCORE MEDICAL FINANCE LLC
By	/s/ Harry L. Zimmerman
Name: Harry L. Zimmerman
Title: Executive Vice President-General Counsel, Secretary and Assistant Treasurer
ENCORE MEDICAL FINANCE CORP.
By	/s/ Harry L. Zimmerman
Name: Harry L. Zimmerman
Title: Executive Vice President-General Counsel, Secretary and Assistant Treasurer
ENCORE MEDICAL LLC
By	/s/ Harry L. Zimmerman
Name: Harry L. Zimmerman
Title: Executive Vice President-General Counsel, Secretary and Assistant Treasurer
ENCORE MEDICAL, L.P.
By	/s/ Harry L. Zimmerman
Name: Harry L. Zimmerman
Title: Executive Vice President-General Counsel, Secretary and Assistant Treasurer

22

ENCORE MEDICAL IHC, INC.
By	/s/ Harry L. Zimmerman
Name: Harry L. Zimmerman
Title: Executive Vice President-General Counsel, Secretary and Assistant Treasurer
ENCORE MEDICAL ASSET CORPORATION
By	/s/ Harry L. Zimmerman
Name: Harry L. Zimmerman
Title: Executive Vice President-General Counsel, Secretary and Assistant Treasurer
ENCORE MEDICAL GP, INC.
By	/s/ Harry L. Zimmerman
Name: Harry L. Zimmerman
Title: Executive Vice President-General Counsel, Secretary and Assistant Treasurer
ENCORE MEDICAL PARTNERS, INC.
By	/s/ Harry L. Zimmerman
Name: Harry L. Zimmerman
Title: Executive Vice President-General Counsel, Secretary and Assistant Treasurer
EMPI, INC.
By	/s/ Harry L. Zimmerman
Name: Harry L. Zimmerman
Title: Executive Vice President-General Counsel, Secretary and Assistant Treasurer

Registration Rights Agreement

EMPI CORP.
By	/s/ Harry L. Zimmerman
Name: Harry L. Zimmerman
Title: Executive Vice President-General Counsel, Secretary, Assistant Treasurer
EMPI SALES CORP.
By	/s/ Harry L. Zimmerman
Name: Harry L. Zimmerman
Title: Executive Vice President-General Counsel, Secretary, Assistant Treasurer
COMPEX TECHNOLOGIES LLC
By	/s/ Harry L. Zimmerman
Name: Harry L. Zimmerman
Title: Executive Vice President-General Counsel, Secretary, Assistant Treasurer
SPECTRA BRACE, LTD.
By	/s/ Harry L. Zimmerman
Name: Harry L. Zimmerman
Title: Executive Vice President-General Counsel, Secretary, Assistant Treasurer

Registration Rights Agreement

The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written:

BANC OF AMERICA SECURITIES LLC
CREDIT SUISSE SECURITIES (USA) LLC

By: BANK OF AMERICA SECURITIES LLC
On behalf of itself and the other Initial Purchaser

By	/s/ Lex Maultsby
	Authorized Signatory

Registration Rights Agreement

SCHEDULE A

Guarantors

Subsidiary	Jurisdiction of Organization
Encore Medical Finance Corp.	Delaware
Encore Medical LLC	Delaware
Encore Medical, L.P.	Delaware
Encore Medical IHC, Inc.	Delaware
Encore Medical Asset Corporation	Nevada
Encore Medical GP, Inc.	Nevada
Encore Medical Partners, Inc.	Nevada
Empi, Inc.	Minnesota
Empi Corp.	Minnesota
Empi Sales Corp.	Minnesota
Compex Technologies LLC	Minnesota
Spectra Brace, Ltd.	Kentucky
Empi Europe GmbH	Germany
Empi Germany GmbH	Germany
Ormed GmbH & Co. Kg	Germany
Ormed Ortho GmbH	Germany
Chattanooga Europe, B.V.B.A.	Belgium
Compex SA	Switzerland
Compex Medical SA	Switzerland
Compex Sport SA	Switzerland
Compex SAS	France
Compex Medical GmbH	Germany
Medi-Compex Iberica Srl	Spain
Compex Italia Srl	Italy
Encore Orthopedics FSC Limited	Jamaica
Ormed spol s.r.o.	Czechoslovakia

EX-4.3

Exhibit 4.3

EXECUTION VERSION

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 SECURITIES (USA) LLC,
as Syndication Agent,

GENERAL ELECTRIC CAPITAL CORPORATION,
as Documentation Agent,

and

BANC OF AMERICA SECURITIES LLC and
CREDIT SUISSE SECURITIES (USA) LLC,
as Lead Arrangers and Book Runners

TABLE OF CONTENTS

	Page
ARTICLE I
Definitions and Accounting Terms
SECTION 1.01 Defined Terms	3
SECTION 1.02 Other Interpretive Provisions	45
SECTION 1.03 Accounting Terms	45
SECTION 1.04 Rounding	46
SECTION 1.05 References to Agreements, Laws, Etc	46
SECTION 1.06 Times of Day	46
SECTION 1.07 Timing of Payment of Performance	46
SECTION 1.08 Currency Equivalents Generally	46
ARTICLE II
The Commitments and Credit Extensions
SECTION 2.01 The Loans	47
SECTION 2.02 Borrowings, Conversions and Continuations of Loans	47
SECTION 2.03 Letters of Credit	49
SECTION 2.04 Swing Line Loans	57
SECTION 2.05 Prepayments	60
SECTION 2.06 Termination or Reduction of Commitments	63
SECTION 2.07 Repayment of Loans	64
SECTION 2.08 Interest	64
SECTION 2.09 Fees	65
SECTION 2.10 Computation of Interest and Fees	65
SECTION 2.11 Evidence of Indebtedness	66
SECTION 2.12 Payments Generally	66
SECTION 2.13 Sharing of Payments	68
SECTION 2.14 Incremental Credit Extensions	69
ARTICLE III
Taxes, Increased Costs Protection and Illegality
SECTION 3.01 Taxes	71
SECTION 3.02 Illegality	73
SECTION 3.03 Inability to Determine Rates	74
SECTION 3.04 Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans	74
SECTION 3.05 Funding Losses	75
SECTION 3.06 Matters Applicable to All Requests for Compensation	76
SECTION 3.07 Replacement of Lenders under Certain Circumstances	77
SECTION 3.08 Survival	78

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ARTICLE IV
Conditions Precedent to Credit Extensions
SECTION 4.01 Conditions of Initial Credit Extension	78
SECTION 4.02 Conditions to All Credit Extensions	81
ARTICLE V
Representations and Warranties
SECTION 5.01 Existence, Qualification and Power; Compliance with Laws	82
SECTION 5.02 Authorization; No Contravention	82
SECTION 5.03 Governmental Authorization; Other Consents	82
SECTION 5.04 Binding Effect	82
SECTION 5.05 Financial Statements; No Material Adverse Effect	83
SECTION 5.06 Litigation	84
SECTION 5.07 No Default	84
SECTION 5.08 Ownership of Property; Liens	84
SECTION 5.09 Environmental Compliance	84
SECTION 5.10 Taxes	85
SECTION 5.11 ERISA Compliance	85
SECTION 5.12 Subsidiaries; Equity Interests	86
SECTION 5.13 Margin Regulations; Investment Company Act	86
SECTION 5.14 Disclosure	86
SECTION 5.15 Solvency	87
SECTION 5.16 Subordination of Junior Financing	87
SECTION 5.17 Labor Matters	87
SECTION 5.18 Food and Drug	87
SECTION 5.19 Clinical Trials	87
SECTION 5.20 State Food and Drug Laws	87
SECTION 5.21 HIPAA	88
SECTION 5.22 Medicare, Medicaid and Fraud and Abuse	88
ARTICLE VI
Affirmative Covenants
SECTION 6.01 Financial Statements	88
SECTION 6.02 Certificates; Other Information	90
SECTION 6.03 Notices	92
SECTION 6.04 Payment of Obligations	92
SECTION 6.05 Preservation of Existence, Etc	92
SECTION 6.06 Maintenance of Properties	92
SECTION 6.07 Maintenance of Insurance	93
SECTION 6.08 Compliance with Laws	93
SECTION 6.09 Books and Records	93
SECTION 6.10 Inspection Rights	93
SECTION 6.11 Covenant to Guarantee Obligations and Give Security	93
SECTION 6.12 Compliance with Environmental Laws	95

ii

SECTION 6.13 Further Assurances	95
SECTION 6.14 Designation of Subsidiaries	96
SECTION 6.15 Compliance with FDA Laws	97
SECTION 6.16 Compliance with HIPAA and Fraud and Abuse Laws	97
ARTICLE VII
Negative Covenants
SECTION 7.01 Liens	97
SECTION 7.02 Investments	100
SECTION 7.03 Indebtedness	103
SECTION 7.04 Fundamental Changes	107
SECTION 7.05 Dispositions	109
SECTION 7.06 Restricted Payments	110
SECTION 7.07 Change in Nature of Business	113
SECTION 7.08 Transactions with Affiliates	113
SECTION 7.09 Burdensome Agreements	113
SECTION 7.10 Use of Proceeds	114
SECTION 7.11 Financial Covenants	114
SECTION 7.12 Accounting Changes	115
SECTION 7.13 Prepayments, Etc. of Indebtedness	115
SECTION 7.14 Equity Interests of the Company and Restricted Subsidiaries	116
SECTION 7.15 Holding Company	116
SECTION 7.16 Capital Expenditures.	116
ARTICLE VIII
Events Of Default and Remedies
SECTION 8.01 Events of Default	117
SECTION 8.02 Remedies Upon Event of Default	119
SECTION 8.03 Exclusion of Immaterial Subsidiaries	120
SECTION 8.04 Application of Funds	120
SECTION 8.05 Company’s Right to Cure	121
ARTICLE IX
Administrative Agent and Other Agents
SECTION 9.01 Appointment and Authorization of Agents	122
SECTION 9.02 Delegation of Duties	123
SECTION 9.03 Liability of Agents	123
SECTION 9.04 Reliance by Agents	123
SECTION 9.05 Notice of Default	124
SECTION 9.06 Credit Decision; Disclosure of Information by Agents	124
SECTION 9.07 Indemnification of Agents	125
SECTION 9.08 Agents in their Individual Capacities	125
SECTION 9.09 Successor Agents	126
SECTION 9.10 Administrative Agent May File Proofs of Claim	126

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SECTION 9.11 Collateral and Guaranty Matters	127
SECTION 9.12 Other Agents; Arrangers and Managers	128
SECTION 9.13 Appointment of Supplemental Administrative Agents	128
ARTICLE X
Miscellaneous
SECTION 10.01 Amendments, Etc	129
SECTION 10.02 Notices and Other Communications; Facsimile Copies	131
SECTION 10.03 No Waiver; Cumulative Remedies	132
SECTION 10.04 Attorney Costs, Expenses and Taxes	132
SECTION 10.05 Indemnification by the Company	133
SECTION 10.06 Payments Set Aside	134
SECTION 10.07 Successors and Assigns	134
SECTION 10.08 Confidentiality	138
SECTION 10.09 Setoff	139
SECTION 10.10 Interest Rate Limitation	139
SECTION 10.11 Counterparts	140
SECTION 10.12 Integration	140
SECTION 10.13 Survival of Representations and Warranties	140
SECTION 10.14 Severability	140
SECTION 10.15 Tax Forms	140
SECTION 10.16 No Advisory or Fiduciary Responsibility	142
SECTION 10.17 GOVERNING LAW	143
SECTION 10.18 WAIVER OF RIGHT TO TRIAL BY JURY	143
SECTION 10.19 Binding Effect	144
SECTION 10.20 Electronic Execution of Assignments	144
SECTION 10.21 USA PATRIOT Act	144

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SCHEDULES
I	Guarantors
1.01A	Unrestricted Subsidiaries
1.01B	Mortgaged Properties
1.01C	Excluded Subsidiaries
1.01D	Foreign Subsidiaries
2.01	Commitments
4.01(a)(x)	Assets at Encore Medical
5.08	Real Property
5.09	Environmental Matters
5.10	Taxes
5.11	ERISA Compliance
5.12	Subsidiaries and Other Equity Investments
5.18	Food and Drug
5.20	State Food and Drug Laws
7.01(b)	Existing Liens
7.02(f)	Existing Investments
7.03(b)	Existing Indebtedness
7.05(l)	Dispositions
7.08	Transactions with Affiliates
7.09	Existing Restrictions
10.02	Administrative Agent’s Office, Certain Addresses for Notices
EXHIBITS
Form of
A	Loan Notice
B	Swing Line Loan Notice
C-1	Term Note
C-2	Revolving Credit Note
D	Compliance Certificate
E	Assignment and Assumption
F	Guaranty
G-1	Security Agreement
G-2	Intellectual Property Security Agreement
H	Deed of Trust
I	Opinion Matters — Counsel to Loan Parties

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CREDIT AGREEMENT

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.

Pursuant to the Merger Agreement (as this and other capitalized terms used in these preliminary statements are defined in Section 1.01 below), Merger Sub shall be merged with Encore Medical, with Encore Medical as the surviving corporation (the “Merger”).

The Company has requested that simultaneously with the consummation of the Merger, the Lenders extend credit to the Company in the form of (i) Term Loans in an initial aggregate amount of $350,000,000 and (ii) a Revolving Credit Facility in an initial aggregate amount of $50,000,000. The Revolving Credit Facility will include a sub-limit for the making of one or more Swing Line Loans and for the issuance of one or more Letters of Credit from time to time.

The proceeds of the Term Loans in an aggregate amount of $340,000,000 and the Revolving Credit Loans made on the Closing Date, together with the proceeds of (i) the issuance of the New Notes and (ii) the Equity Contribution, will be used to finance the Debt Prepayment and to pay the Merger Consideration and the Transaction Expenses. The proceeds of the Term Loans in an aggregate amount of $10,000,000 will be used to finance a portion of the acquisition (the “Post-Closing Acquisition”) of a privately-held medical device company located outside of the United States and to pay fees and expenses incurred in connection therewith. The Post-Closing Acquisition is expected to close by November 30, 2006. The proceeds of Revolving Credit Loans incurred on or after the Closing Date will be used for working capital and other general corporate purposes of the Company and its Subsidiaries, including the financing of Permitted Acquisitions. Swing Line Loans and Letters of Credit will be used for general corporate purposes of the Company and its Subsidiaries.

The applicable Lenders have indicated their willingness to lend, and the L/C Issuers have indicated their willingness to issue Letters of Credit, in each case, on the terms and subject to the conditions set forth herein.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

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ARTICLE I

Definitions and Accounting Terms

SECTION 1.01  Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:

“Acquired Annual Capital Expenditure Amount” has the meaning set forth in Section 7.16(a).

“Acquired EBITDA” means, with respect to any Acquired Entity or Business or any Converted Restricted Subsidiary for any period, the amount for such period of Consolidated EBITDA of such Acquired Entity or Business or such Converted Restricted Subsidiary (determined as if references to the Company and the Restricted Subsidiaries in the definition of Consolidated EBITDA were references to such Acquired Entity or Business and its Subsidiaries or to such Converted Restricted Subsidiary and its Subsidiaries), all as determined on a consolidated basis for such Acquired Entity or Business.

“Acquired Entity or Business” has the meaning set forth in the definition of the term “Consolidated EBITDA”.

“Act” has the meaning set forth in Section 10.21.

“Additional Lender” has the meaning set forth in Section 2.14(a).

“Administrative Agent” means Bank of America, N.A., in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

“Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02 or such other address or account as the Administrative Agent may from time to time notify the Company and the Lenders.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Agent-Related Persons” means the Agents, together with their respective Affiliates, and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.

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“Agents” means, collectively, the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent and the Supplemental Administrative Agents (if any).

“Aggregate Commitments” means the Commitments of all the Lenders.

“Aggregate Credit Exposures” means, at any time, the sum of (a) the unused portion of each Revolving Credit Commitment then in effect and (b) the Total Outstandings at such time.

“Agreement” has the meaning set forth in the introductory paragraph hereof.

“Applicable Rate” means (a) until delivery of financial statements for the first full fiscal quarter commencing on or after the Closing Date pursuant to Section 6.01, 2.50% per annum in the case of Eurodollar Rate Loans and Letter of Credit fees, 1.50% per annum in the case of Base Rate Loans and 0.50% per annum in the case of Commitment Fees and (b) thereafter (i) in the case of the Term Loans, 2.50% per annum in the case of Eurodollar Rate Loans and 1.50% per annum in the case of Base Rate Loans or if the Total Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(b) is less than or equal to 5.5:1, in the case of Eurodollar Rate Loans, 2.25% per annum, and in the case of Base Rate Loans, 1.25% per annum, and (ii) in the case of Revolving Credit Loans, Letter of Credit fees and Commitment Fees, the following percentages per annum, based upon the Total Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(b):

Applicable Rate
Pricing Level	Total Leverage Ratio	Eurodollar Rate and Letter of Credit Fees		Base Rate		Commitment Fee Rate
1	< 4.5:1	1.75	%	0.75	%	0.375	%
2	³ 4.5:1 but < 5.5:1	2.25	%	1.25	%	0.500	%
3	³ 5.5:1	2.50	%	1.50	%	0.500	%

Any increase or decrease in the Applicable Rate resulting from a change in the Total Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(b); provided that at the option of the Required Lenders, the highest Pricing Level shall apply (x) as of the first Business Day after the date on which a Compliance Certificate was required to have been delivered but was not delivered, and shall continue to so apply to and including the date on which such Compliance Certificate is so delivered (and thereafter the Pricing Level otherwise determined in accordance with this definition shall apply) and (y) as of the first Business Day after an Event of Default under Section 8.01(a) shall have occurred and be continuing, and shall continue to so apply to but excluding the date on which such Event of Default is cured or waived (and thereafter the Pricing Level otherwise determined in accordance with this definition shall apply).

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“Appropriate Lender” means, at any time, (a) with respect to Loans of any Class, the Lenders of such Class, (b) with respect to Letters of Credit, (i) the relevant L/C Issuers and (ii) with respect to any Letters of Credit issued pursuant to Section 2.03(a), the Revolving Credit Lenders and (c) with respect to the Swing Line Facility, (i) the Swing Line Lender and (ii) if any Swing Line Loans are outstanding pursuant to Section 2.04(a), the Revolving Credit Lenders.

“Approved Bank” has the meaning specified in clause (c) of the definition of “Cash Equivalents”.

“Approved Fund” means, with respect to any Lender, any Fund that is administered, advised or managed by (a) such Lender, (b) an Affiliate of such Lender or (c) an entity or an Affiliate of an entity that administers, advises or manages such Lender.

“Arrangers” means Banc of America Securities LLC and Credit Suisse Securities (USA) LLC, each in its capacity as a lead arranger and book runner.

“Assignees” has the meaning set forth in Section 10.07(b).

“Assignment and Assumption” means an Assignment and Assumption substantially in the form of Exhibit E.

“Attorney Costs” means and includes all reasonable fees, expenses and disbursements of any law firm or other external legal counsel.

“Attributable Indebtedness” means, on any date, in respect of any Capitalized Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP.

“Audited Financial Statements” means the audited consolidated balance sheets of Encore Medical and its Subsidiaries as of each of December 31, 2005, 2004 and 2003, and the related audited consolidated statements of operations, stockholders’ equity and cash flows for Encore Medical and its Subsidiaries for the fiscal years ended December 31, 2005, 2004 and 2003, respectively.

“Auto-Renewal Letter of Credit” has the meaning set forth in Section 2.03(b)(iii).

“Bank of America” means Bank of America, N.A. and its successors.

“Base Rate” means for any day a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate.”  The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.

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“Base Rate Loan” means a Loan that bears interest based on the Base Rate.

“Borrower” means the Company.

“Borrowing” means a Revolving Credit Borrowing, a Swing Line Borrowing, or a Term Borrowing, as the context may require.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located and, if such day relates to any Eurodollar Rate Loan, any such day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.

“Capital Expenditures” means, for any period, the aggregate of (a) all expenditures (whether paid in cash or accrued as liabilities) by the Company and the Restricted Subsidiaries during such period that, in conformity with GAAP, are or are required to be included as additions during such period to property, plant or equipment reflected in the consolidated balance sheet of the Company and the Restricted Subsidiaries and (b) all Capitalized Lease Obligations incurred by the Company and the Restricted Subsidiaries during such period and recorded on the balance sheet as such in accordance with GAAP; provided that the term “Capital Expenditures” shall not include (i) expenditures made in connection with the replacement, substitution, restoration or repair of assets to the extent financed with (x) insurance proceeds paid on account of the loss of or damage to the assets being replaced, restored or repaired or (y) awards of compensation arising from the taking by eminent domain or condemnation of the assets being replaced, (ii) the purchase price of equipment that is purchased simultaneously with the trade-in of existing equipment to the extent that the gross amount of such purchase price is reduced by the credit granted by the seller of such equipment for the equipment being traded in at such time, (iii) the purchase of plant, property or equipment to the extent financed with the proceeds of Dispositions that are not required to be applied to prepay Term Loans pursuant to Section 2.05(b)(ii), (iv) expenditures that constitute any part of Consolidated Lease Expense, (v) expenditures that are accounted for as capital expenditures by the Company or any Restricted Subsidiary and that actually are paid for by a Person other than the Company or any Restricted Subsidiary and for which neither the Company nor any Restricted Subsidiary has provided or is required to provide or incur, directly or indirectly, any consideration or obligation to such Person or any other Person (whether before, during or after such period), (vi) the book value of any asset owned by the Company or any Restricted Subsidiary prior to or during such period to the extent that such book value is included as a capital expenditure during such period as a result of such Person reusing or beginning to reuse such asset during such period without a corresponding expenditure actually having been made in such period; provided that (x) any expenditure necessary in order to permit such asset to be reused shall be included as a Capital Expenditure during the period in which such expenditure actually is made and (y) such book value shall have been included in Capital Expenditures when such asset was originally acquired, or (vii) expenditures that constitute Permitted Acquisitions and expenditures made in connection with the Transactions.

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“Capitalized Leases” means, as applied to any Person, all leases of property that have been or should be, in accordance with GAAP, recorded as capitalized leases on the balance sheet (excluding the footnotes thereto).

“Cash Collateral” has the meaning specified in Section 2.03(g).

“Cash Collateral Account” means a blocked account at Bank of America (or another commercial bank selected in compliance with Section 9.09) in the name of the Administrative Agent and under the sole dominion and control of the Administrative Agent, and otherwise established in a manner satisfactory to the Administrative Agent.

“Cash Collateralize” has the meaning specified in Section 2.03(g).

“Cash Equivalents” means any of the following types of Investments, to the extent owned by the Company or any Restricted Subsidiary:

(a)           Dollars, Euros or, in the case of any Foreign Subsidiary, such local currencies held by it from time to time in the ordinary course of business;

(b)           readily marketable obligations issued or directly and fully guaranteed or insured by the government or any agency or instrumentality of (i) the United States or (ii) any member nation of the European Union, having average maturities of not more than 12 months from the date of acquisition thereof; provided that the full faith and credit of the United States or a member nation of the European Union is pledged in support thereof;

(c)           time deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that (i)  is a Lender or (ii) (A) is organized under the Laws of the United States, any state thereof, the District of Columbia or any member nation of the Organization for Economic Cooperation and Development or is the principal banking Subsidiary of a bank holding company organized under the Laws of the United States, any state thereof, the District of Columbia or any member nation of the Organization for Economic Cooperation and Development, and is a member of the Federal Reserve System, and (B) has combined capital and surplus of at least $250,000,000 (any such bank in the foregoing clauses (i) or (ii) being an “Approved Bank”), in each case with average maturities of not more than 12 months from the date of acquisition thereof;

(d)           commercial paper and variable or fixed rate notes issued by an Approved Bank (or by the parent company thereof) or any variable or fixed rate note issued by, or guaranteed by, a corporation rated A-2 (or the equivalent thereof) or better by S&P or P-2 (or the equivalent thereof) or better by Moody’s, in each case with average maturities of not more than 12 months from the date of acquisition thereof;

(e)           repurchase agreements entered into by any Person with a bank or trust company (including any of the Lenders) or recognized securities dealer, in each case, having capital and surplus in excess of $250,000,000 for direct obligations issued by or fully guaranteed or insured by the government or any agency or instrumentality of (i) the

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United States or (ii) any member nation of the European Union, in which such Person shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of the repurchase obligations;

(f)            securities with average maturities of 12 months or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government having an investment grade rating from either S&P or Moody’s (or the equivalent thereof);

(g)           Investments with average maturities of 12 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s;

(h)           instruments equivalent to those referred to in clauses (a) through (g) above denominated in Euros or any other foreign currency comparable in credit quality and tenor to those referred to above and customarily used by corporations for cash management purposes in any jurisdiction outside the United States to the extent reasonably required in connection with any business conducted by any Restricted Subsidiary organized in such jurisdiction; and

(i)            Investments, classified in accordance with GAAP as current assets of the Company or any Restricted Subsidiary, in money market investment programs which are registered under the Investment Company Act of 1940 or which are administered by financial institutions having capital of at least $250,000,000, and, in either case, the portfolios of which are limited such that substantially all of such investments are of the character, quality and maturity described in clauses (a) through (h) of this definition.

“Cash Management Bank” means any Person that is an Agent, a Lender or an Affiliate of an Agent or a Lender at the time it provides any Cash Management Services.

“Cash Management Obligations” means obligations owed by Holdings, the Company or any Restricted Subsidiary to any Agent, Lender or any Affiliate of an Agent or a Lender in respect of any Cash Management Services, including overdraft and related liabilities arising therefrom.

“Cash Management Services” means treasury, depository and cash management services (including in respect of liabilities arising from purchase cards, travel and entertainment cards or other card services) or any automated clearing house transfers of funds.

“Casualty Event” means any event that gives rise to the receipt by Holdings, the Company or any Restricted Subsidiary of any insurance proceeds or condemnation awards in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace or repair such equipment, fixed assets or real property.

“CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as subsequently amended.

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“CERCLIS” means the Comprehensive Environmental Response, Compensation and Liability Information System maintained by the U.S. Environmental Protection Agency.

“Change of Control” means the earliest to occur of (a) the Permitted Holders ceasing to have the power, directly or indirectly, to vote or direct the voting of securities having a majority of the ordinary voting power for the election of directors of Holdings; provided that the occurrence of the foregoing event shall not be deemed a Change of Control if,

(i)    any time prior to the consummation of a Qualifying IPO, and for any reason whatsoever, (A) the Permitted Holders otherwise have the right, directly or indirectly, to designate (and do so designate) a majority of the board of directors of Holdings at such time or (B) the Permitted Holders own, directly or indirectly, of record and beneficially, a majority of the outstanding voting Equity Interests of Holdings, or

(ii)   at any time after the consummation of a Qualifying IPO, and for any reason whatsoever, (A) no “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of such person or group and its Subsidiaries, and any Person acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan), excluding the Permitted Holders, shall become the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under such Act), directly or indirectly, of more than the greater of (x) thirty-five percent (35%) of the then outstanding voting Equity Interests of Holdings and (y) the percentage of the then outstanding voting stock of Holdings owned, directly or indirectly, beneficially by the Permitted Holders, and (B) during each period of twelve (12) consecutive months, the board of directors of Holdings shall consist of a majority of the Continuing Directors; or

(b)           any “Change of Control” (or any comparable term) in any document pertaining to the New Notes or any Junior Financing with an aggregate outstanding principal amount in excess of the Threshold Amount; or

(c)           at any time prior to a Qualifying IPO of the Company, the Company ceasing to be a directly or indirectly wholly owned Subsidiary of Holdings.

“Class” (a) when used with respect to Lenders, refers to whether such Lenders are Revolving Credit Lenders or Term Lenders, (b) when used with respect to Commitments, refers to whether such Commitments are Revolving Credit Commitments or Term Commitments and (c) when used with respect to Loans or a Borrowing, refers to whether such Loans, or the Loans comprising such Borrowing, are Revolving Credit Loans or Term Loans.

“Closing Date” means the first date all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 10.01.

“Code” means the U.S. Internal Revenue Code of 1986, as amended, and rules and regulations related thereto.

“Collateral” means all the “Collateral” as defined in any Collateral Document and shall include the Mortgaged Properties.

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“Collateral Agent” means Bank of America, in its capacity as collateral agent under any of the Loan Documents, or any successor collateral agent.

“Collateral and Guarantee Requirement” means, at any time, the requirement that:

(a)  the Administrative Agent shall have received each Collateral Document required to be delivered on the Closing Date pursuant to Section 4.01(a)(ii) or pursuant to Section 6.11 at such time, duly executed by each Loan Party thereto;

(b)  all Obligations shall have been unconditionally guaranteed by Holdings and each Restricted Subsidiary that is a Domestic Subsidiary and not an Excluded Subsidiary (each, a “Guarantor” and collectively, the “Guarantors”);

(c)  all guarantees issued or to be issued in respect of the New Notes (i) shall be subordinated to the Guarantees to the same extent that the New Notes are subordinated to the Obligations and (ii) shall provide for their automatic release upon a release of the corresponding Guarantee;

(d)  the Obligations and the Guarantees shall have been secured by a first-priority security interest in (i) all the Equity Interests of the Company and (ii) all Equity Interests (other than Equity Interests of Unrestricted Subsidiaries and any Equity Interest of any Restricted Subsidiary pledged to secure Indebtedness permitted under Section 7.03(g)) of each wholly owned Subsidiary directly owned by the Company or any Guarantor; provided that pledges of Equity Interests of each Foreign Subsidiary shall be limited to 65% of the issued and outstanding Equity Interests of each wholly-owned Foreign Subsidiary that is directly owned by Holdings, the Company or any Domestic Subsidiary of Holdings that is a Guarantor;

(e)  except to the extent otherwise permitted hereunder or under any Collateral Document, the Obligations and the Guarantees shall have been secured by a security interest in, and mortgages on, substantially all tangible and intangible assets of Holdings, the Company and each other Guarantor (including accounts (other than deposit accounts or other bank or securities accounts), inventory, equipment, investment property, contract rights, intellectual property, other general intangibles, owned (but not leased) real property and proceeds of the foregoing), in each case, with the priority required by the Collateral Documents; provided that security interests in real property shall be limited to the Mortgaged Properties;

(f)  none of the Collateral shall be subject to any Liens other than Liens permitted by Section 7.01; and

(g)  the Collateral Agent shall have received (i) counterparts of a Mortgage, with respect to each owned property described on Schedule 1.01B hereto or required to be delivered pursuant to Section 6.11 (the “Mortgaged Properties”) duly executed and delivered by the record owner of such property, (ii) a policy or policies of title insurance issued (or binding commitments to issue) by a nationally recognized title insurance company insuring the Lien of each such Mortgage as a valid Lien on the property

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described therein, free of any other Liens except as expressly permitted by Section 7.01, together with such endorsements, coinsurance and reinsurance as the Administrative Agent may reasonably request, and (iii) to the extent such items are in the possession of, or under the control of, the Company, such existing surveys, existing abstracts, existing appraisals, legal opinions and other documents as the Administrative Agent may reasonably request with respect to any such Mortgaged Property.

The foregoing definition shall not require the creation or perfection of pledges of or security interests in, or the obtaining of title insurance or surveys with respect to, particular assets if and for so long as, in the reasonable judgment of the Administrative Agent (confirmed in writing by notice to the Company), the cost of creating or perfecting such pledges or security interests in such assets or obtaining title insurance or surveys in respect of such assets shall be excessive in view of the benefits to be obtained by the Lenders therefrom. The Administrative Agent may grant extensions of time for the perfection of security interests in or the obtaining of title insurance with respect to particular assets (including extensions beyond the Closing Date for the perfection of security interests in the assets of the Loan Parties on such date) where it reasonably determines, in consultation with the Company, that perfection cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Agreement or the Collateral Documents.

Notwithstanding the foregoing provisions of this definition or anything in this Agreement or any other Loan Document to the contrary, (a) with respect to leases of real property entered into by the Company or any other Guarantor, such Person shall not be required to take any action with respect to the creation or perfection of security interests with respect to such leases and (b) Liens required to be granted from time to time pursuant to the Collateral and Guarantee requirement shall be subject to exceptions and limitations set forth in the Collateral Documents as in effect on the Closing Date and, to the extent appropriate in the applicable jurisdiction, as agreed between the Administrative Agent and the Company.

“Collateral Documents” means, collectively, the Security Agreement, the Intellectual Property Security Agreement, the Mortgages, each of the mortgages, Security Agreement Supplements, IP Security Agreement Supplements, security agreements, pledge agreements or other similar agreements delivered to the Administrative Agent and the Secured Parties pursuant to Section 6.11 or Section 6.13, and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Collateral Agent for the benefit of the Secured Parties.

“Commitment” means a Term Commitment or a Revolving Credit Commitment, as the context may require.

“Company” has the meaning set forth in the introductory paragraph to this Agreement.

“Compensation Period” has the meaning specified in Section 2.12(c)(ii).

“Compliance Certificate” means a certificate substantially in the form of Exhibit D.

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“Consolidated EBITDA” means, for any period, the Consolidated Net Income for such period, plus:

(a)           without duplication and to the extent already deducted (and not added back) in arriving at such Consolidated Net Income, the sum of the following amounts for such period:

(i)            total interest expense and, to the extent not reflected in such total interest expense, any losses on hedging obligations or other derivative instruments entered into for the purpose of hedging interest rate risk, net of interest income and gains on such hedging obligations, and costs of surety bonds in connection with financing activities,

(ii)           provision for federal, state, local, foreign and provincial taxes based on income, profits or capital of Holdings, the Company and the Restricted Subsidiaries, including franchise, gross receipts and similar taxes and any withholding taxes paid or accrued during such period,

(iii)          depreciation and amortization (including amortization of deferred financing fees),

(iv)          Non-Cash Charges,

(v)           extraordinary losses and unusual or non-recurring charges (including any unusual or non-recurring operating expenses attributable to the implementation of cost savings initiatives or any extraordinary losses and unusual or non-recurring charges or expenses attributable to legal and judgment settlements), severance, relocation costs, and curtailments or modifications to pension and post-retirement employee benefit plans,

(vi)          restructuring charges, accruals or reserves (including restructuring costs related to acquisitions prior to or on or after the date hereof and to closure/consolidation of facilities),

(vii)         any deductions attributable to minority interests,

(viii)        the amount of (A) management and monitoring fees and related expenses paid to the Sponsor pursuant to the Sponsor Management Agreement dated as of the Closing Date, and (B) other consulting and advisory fees and related expenses paid to the Sponsor to the extent permitted hereunder,

(ix)           any costs or expenses incurred by Holdings, the Company or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such costs or expenses are funded with contributions to the capital of Holdings or the Company or net cash proceeds of an issuance of Equity Interests of the Company (other than Disqualified Equity Interests),

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(x)            an amount not to exceed $5,500,000 for retention incentive compensation paid or payable to executive officers of Holdings (or any direct or indirect parent thereof) or the Company on or around the Closing Date;

(xi)           the amount of net cost savings projected by Holdings or the Company in good faith to be realized as a result of specified actions taken or expected to be taken during or prior to such period (which cost savings shall be added to Consolidated EBITDA until fully realized and calculated on a pro forma basis as though such cost savings had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such actions; provided that (A) such cost savings are reasonably identifiable and factually supportable, (B) such actions were begun to have been taken or expected to have been begun to be taken prior to the date that is twenty-four months after the Closing Date; provided that with respect to any action expected to have begun to be taken, the underlying action shall actually have begun to be taken prior to the date on which a Compliance Certificate shall be required to be delivered pursuant to Section 6.02(b) for the fiscal quarter in which the relevant cost savings shall have been added back pursuant to this clause (xi), (C) no cost savings shall be added pursuant to this clause (xi) to the extent duplicative of any expenses or charges relating to such cost savings that are included in clause (vi) above with respect to such period and (D) the aggregate amount of cost savings that are added back pursuant to this clause (xi) shall include only those cost savings expected to be realized within twelve months of taking such action,

less

(b)           without duplication and to the extent included in arriving at such Consolidated Net Income, the sum of the following amounts for such period:

(i)            extraordinary gains and unusual or non-recurring gains,

(ii)           non-cash gains (excluding any non-cash gain to the extent it represents the reversal of an accrual or reserve for a potential cash item that reduced Consolidated EBITDA in any prior period),

(iii)          gains on asset sales (other than asset sales in the ordinary course of business),

(iv)          any net after-tax income from the early extinguishment of Indebtedness or hedging obligations or other derivative instruments, and

(v)           all gains from investments recorded using the equity method,

in each case, as determined on a consolidated basis for Holdings, the Company and the Restricted Subsidiaries in accordance with GAAP;

provided that, to the extent included in Consolidated Net Income,

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(i)            there shall be excluded in determining Consolidated EBITDA currency translation gains and losses related to currency remeasurements of Indebtedness (including the net loss or gain resulting from hedging agreements for currency exchange risk),

(ii)           there shall be excluded in determining Consolidated EBITDA for any period any adjustments resulting from the application of Statement of Financial Accounting Standards No. 133, and

(c)           there shall be included in determining Consolidated EBITDA for any period, without duplication, (A) the Acquired EBITDA of any Person, property, business or asset acquired by the Company or any Restricted Subsidiary during such period (but not the Acquired EBITDA of any related Person, property, business or assets to the extent not so acquired), to the extent not subsequently sold, transferred or otherwise disposed by the Company or such Restricted Subsidiary (each such Person, property, business or asset acquired and not subsequently so disposed of, including pursuant to the Transactions and the Post-Closing Acquisition, an “Acquired Entity or Business”) and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (each, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA of such Acquired Entity or Business or such Converted Restricted Subsidiary, as applicable, for such period (including the portion thereof occurring prior to such acquisition or conversion) and (B) for the purposes of Section 7.11 and Sections 2.14, 6.14, 7.02(i), 7.02(n), 7.03(g), 7.03(h) and 7.03(r), an adjustment in respect of each Acquired Entity or Business or of each Converted Restricted Subsidiary equal to the amount of the Pro Forma Adjustment with respect to such Acquired Entity or Business or of such Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition or conversion) as specified in a certificate executed by a Responsible Officer and delivered to the Administrative Agent and (C) for purposes of determining the Total Leverage Ratio or Interest Coverage Ratio (each to be defined) only, there shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business, product, product line or asset sold, transferred or otherwise disposed of, closed or classified as discontinued operations by the Company or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”), based on the actual Disposed EBITDA of such Sold Entity or Business for such period (including the portion thereof occurring prior to such sale, transfer or disposition).

For the purpose of the definition of Consolidated EBITDA, “Non-Cash Charges” means (a) losses on asset sales, disposals or abandonments, (b) any impairment charge or asset write-off related to intangible assets, long-lived assets, and investments in debt and equity securities pursuant to GAAP, (c) all losses from investments recorded using the equity method, (d) stock-based awards compensation expense, and (e) other non-cash charges (provided that if any non-cash charges referred to in this clause (e) represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period).

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“Consolidated Interest Expense” means, for any period, the sum of (i) the cash interest expense (including that attributable to Capitalized Lease Obligations), net of cash interest income, of Holdings, the Company and the Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP, with respect to all outstanding Indebtedness of Holdings, the Company and the Restricted Subsidiaries, including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net costs under hedging agreements, (ii) any cash payments made during such period in respect of obligations referred to in clause (b) below relating to Funded Debt that were amortized or accrued in a previous period (other than any such obligations resulting from the discounting of Indebtedness in connection with the application of purchase accounting in connection with the Transaction or any Permitted Acquisition), but excluding, however, (a) amortization of deferred financing costs debt issuance costs, commissions, fees and expenses and any other amounts of non-cash interest, (b) the accretion or accrual of discounted liabilities during such period, (c) non-cash interest expense attributable to the movement of the mark-to-market valuation of obligations under hedging agreements or other derivative instruments pursuant to Statement of Financial Accounting Standards No. 133, (d) any one-time cash costs associated with breakage in respect of hedging agreements for interest rates, and (e) all non-recurring cash interest expense consisting of liquidated damages for failure to timely comply with registration rights obligations and financing fees, all as calculated on a consolidated basis in accordance with GAAP; provided that for purposes of Section 7.11 and Sections 2.14, 6.14, 7.02(i), 7.02(n), 7.03(g), 7.03(h) and 7.03(r), (A) there shall be included in determining Consolidated Interest Expense for any period the cash interest expense (or income) of any Acquired Entity or Business acquired during such period and of any Converted Restricted Subsidiary converted during such period, based on the cash interest expense (or income) of such Acquired Entity or Business or of such Converted Restricted Subsidiary, in either case for such period (including the portion thereof occurring prior to such acquisition or conversion) assuming any Indebtedness incurred or repaid in connection with any such acquisition had been incurred or repaid on the first day of such period and (B) there shall be excluded from determining Consolidated Interest Expense for any period the cash interest expense (or income) of any Sold Entity or Business disposed of during such period, based on the cash interest expense (or income) relating to any Indebtedness relieved, retired, redeemed or repaid in connection with any such disposition of such Sold Entity or Business for such period (including the portion thereof occurring prior to such disposal) assuming such debt relieved, retired, redeemed or repaid in connection with such disposition had been relieved, retired, redeemed or repaid on the first day of such period. Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated Interest Expense for any period ending prior to the first anniversary of the Closing Date, Consolidated Interest Expense shall be an amount equal to actual Consolidated Interest Expense from the Closing Date through the date of determination multiplied by a fraction the numerator of which is 365 and the denominator of which is the number of days from the Closing Date through the date of determination.

“Consolidated Lease Expense” means, for any period, all rental expenses of Holdings, the Company and the Restricted Subsidiaries during such period under operating leases for real or personal property (including in connection with sale-leaseback transactions permitted by Section 7.05(f)), excluding real estate taxes, insurance costs and common area maintenance charges and net of sublease income, other than (a) obligations under vehicle leases entered into in the ordinary course of business, (b) all such rental expenses associated with assets

15

acquired pursuant to the Transaction, the Post-Closing Acquisition and pursuant to a Permitted Acquisition to the extent such rental expenses relate to operating leases in effect at the time of (and immediately prior to) such acquisition and related to periods prior to such acquisition and (c) all Capitalized Lease Obligations, all as determined on a consolidated basis in accordance with GAAP.

“Consolidated Net Income” means, for any period, the net income (loss) of Holdings, the Company and the Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, excluding, without duplication, (a) extraordinary items for such period, (b) the cumulative effect of a change in accounting principles during such period to the extent included in Consolidated Net Income, (c) Transaction Expenses, (d) any fees, expenses, (including pre-transaction payments or other compensation made to employees of an acquired business) incurred during such period, or any amortization thereof for such period, in connection with any acquisition, investment, asset disposition, issuance or repayment of debt, issuance of equity securities, refinancing transaction or amendment or other modification of any debt instrument (in each case, including, without limitation, any such transaction consummated prior to the Closing Date, on or after the Closing Date and any such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such period as a result of any such transaction, (e) any income (loss) for such period attributable to the early extinguishment of Indebtedness, hedging agreements or other derivative transactions and (f) accruals and reserves that are recorded within twelve months after the closing date of any acquisition (including the Transactions) that are so required to be recorded as a result of the transaction in accordance with GAAP. There shall be excluded from Consolidated Net Income for any period the purchase accounting effects of adjustments to property and equipment, software, inventory, in-process research and development, and other intangible assets and deferred revenue in component amounts required or permitted by GAAP and related authoritative pronouncements (including the effects of such adjustments pushed down to Holdings, the Company and the Restricted Subsidiaries), as a result of the Transactions, any acquisition consummated prior to the Closing Date, any Permitted Acquisitions, or the amortization or write-off of any amounts thereof.

“Consolidated Total Debt” means, as of any date of determination, (a) the aggregate principal amount of indebtedness of Holdings, the Company and the Restricted Subsidiaries outstanding on such date, determined on a consolidated basis in accordance with GAAP (but excluding the effects of any discounting of indebtedness resulting from the application of purchase accounting in connection with the Transaction or any Permitted Acquisition (including the Post-Closing Acquisition)), consisting of indebtedness for borrowed money, Capitalized Lease Obligations and debt obligations evidenced by promissory notes or similar instruments, minus (b) the aggregate amount of all cash and Cash Equivalents (in each case, free and clear of all Liens, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Section 7.01(a), Section 7.01(r) and clauses (i) and (ii) of Section 7.01(s)) included in the consolidated balance sheet of Holdings, the Company and the Restricted Subsidiaries as of such date.

“Consolidated Working Capital” means, at any date, the excess of (a) the sum of all amounts (other than cash and Cash Equivalents) that would, in conformity with GAAP, be set forth opposite the caption “total current assets” (or any like caption) on a consolidated

16

balance sheet of Holdings, the Company and the Restricted Subsidiaries at such date over (b) the sum of all amounts that would, in conformity with GAAP, be set forth opposite the caption “total current liabilities” (or any like caption) on a consolidated balance sheet of Holdings, the Company and the Restricted Subsidiaries on such date, including deferred revenue but excluding, without duplication, (i) the current portion of any Funded Debt, (ii) all Indebtedness consisting of Loans and obligations in respect of Letters of Credit to the extent otherwise included therein, (iii) the current portion of interest and (iv) the current portion of current and deferred income taxes.

“Continuing Directors” means the directors of Holdings on the Closing Date, as elected or appointed after giving effect to the Merger and the other transactions contemplated hereby, and each other director, if, in each case, such other directors’ nomination for election to the board of directors of Holdings (or the Company after a Qualifying IPO of the Company) is recommended by a majority of the then Continuing Directors or such other director receives the vote of the Permitted Holders in his or her election by the stockholders of Holdings (or the Company after a Qualifying IPO of the Company).

“Contract Consideration” has the meaning set forth in the definition of “Excess Cash Flow”.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Control” has the meaning specified in the definition of “Affiliate.”

“Converted Restricted Subsidiary” has the meaning set forth in the definition of a “Consolidated EBITDA”.

“Credit Extension” means each of the following:  (a) a Borrowing and (b) an L/C Credit Extension.

“Cumulative Excess Cash Flow” has the meaning set forth in Section 7.06(h).

“Debt Issuance” means the issuance by any Person and its Subsidiaries of any Indebtedness for borrowed money.

“Debt Prepayment” means the prepayment by the Company or one of its Subsidiaries on the Closing Date of any Indebtedness outstanding under the Existing Credit Agreement and the redemption of any Existing Notes in connection with the Tender Offer and Consent Solicitation.

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

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“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“Default Rate” means an interest rate equal to (a) the Base Rate plus (b) the Applicable Rate, if any, applicable to Base Rate Loans plus (c) 2.0% per annum; provided that with respect to a Eurodollar Rate Loan or a Letter of Credit fee, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan or Letter of Credit, as the case may be, plus 2.0% per annum, in each case, to the fullest extent permitted by applicable Laws.

“Defaulting Lender” means any Lender that (a) has failed to fund any portion of the Term Loans, Revolving Credit Loans, participations in L/C Obligations or participations in Swing Line Loans required to be funded by it hereunder within one (1) Business Day of the date required to be funded by it hereunder, unless the subject of a good faith dispute or subsequently cured, (b) has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within one (1) Business Day of the date when due, unless the subject of a good faith dispute or subsequently cured, or (c) has been deemed insolvent or become the subject of a bankruptcy or insolvency proceeding.

“Designated Non-Cash Consideration” means the fair market value of non-cash consideration received by the Company or a Restricted Subsidiary in connection with a Disposition pursuant to Section 7.05(k) that is designated as Designated Non-Cash Consideration pursuant to a certificate of a Responsible Officer, setting forth the basis of such valuation (which amount will be reduced by the fair market value of the portion of the non-cash consideration converted to cash or Cash Equivalents within 180 days following the consummation of the applicable Disposition).

“Disposed EBITDA” means, with respect to any Sold Entity or Business for any period, the amount for such period of Consolidated EBITDA of such Sold Entity or Business (determined as if references to the Company and the Restricted Subsidiaries in the definition of Consolidated EBITDA (and in the component definitions used therein) were references to such Sold Entity or Business and its Subsidiaries), all as determined on a consolidated basis for such Sold Entity or Business.

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any property or the sale or disposition of Equity Interests by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith; provided that “disposition” and “dispose” shall not be deemed to include any issuance by Holdings of any of its Equity Interests to another Person.

“Disqualified Equity Interests” means any Equity Interest which, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Qualified Equity Interests and other than as a result of a change of control or asset sale event), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the

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holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments), (b) is redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests and other than as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments), in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is ninety-one (91) days after the Maturity Date of the Term Loans.

“Documentation Agent” means General Electric Capital Corporation, in its capacity as documentation agent under this Agreement.

“Dollar” and “$” mean lawful money of the United States.

“Domestic Subsidiary” means any Subsidiary that is organized under the Laws of the United States, any state thereof or the District of Columbia.

“Eligible Assignee” means any Assignee permitted by and consented to in accordance with Section 10.07(b).

“EMU Legislation” means the legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European currency.

“Encore Medical” means, prior to giving effect to the Merger, Encore Medical Corporation, a Delaware corporation, and after giving effect to the Merger, the surviving entity thereof.

“Environmental Laws” means any and all Federal, state, local, and foreign statutes, Laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution, the protection of the environment, natural resources, or, to the extent relating to exposure to Hazardous Materials, human health or to the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Company, any other Loan Party or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

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“Environmental Permit” means any permit, approval, identification number, license or other authorization required under any Environmental Law.

“Equity Contribution” means, collectively, the contribution, directly or indirectly, by the Equity Investors of an aggregate amount of cash (together with the aggregate value of options to purchase Equity Interests of Encore Medical held by Management Stockholders that are rolled over in connection with the Transactions) to Merger Sub at least equal to 35% of the Merger Costs.

“Equity Interests” means, with respect to any Person, all of the shares, interests, rights, participations or other equivalents (however designated) of capital stock of (or other ownership or profit interests or units in) such Person and all of the warrants, options or other rights for the purchase, acquisition or exchange from such Person of any of the foregoing (including through convertible securities).

“Equity Investors” means the Sponsor and the Management Stockholders.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that is under common control with any Loan Party within the meaning of Section 414 of the Code or Section 4001 of ERISA.

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by any Loan Party or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by any Loan Party or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Loan Party or any ERISA Affiliate.

“Euro” and “EUR” means the lawful currency of the Participating Member States introduced in accordance with EMU Legislation.

“Eurodollar Rate” means for any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or the rate appearing on Page 3750 of the Dow Jones Market Service) at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period. If such rate is not available at such time for any reason, then the “Eurodollar Rate” for such Interest Period shall be the rate at

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which deposits in Dollars for delivery on the first day of such Interest Period in Same Day Funds in the approximate amount of the Eurodollar Rate Loan being made, continued or converted by Bank of America and with a term equivalent to such Interest Period would be offered by Bank of America’s London Branch to major banks in the London interbank eurodollar market at their request at approximately 4:00 p.m. (London time) two (2) Business Days prior to the commencement of such Interest Period.

“Eurodollar Rate Loan” means a Loan that bears interest at a rate based on the Eurodollar Rate.

“Event of Default” has the meaning specified in Section 8.01.

“Excess Cash Flow” means, for any period, an amount equal to the excess of:

(a)           the sum, without duplication, of:

(i)            Consolidated Net Income for such period,

(ii)           an amount equal to the amount of all non-cash charges to the extent deducted in arriving at such Consolidated Net Income,

(iii)          decreases in Consolidated Working Capital and long-term account receivables and increases in the long-term portion of deferred revenue for such period (other than any such decreases or increases arising from acquisitions or dispositions of property by Holdings, the Company and the Restricted Subsidiaries completed during such period), and

(iv)          an amount equal to the aggregate net non-cash loss on dispositions of property by Holdings, the Company and the Restricted Subsidiaries during such period (other than dispositions of property in the ordinary course of business) to the extent deducted in arriving at such Consolidated Net Income; over

(b)           the sum, without duplication, of:

(i)            an amount equal to the amount of all non-cash credits included in arriving at such Consolidated Net Income and cash charges included in clauses (a) through (f) of the definition of Consolidated Net Income,

(ii)           without duplication of amounts deducted pursuant to clause (xi) below in prior fiscal years, the amount of Capital Expenditures made in cash or accrued during such period, except to the extent that such Capital Expenditures were financed with the proceeds of Indebtedness of Holdings, the Company or the Restricted Subsidiaries,

(iii)          the aggregate amount of all principal payments of Indebtedness of Holdings, the Company and the Restricted Subsidiaries (including (A) the principal component of payments in respect of Capitalized Lease Obligations and (B) the amount of any mandatory prepayment of Term Loans pursuant to Section 2.05(b)(ii) to the extent

21

required due to a disposition of property that resulted in an increase to Consolidated Net Income and not in excess of the amount of such increase but excluding (X) all other prepayments of Term Loans and (Y) all prepayments of Revolving Credit Loans and Swing Line Loans) made during such period (other than in respect of any revolving credit facility to the extent there is not an equivalent permanent reduction in commitments thereunder), except to the extent financed with the proceeds of other Indebtedness of Holdings or the Restricted Subsidiaries,

(iv)          an amount equal to the aggregate net non-cash gain on dispositions of property by Holdings, the Company and the Restricted Subsidiaries during such period (other than dispositions of property in the ordinary course of business) to the extent included in arriving at such Consolidated Net Income,

(v)           increases in Consolidated Working Capital and long-term account receivables and decreases in long-term portion of deferred revenue for such period (other than any such increases arising from acquisitions or dispositions of property by Holdings, the Company and the Restricted Subsidiaries during such period),

(vi)          cash payments by Holdings, the Company and the Restricted Subsidiaries during such period in respect of long-term liabilities of Holdings, the Company and the Restricted Subsidiaries other than Indebtedness,

(vii)         without duplication of amounts deducted pursuant to clause (xi) below in prior fiscal years, the amount of Investments and acquisitions made during such period to the extent that such Investments and acquisitions were financed with internally generated cash flow of Holdings, the Company and the Restricted Subsidiaries,

(viii)        the amount of Restricted Payments paid during such period to the extent such Restricted Payments were financed with internally generated cash flow of Holdings, the Company and the Restricted Subsidiaries,

(ix)           the aggregate amount of expenditures actually made by Holdings, the Company and the Restricted Subsidiaries in cash during such period (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period,

(x)            the aggregate amount of any premium, make-whole or penalty payments actually paid in cash by Holdings, the Company and the Restricted Subsidiaries during such period that are required to be made in connection with any prepayment of Indebtedness,

(xi)           without duplication of amounts deducted from Excess Cash Flow in prior periods, the aggregate consideration required to be paid in cash by Holdings, the Company or any of the Restricted Subsidiaries pursuant to binding contracts (the “Contract Consideration”) entered into prior to or during such period relating to Permitted Acquisitions or Capital Expenditures to be consummated or made during the period of four consecutive fiscal quarters of Holdings following the end of such period; provided that to the extent the aggregate amount of internally generated cash actually

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utilized to finance such Permitted Acquisitions or Capital Expenditures during such period of four consecutive fiscal quarters is less than the Contract Consideration, the amount of such shortfall shall be added to the calculation of Excess Cash Flow at the end of such period of four consecutive fiscal quarters, and

(xii)          the amount of cash taxes or tax distributions paid in such period to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Rate” means on any day with respect to any currency other than Dollars, the rate at which such currency may be exchanged into Dollars, as set forth at approximately 11:00 a.m. (London time) on such day on the Reuters World Currency Page for such currency; in the event that such rate does not appear on any Reuters World Currency Page, the Exchange Rate shall be determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Company, or, in the absence of such agreement, such Exchange Rate shall instead be the arithmetic average of the spot rates of exchange of the Administrative Agent in the market where its foreign currency exchange operations in respect of such currency are then being conducted, at or about 10:00 a.m. (New York City time) on such date for the purchase of Dollars for delivery two Business Days later.

“Excluded Subsidiary” means (a) any Subsidiary that is not a wholly owned Subsidiary, (b) each Subsidiary listed on Schedule 1.01C hereto, (c) any Subsidiary that is prohibited by applicable Law from guaranteeing the Obligations, (d) any Domestic Subsidiary that is a Subsidiary of a Foreign Subsidiary, (e) any Restricted Subsidiary acquired pursuant to a Permitted Acquisition financed with secured Indebtedness incurred pursuant to Section 7.03(g) and each Restricted Subsidiary thereof that guarantees such Indebtedness; provided that each such Restricted Subsidiary shall cease to be an Excluded Subsidiary under this clause (e) if such secured Indebtedness is repaid or becomes unsecured or if such Restricted Subsidiary ceases to guarantee such secured Indebtedness, as applicable, and (f) any other Subsidiary with respect to which, in the reasonable judgment of the Administrative Agent (confirmed in writing by notice to the Company), the cost or other consequences (including any adverse tax consequences) of providing a Guarantee shall be excessive in view of the benefits to be obtained by the Secured Parties therefrom.

“Existing Credit Agreement” means the Credit Agreement dated as of October 4, 2004, among Encore Medical IHC, Inc., Encore Medical, Bank of America, N.A., as administrative agent, swing line lender and letter of credit issuer, and the other lenders party thereto.

“Existing Notes” means the $165,000,000 in aggregate principal amount of Encore Medical IHC, Inc.’s 9.750% senior subordinated notes due 2012.

“Existing Notes Documentation” means the Existing Notes, the Existing Notes Indenture and all other documents executed and delivered with respect to the Existing Notes.

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“Existing Notes Indenture” means the Indenture for the Existing Notes, dated as of October 4, 2004.

“Existing Notes Indenture Amendment” has the meaning provided in Section 4.01(e)(i).

“Facility” means the Term Loans, the Revolving Credit Facility, the Swing Line Sublimit or the Letter of Credit Sublimit, as the context may require.

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative Agent.

“Fee Letter” refers to the Fee Letter dated June 30, 2006 and the Administrative Agency Letter dated October 24, 2006.

“Foreign Lender” has the meaning specified in Section 10.15(a)(i).

“Foreign Subsidiary” means any direct or indirect Restricted Subsidiary of the Company which (a) is not a Domestic Subsidiary or (b) is set forth on Schedule 1.01D.

“FRB” means the Board of Governors of the Federal Reserve System of the United States.

“Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course.

“Funded Debt” means all indebtedness of any Person for borrowed money that matures more than one year from the date of its creation or matures within one year from such date that is renewable or extendable, at the option of such Person, to a date more than one year from such date or arises under a revolving credit or similar agreement that obligates the lender or lenders to extend credit during a period of more than one year from such date, including Indebtedness in respect of the Loans.

“GAAP” means generally accepted accounting principles in the United States of America, as in effect from time to time; provided, however, that if the Company notifies the Administrative Agent that the Company requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Company that the Required Lenders request an amendment to any provision hereof for such purpose),

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regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

“Governmental Authority” means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Granting Lender” has the meaning specified in Section 10.07(h).

“Guarantee” means, as to any Person, without duplication, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other monetary obligation payable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other monetary obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other monetary obligation of the ability of the primary obligor to make payment of such Indebtedness or other monetary obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other monetary obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other monetary obligation of the ability of the primary obligor to make payment thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other monetary obligation of any other Person, whether or not such Indebtedness or other monetary obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien); provided that the term “Guarantee” shall not include endorsements for collection or deposit, in either case in the ordinary course of business, or customary and reasonable indemnity obligations in effect on the Closing Date or entered into in connection with any acquisition or Disposition of assets permitted under this Agreement (other than such obligations with respect to Indebtedness). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

“Guarantors” has the meaning set forth in the definition of “Collateral and Guarantee Requirement”.

“Guaranty” means, collectively, (a) the Guaranty made by the Guarantors in favor of the Administrative Agent on behalf of the Secured Parties, substantially in the form of Exhibit F and (b) each other guaranty and guaranty supplement delivered pursuant to Section 6.11.

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“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“Hedge Bank” means any Person that is an Agent, a Lender or an Affiliate of an Agent or a Lender at the time it enters into a Secured Hedge Agreement, in its capacity as a party thereto.

“Holdings” has the meaning set forth in the introductory paragraph to this Agreement.

“Honor Date” has the meaning specified in Section 2.03(c)(i).

“Immaterial Subsidiary” means each Restricted Subsidiary that is not a Material Subsidiary.

“Incremental Amendment” has the meaning set forth in Section 2.14(a).

“Incremental Facility Closing Date” has the meaning set forth in Section 2.14(a).

“Incremental Term Loans” has the meaning set forth in Section 2.14(a).

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a)           all indebtedness of such Person for borrowed money and all indebtedness of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b)           the maximum amount (after giving effect to any prior drawings or reductions which may have been reimbursed) of all letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds, performance bonds and similar instruments issued or created by or for the account of such Person;

(c)           net obligations of such Person under any hedging agreement;

(d)           all obligations of such Person to pay the deferred purchase price of property or services (other than (i) trade accounts payable in the ordinary course of business and (ii) any earn-out obligation until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP);

(e)           indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements and mortgage, industrial revenue

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bond, industrial development bond and similar financings), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(f)            all Attributable Indebtedness;

(g)           all obligations of such Person in respect of Disqualified Equity Interests; and

(h)           all Guarantees of such Person in respect of any of the foregoing.

For all purposes hereof, the Indebtedness of any Person shall (A) include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, except to the extent such Person’s liability for such Indebtedness is otherwise limited and only to the extent such Indebtedness would be included in the calculation of Consolidated Total Debt and (B) in the case of Holdings, the Company and its Subsidiaries, exclude all intercompany Indebtedness having a term not exceeding 364 days (inclusive of any roll-over or extensions of terms) and made in the ordinary course of business consistent with past practice. The amount of any net obligation under any hedging agreement on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of Indebtedness of any Person for purposes of clause (e) shall be deemed to be equal to the lesser of (i) the aggregate unpaid amount of such Indebtedness and (ii) the fair market value of the property encumbered thereby as determined by such Person in good faith.

“Indemnified Liabilities” has the meaning set forth in Section 10.05.

“Indemnitees” has the meaning set forth in Section 10.05.

“Information” has the meaning specified in Section 10.08.

“Intellectual Property Security Agreement” means, collectively, the Intellectual Property Security Agreement, executed by the Loan Parties substantially in the form of Exhibit G-2, together with each other intellectual property security agreement executed and delivered pursuant to Section 6.11.

“Interest Coverage Ratio” means, with respect to Holdings, the Company and the Restricted Subsidiaries on a consolidated basis, as of the end of any fiscal quarter of Holdings for the Test Period ending on such date, the ratio of (a) Consolidated EBITDA to (b) Consolidated Interest Expense.

“Interest Payment Date” means, (a) as to any Loan other than a Base Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date of the Facility under which such Loan was made; provided that if any Interest Period for a Eurodollar Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan (including a Swing Line Loan), the last Business Day of each March, June, September and December and the Maturity Date of the Facility under which such Loan was made.

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“Interest Period” means, as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the date one, two, three or six months thereafter, or to the extent available to each Lender of such Eurodollar Rate Loan, nine or twelve months or less than one month thereafter, as selected by the Company in its Loan Notice; provided that:

(a)           any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

(b)           any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

(c)           no Interest Period shall extend beyond the Maturity Date of the Facility under which such Loan was made.

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests or debt or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of Indebtedness of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person (excluding, in the case of Holdings and its Subsidiaries, intercompany loans, advances, or Indebtedness having a term not exceeding 364 days (inclusive of any roll-over or extensions of terms) and made in the ordinary course of business consistent with past practice) or (c) the purchase or other acquisition (in one transaction or a series of transactions) of all or substantially all of the property and assets or business of another Person or assets constituting a business unit, line of business or division of such Person. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment. For the avoidance of doubt, it is understood that the following shall not constitute “Investments” hereunder: (a) acquisitions of equipment to be used in the business of the Company or any of its Subsidiaries, so long as the acquisition costs thereof constitute Capital Expenditures permitted hereunder and (b) acquisitions of inventory in the ordinary course of business of the Company and its Subsidiaries.

“IP Security Agreement Supplement” has the meaning specified in the Intellectual Property Security Agreement.

“IRS” means the United States Internal Revenue Service.

“Junior Financing” has the meaning specified in Section 7.13(a).

“Junior Financing Documentation” means any documentation governing any Junior Financing.

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“Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“L/C Advance” means, with respect to each Revolving Credit Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Pro Rata Share.

“L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Revolving Credit Borrowing.

“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the renewal or increase of the amount thereof.

“L/C Disbursement” means a payment or disbursement made by an L/C Issuer pursuant to a Letter of Credit.

“L/C Issuer” means Bank of America and any other Lender that becomes an L/C Issuer in accordance with Section 2.03(l) or 10.07(j) in its capacity as an issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder.

“L/C Obligations” means, as at any date of determination, the aggregate undrawn amount of all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings.

“Lender” has the meaning specified in the introductory paragraph to this Agreement and, as the context requires, includes an L/C Issuer and the Swing Line Lender, and their respective successors and assigns as permitted hereunder, each of which is referred to herein as a “Lender.”

“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Company and the Administrative Agent.

“Letter of Credit” means any Existing Letter of Credit or any letter of credit issued hereunder. A Letter of Credit may be a commercial letter of credit or a standby letter of credit.

“Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the relevant L/C Issuer.

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“Letter of Credit Expiration Date” means the day that is three (3) Business Days prior to the scheduled Maturity Date then in effect for the Revolving Credit Facility (or, if such day is not a Business Day, the next preceding Business Day).

“Letter of Credit Sublimit” means an amount equal to the lesser of (a) $20,000,000 and (b) the aggregate amount of the Revolving Credit Commitments. The Letter of Credit Sublimit is part of, and not in addition to, the Revolving Credit Facility.

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any Capitalized Lease having substantially the same economic effect as any of the foregoing).

“Loan” means an extension of credit by a Lender to the Company under Article 2 in the form of a Term Loan, a Revolving Credit Loan or a Swing Line Loan.

“Loan Documents” means, collectively, (i) this Agreement, (ii) the Notes, (iii) the Guaranty, (iv) the Collateral Documents, (v) the Fee Letter, and (vi) each Letter of Credit Application.

“Loan Notice” means a notice of (a) a Term Borrowing, (b) a Revolving Credit Borrowing, (c) a conversion of Loans from one Type to the other, or (d) a continuation of Eurodollar Rate Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A.

“Loan Parties” means, collectively, the Company and each Guarantor.

“Management Stockholders” means the members of management of Holdings, the Company or its Subsidiaries who are investors or option holders in Holdings or any direct or indirect parent thereof.

 “Master Agreement” has the meaning specified in the definition of “Swap Contract.”

“Material Adverse Change” means changes, events, circumstances, conditions, occurrences, developments or effects that, individually or in the aggregate, have or would reasonably be expected to have a material adverse effect on the business, properties, assets, liabilities, condition (financial or otherwise) or results of operations of Encore Medical and its Subsidiaries, taken as a whole, or that would reasonably be expected to prevent Encore Medical from consummating the transactions contemplated by the Merger Agreement; provided, however, that none of the following, either individually or in the aggregate, shall be deemed to constitute, or be taken into account in determining whether there has been or will be, a Material Adverse Change:  (i) a change in the trading price of any of Encore Medical’s securities, in and of itself; (ii) reductions in regulatory reimbursement rates affecting the Encore Medical taking effect after the execution of the Merger Agreement and the effects, changes, events, circumstances and conditions resulting therefrom; (iii) changes in GAAP or applicable laws after

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the execution of the Merger Agreement; (iv) changes, events, circumstances, conditions, occurrences, developments or effects resulting from the announcement of the execution of the Merger Agreement or of the pendency of the Merger; (v) changes, events, circumstances, conditions, occurrences, developments or effects resulting from compliance by Encore Medical with the terms of, or the taking of any action specifically required to be taken in, the Merger Agreement (other than the consummation of the Merger itself); (vi) changes, events, circumstances, conditions, occurrences, developments or effects or conditions affecting the business in which Encore Medical and its Subsidiaries operate generally; (vii) changes in economic, financial or political conditions generally; (viii) any act of terrorism or war (whether or not declared); (ix) any failure by Encore Medical and its Subsidiaries, in and of itself, to meet projections, budgets or forecasts or published revenue or earnings predictions; and (x) any reclassifications, restructuring charges, non-recurring charges, increases in reserves and writeoffs of, to or in the financial statements of Encore Medical and/or Compex S.A. described in (and up to the amount set forth in) Section 7.2(d)(ii) of the Merger Agreement, except, in the case of clauses (ii), (vi), (vii) and (viii) above, to the extent such changes, events, circumstances, conditions, occurrences, developments or effects have a materially disproportionate adverse effect on Encore Medical and its Subsidiaries as compared to other persons engaged in the same business.

“Material Adverse Effect” means (a) a material adverse effect on the business, operations, assets, liabilities (actual or contingent) or financial condition of the Company and its Subsidiaries, taken as a whole, (b) a material adverse effect on the ability of the Company or the Loan Parties (taken as a whole) to perform their respective payment obligations under any Loan Document to which the Company or any of the Loan Parties is a party or (c) a material adverse effect on the rights and remedies of the Lenders under any Loan Document.

“Material Subsidiary” shall mean, at any date of determination, each Restricted Subsidiary of the Company (a) whose total assets at the last day of the Test Period ending on the last day of the most recent fiscal period for which financial statements have been delivered pursuant to Section 6.01 were equal to or greater than 5% of the Total Assets of the Company and the Restricted Subsidiaries at such date or (b) whose gross revenues for such Test Period were equal to or greater than 5% of the consolidated gross revenues of the Company and the Restricted Subsidiaries for such period, in each case determined in accordance with GAAP.

“Maturity Date” means (a) with respect to the Revolving Credit Facility, November 3, 2012 and (b) with respect to the Term Loans November 3, 2013.

“Maximum Rate” has the meaning specified in Section 10.10.

“Merger” has the meaning set forth in the preliminary statements to this Agreement.

“Merger Agreement” means the Agreement and Plan of Merger dated as of June 30, 2006, among Grand Slam Holdings, LLC, Merger Sub and Encore Medical.

“Merger Consideration” means the total funds required to consummate the Merger.

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“Merger Costs” means collectively, the Merger Consideration, the Debt Repayment and the Transaction Expenses.

“Merger Sub” means Grand Slam Acquisition Corp., a Delaware corporation.

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

“Mortgage” means, collectively, the deeds of trust, trust deeds and mortgages made by the Loan Parties in favor or for the benefit of the Collateral Agent on behalf of the Secured Parties substantially in the form of Exhibit H (with such changes as may be customary to account for local Law matters), and any other mortgages executed and delivered pursuant to Section 6.11.

“Mortgage Policies” has the meaning specified in Section 6.13(b)(ii).

“Mortgaged Properties” has the meaning specified in paragraph (g) of the definition of Collateral and Guarantee Requirement.

“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which any Loan Party or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

“Net Cash Proceeds” means:

(a)           with respect to the Disposition of any asset by Holdings, the Company or any Restricted Subsidiary or any Casualty Event, the excess, if any, of (i) the sum of cash and Cash Equivalents received in connection with such Disposition or Casualty Event (including any cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received and, with respect to any Casualty Event, any insurance proceeds or condemnation awards in respect of such Casualty Event actually received by or paid to or for the account of Holdings, the Company or any Restricted Subsidiary) over (ii) the sum of (A) the principal amount, premium or penalty, if any, interest and other amounts on any Indebtedness that is secured by the asset subject to such Disposition or Casualty Event and that is required to be repaid (and is timely repaid) in connection with such Disposition or Casualty Event (other than Indebtedness under the Loan Documents), (B) the out-of-pocket expenses (including attorneys’ fees, investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, other customary expenses and brokerage, consultant and other customary fees) actually incurred by Holdings, the Company or such Restricted Subsidiary in connection with such Disposition or Casualty Event, (C) taxes paid or reasonably estimated to be actually payable in connection therewith, and (D) any reserve for adjustment in respect of (x) the sale price of such asset or assets established in accordance with GAAP and (y) any liabilities associated with such asset or assets and retained by Holdings, the Company or any Restricted Subsidiary after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations

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associated with such transaction and it being understood that “Net Cash Proceeds” shall include any cash or Cash Equivalents (i) received upon the Disposition of any non-cash consideration received by Holdings, the Company or any Restricted Subsidiary in any such Disposition and (ii) upon the reversal (without the satisfaction of any applicable liabilities in cash in a corresponding amount) of any reserve described in clause (D) of the preceding sentence or, if such liabilities have not been satisfied in cash and such reserve is not reversed within three hundred and sixty-five (365) days after such Disposition or Casualty Event, the amount of such reserve; provided that (x) no net cash proceeds calculated in accordance with the foregoing realized in a single transaction or series of related transactions shall constitute Net Cash Proceeds unless such net cash proceeds shall exceed $5,000,000 and (y) no such net cash proceeds shall constitute Net Cash Proceeds under this clause (a) in any fiscal year until the aggregate amount of all such net cash proceeds in such fiscal year shall exceed $10,000,000 (and thereafter only net cash proceeds in excess of such amount shall constitute Net Cash Proceeds under this clause (a)); and

(b)           with respect to the incurrence or issuance of any Indebtedness by Holdings, the Company or any Restricted Subsidiary, the excess, if any, of (i) the sum of the cash received in connection with such incurrence or issuance over (ii) the investment banking fees, underwriting discounts, commissions, costs and other out-of-pocket expenses and other customary expenses, incurred by Holdings, the Company or such Restricted Subsidiary in connection with such incurrence or issuance.

“New Notes” means the Senior Subordinated Notes.

“New Notes Documentation” means the New Notes, and all documents executed and delivered with respect to the New Notes, including the Senior Subordinated Notes Indenture.

“Non-Cash Charges” has the meaning set forth in the definition of the term “Consolidated EBITDA”.

“Non-Consenting Lender” has the meaning specified in Section 3.07(d).

“Nonrenewal Notice Date” has the meaning specified in Section 2.03(b)(iii).

“Note” means a Term Note or a Revolving Credit Note, as the context may require.

“Notice of Intent to Cure” has the meaning specified in Section 6.02(b).

“Not Otherwise Applied” means, with reference to any amount of net proceeds of any transaction or event or of Excess Cash Flow, that such amount (a) was not required to be applied to prepay the Loans pursuant to Section 2.05(b), and (b) was not previously applied in determining the permissibility of a transaction under the Loan Documents where such permissibility was (or may have been) contingent on receipt of such amount or utilization of such amount for a specified purpose. The Company shall promptly notify the Administrative Agent of any application of such amount as contemplated by (b) above.

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“NPL” means the National Priorities List under CERCLA.

“Obligations” means all (x) advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party and its Subsidiaries arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or its Subsidiaries of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding, (y) obligations of any Loan Party and its Subsidiaries arising under any Secured Hedge Agreement and (z) Cash Management Obligations. Without limiting the generality of the foregoing, the Obligations of the Loan Parties under the Loan Documents (and of their Subsidiaries to the extent they have obligations under the Loan Documents) include (a) the obligation (including guarantee obligations) to pay principal, interest, Letter of Credit commissions, reimbursement obligations, charges, expenses, fees, Attorney Costs, indemnities and other amounts payable by any Loan Party or its Subsidiaries under any Loan Document and (b) the obligation of any Loan Party or any of its Subsidiaries to reimburse any amount in respect of any of the foregoing that any Lender, in its sole discretion, may elect to pay or advance on behalf of such Loan Party or such Subsidiary. Notwithstanding the foregoing, (i) the obligations of the Company or any Subsidiary under any Secured Hedge Agreement and the Cash Management Obligations shall be secured and guaranteed pursuant to the Collateral Documents and the Guaranty only to the extent that, and for so long as, the other Obligations are so secured and guaranteed and (ii) any release of Collateral or Guarantors effected in the manner permitted by this Agreement shall not require the consent of the holders of obligations under the Secured Hedge Agreements or the holders of the Cash Management Obligations.

“Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization, if applicable, and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Other Taxes” has the meaning specified in Section 3.01(b).

“Outstanding Amount” means (a) with respect to the Term Loans, Revolving Credit Loans and Swing Line Loans on any date, the outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Term Loans, Revolving Credit Loans (including any refinancing of outstanding unpaid drawings under Letters of Credit or L/C Credit Extensions as a Revolving Credit Borrowing) and Swing Line Loans, as the case may be, occurring on such date; and (b) with respect to any L/C Obligations on any date, the outstanding amount thereof on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes thereto as of such date, including as a result of any

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reimbursements of outstanding unpaid drawings under any Letters of Credit (including any refinancing of outstanding unpaid drawings under Letters of Credit or L/C Credit Extensions as a Revolving Credit Borrowing) or any reductions in the maximum amount available for drawing under Letters of Credit taking effect on such date.

“Participant” has the meaning specified in Section 10.07(e).

“Participating Member State” means each state so described in any EMU Legislation.

“PBGC” means the Pension Benefit Guaranty Corporation.

“Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by any Loan Party or any ERISA Affiliate or to which any Loan Party or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five (5) plan years.

“Permitted Acquisition” has the meaning specified in Section 7.02(i) and shall include, for the avoidance of doubt, the Post-Closing Acquisition.

“Permitted Equity Issuance” means any sale or issuance of any Qualified Equity Interests of Holdings (or any direct or indirect parent of Holdings) (and, after a Qualifying IPO, of the Company) to the extent permitted hereunder.

“Permitted Holders” means the Equity Investors other than the Management Stockholders to the extent that the amount of the outstanding voting stock of Holdings (or any direct or indirect parent thereof) owned beneficially or of record by such Management Stockholders in the aggregate at any time exceeds ten percent (10%) of the total amount of the outstanding voting stock of Holdings (or any direct or indirect parent thereof) at such time.

“Permitted Holdings Debt” has the meaning specified in Section 7.03(r).

“Permitted Refinancing” means, with respect to any Person, any modification, refinancing, refunding, renewal or extension of any Indebtedness of such Person; provided that (a) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so modified, refinanced, refunded, renewed or extended except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such modification, refinancing, refunding, renewal or extension and by an amount equal to any existing commitments unutilized thereunder, (b) other than with respect to a Permitted Refinancing in respect of Indebtedness permitted pursuant to Section 7.03(e), such modification, refinancing, refunding, renewal or extension has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being modified, refinanced, refunded, renewed or extended, (c) other than with respect to a Permitted Refinancing in respect of Indebtedness permitted pursuant to Section 7.03(e), at the time thereof, no Event of Default shall

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have occurred and be continuing, and (d) if such Indebtedness being modified, refinanced, refunded, renewed or extended is Indebtedness permitted pursuant to Section 7.03(b), 7.03(t) or 7.13(a), (i) to the extent such Indebtedness being modified, refinanced, refunded, renewed or extended is subordinated in right of payment to the Obligations, such modification, refinancing, refunding, renewal or extension is subordinated in right of payment to the Obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being modified, refinanced, refunded, renewed or extended, (ii) the terms and conditions (including, if applicable, as to collateral but excluding as to subordination, interest rate and redemption premium) of any such modified, refinanced, refunded, renewed or extended Indebtedness, taken as a whole, are not materially less favorable to the Loan Parties or the Lenders than the terms and conditions of the Indebtedness being modified, refinanced, refunded, renewed or extended; provided that a certificate of a Responsible Officer delivered to the Administrative Agent at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Company has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Administrative Agent notifies the Company within such five Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees) and (iii) such modification, refinancing, refunding, renewal or extension is incurred by the Person who is the obligor of the Indebtedness being modified, refinanced, refunded, renewed or extended.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established by any Loan Party or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate.

“Pledged Debt” has the meaning specified in the Security Agreement.

“Pledged Equity” has the meaning specified in the Security Agreement.

“Post-Closing Acquisition” has the meaning set forth in the preliminary statements to this Agreement.

“Post-Acquisition Period” means, with respect to any Specified Transaction, the period beginning on the date such Specified Transaction is consummated and ending on the last day of the sixth full consecutive fiscal quarter immediately following the date on which such Specified Transaction is consummated.

“Post-Transaction Period” means, with respect to the Transaction, the period beginning on the Closing Date and ending on the last day of the fourth full consecutive fiscal quarter immediately following the Closing Date.

“Principal L/C Issuer” means any L/C Issuer that has issued Letters of Credit having an aggregate Outstanding Amount in excess of $500,000.

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“Pro Forma Adjustment” means, for any Test Period that includes all or any part of a fiscal quarter included in any Post-Acquisition Period or Post-Transaction Period, with respect to the Acquired EBITDA of the applicable Acquired Entity or Business or of the applicable Converted Restricted Subsidiary or the Consolidated EBITDA of Holdings and its Restricted Subsidiaries, the pro forma increase or decrease in such Acquired EBITDA or such Consolidated EBITDA, as the case may be, projected by Holdings or the Company in good faith as a result of (a) actions that have begun to be taken or are expected to have been begun to be taken prior to or during such Post-Acquisition Period or such Post-Transaction Period, as applicable, for the purposes of realizing reasonably identifiable and factually supportable cost savings or (b) any additional costs incurred prior to or during such Post-Acquisition Period or such Post-Transaction Period, in each case in connection with the combination of the operations of such Acquired Entity or Business or of such Converted Restricted Subsidiary with the operations of the Company and the Restricted Subsidiaries; provided that, so long as such actions have begun to be taken or are expected to have been begun to be taken prior to or during such Post-Acquisition Period or such Post-Transaction Period, as applicable, or such costs are incurred prior to such Post-Acquisition Period or such Post-Transaction Period or during such Post-Acquisition Period or such Post-Acquisition Period,  as applicable, the cost savings related to such actions or such additional costs, as applicable, it may be assumed, for purposes of projecting such pro forma increase or decrease to such Acquired EBITDA or such Consolidated EBITDA, as the case may be, that such cost savings will be realizable during the entirety of such Test Period, or such additional costs, as applicable, will be incurred during the entirety of such Test Period; provided, further, that any such pro forma increase or decrease to such Acquired EBITDA or such Consolidated EBITDA, as the case may be, shall be without duplication for cost savings or additional costs already included in such Acquired EBITDA or such Consolidated EBITDA, as the case may be, for such Test Period; provided, further, that with respect to any action expected to have begun to be taken, the underlying action shall actually have begun to be taken prior to the date on which a Compliance Certificate shall be required to be delivered pursuant to Section 6.02(b) for the fiscal quarter in which the relevant cost saving shall have been included in the Acquired EBITDA or Consolidated EBITDA, as applicable.

“Pro Forma Balance Sheet” has the meaning set forth in Section 5.05(a)(ii).

“Pro Forma Basis”, “Pro Forma Compliance” and “Pro Forma Effect” mean, with respect to compliance with any test or covenant hereunder, that (A) to the extent applicable, the Pro Forma Adjustment shall have been made and (B) all Specified Transactions and the following transactions in connection therewith shall be deemed to have occurred as of the first day of the applicable period of measurement in such test or covenant:  (a) income statement items (whether positive or negative) attributable to the property or Person subject to such Specified Transaction, (i) in the case of a Disposition of all or substantially all Equity Interests in any Subsidiary of the Company or any division, product line, or facility used for operations of the Company or any of its Subsidiaries, shall be excluded, and (ii) in the case of a Permitted Acquisition or Investment described in the definition of  “Specified Transaction”, shall be included, (b) any retirement of Indebtedness, and (c) any Indebtedness incurred or assumed by the Company or any of the Restricted Subsidiaries in connection therewith and if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination;

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provided that, without limiting  the application of the Pro Forma Adjustment pursuant to (A) above, the foregoing pro forma adjustments may be applied to any such test or covenant solely to the extent that such adjustments are consistent with the definition of Consolidated EBITDA and give effect to events (including operating expense reductions) that are (i) (x) directly attributable to such transaction, (y) expected to have a continuing impact on the Company and the Restricted Subsidiaries and (z) factually supportable or (ii) otherwise consistent with the definition of Pro Forma Adjustment.

“Pro Forma Financial Statements” has the meaning set forth in Section 5.05(a)(ii).

“Pro Rata Share” means, with respect to each Lender at any time a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of the Commitment of such Lender under the applicable Facility or Facilities at such time and the denominator of which is the amount of the Aggregate Commitments of all Lenders under the applicable Facility or Facilities at such time; provided that if such Commitment has been terminated, then the Pro Rata Share of each Lender shall be determined based on the Pro Rata Share of such Lender immediately prior to such termination and after giving effect to any subsequent assignments made pursuant to the terms hereof.

“Projections” shall have the meaning set forth in Section 6.01(c).

“Qualified Equity Interests” means any Equity Interests that are not Disqualified Equity Interests.

“Qualifying IPO” means the issuance by Holdings, any direct or indirect parent of Holdings or the Company of its common Equity Interests in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement filed with the SEC in accordance with the Securities Act (whether alone or in connection with a secondary public offering).

“Refinanced Term Loans” has the meaning specified in Section 10.01.

“Register” has the meaning set forth in Section 10.07(d).

“Replacement Term Loans” has the meaning specified in Section 10.01.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA or the regulations issued thereunder, other than events for which the thirty (30) day notice period has been waived.

“Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Term Loans or Revolving Credit Loans, a Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swing Line Loan, a Swing Line Loan Notice.

“Required Lenders” means, as of any date of determination, Lenders having more than 50% of the sum of the (a) Total Outstandings (with the aggregate amount of each

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Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender for purposes of this definition), (b) aggregate unused Term Commitments and (c) aggregate unused Revolving Credit Commitments; provided that the unused Term Commitment and unused Revolving Credit Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

“Responsible Officer” means the chief executive officer, president, executive vice president, vice president, chief financial officer, treasurer or assistant treasurer or other similar officer of a Loan Party and, as to any document delivered on the Closing Date, any secretary or assistant secretary of a Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interest of Holdings, the Company or any Restricted Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such Equity Interest, or on account of any return of capital to Holdings or the Company’s stockholders, partners or members (or the equivalent Persons thereof).

“Restricted Subsidiary” means any Subsidiary of the Company other than an Unrestricted Subsidiary.

“Revolving Commitment Increase” has the meaning set forth in Section 2.14(a).

“Revolving Commitment Increase Lender” has the meaning set forth in Section 2.14(a).

“Revolving Credit Borrowing” means a borrowing consisting of simultaneous Revolving Credit Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Revolving Credit Lenders pursuant to Section 2.01(b).

“Revolving Credit Commitment” means, as to each Revolving Credit Lender, its obligation to (a) make Revolving Credit Loans to the Company pursuant to Section 2.01(b), (b) purchase participations in L/C Obligations in respect of Letters of Credit and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth, and opposite such Lender’s name on Schedule 2.01 under the caption “Revolving Credit Commitment” or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement including if applicable pursuant to Section 2.14. The aggregate Revolving Credit Commitments of all Revolving Credit Lenders shall be $50,000,000 on the Closing Date, as such amount may be adjusted from time to time in accordance with the terms of this Agreement including if applicable pursuant to Section 2.14.

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“Revolving Credit Exposure” means, as to each Revolving Credit Lender, the sum of the outstanding principal amount of such Revolving Credit Lender’s Revolving Credit Loans at such time and its Pro Rata Share of the L/C Obligations and the Swing Line Obligations at such time.

“Revolving Credit Facility” means, at any time, the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Commitments at such time.

“Revolving Credit Lender” means, at any time, any Lender that has a Revolving Credit Commitment at such time.

“Revolving Credit Loan” has the meaning specified in Section 2.01(b).

“Revolving Credit Note” means a promissory note of the Company payable to any Revolving Credit Lender or its registered assigns, in substantially the form of Exhibit C-2 hereto, evidencing the aggregate Indebtedness of the Company to such Revolving Credit Lender resulting from the Revolving Credit Loans made by such Revolving Credit Lender.

“Rollover Amount” has the meaning set forth in Section 7.16(b).

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and any successor thereto.

“Same Day Funds” means immediately available funds.

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“Secured Hedge Agreement” means any Swap Contract permitted under Article 7 that is entered into by and between any Loan Party or any Restricted Subsidiary and any Hedge Bank.

“Secured Parties” means, collectively, the Administrative Agent, the Collateral Agent, the Lenders, the Hedge Banks, the Cash Management Banks, the Supplemental Administrative Agent and each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.01(c).

“Securities Act” means the Securities Act of 1933, as amended.

“Security Agreement” means, collectively, the Security Agreement executed by the Loan Parties, substantially in the form of Exhibit G-1, together with each other security agreement supplement executed and delivered pursuant to Section 6.11.

“Security Agreement Supplement” has the meaning specified in the Security Agreement.

“Senior Subordinated Notes” means $200,000,000 in aggregate principal amount of the Company’s 11.75% senior subordinated notes due 2014.

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“Senior Subordinated Notes Indenture” means the Indenture for the Senior Subordinated Notes, dated as of November 3, 2006.

“Sold Entity or Business” has the meaning set forth in the definition of the term “Consolidated EBITDA”.

“Solvent” and “Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature and (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“SPC” has the meaning specified in Section 10.07(h).

“Specified Transaction” means, with respect to any period, any Investment, Disposition, incurrence or repayment of Indebtedness, Restricted Payment, Subsidiary designation, Incremental Term Loan or Revolving Commitment Increase that by the terms of this Agreement requires “Pro Forma Compliance” with a test or covenant hereunder or requires such test or covenant to be calculated on a “Pro Forma Basis”.

“Sponsors” means The Blackstone Group and its Affiliates, but not including, however, any portfolio companies of any of the foregoing.

“Sponsor Management Agreement” means the Transaction and Monitoring Fee Agreement between the Sponsor and Encore Medical.

“Sponsor Termination Fees” means the one-time payment under the Sponsor Management Agreement of a termination fee to the Sponsor and its Affiliates in the event of either a Change of Control or the completion of a Qualifying IPO.

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Company.

“Subsidiary Guarantor” means, collectively, the Subsidiaries of the Company that are Guarantors.

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“Successor Company” has the meaning specified in Section 7.04(d).

“Supplemental Administrative Agent” has the meaning specified in Section 9.13 and “Supplemental Administrative Agents” shall have the corresponding meaning.

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contract has been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

“Swing Line Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.04.

“Swing Line Facility” means the revolving credit facility made available by the Swing Line Lender pursuant to Section 2.04.

“Swing Line Lender” means Bank of America, in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder.

“Swing Line Loan” has the meaning specified in Section 2.04(a).

“Swing Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to Section 2.04(b), which, if in writing, shall be substantially in the form of Exhibit B.

“Swing Line Obligations” means, as at any date of determination, the aggregate principal amount of all Swing Line Loans outstanding.

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“Swing Line Sublimit” means an amount equal to the lesser of (a) $20,000,000 and (b) the aggregate amount of the Revolving Credit Commitments. The Swing Line Sublimit is part of, and not in addition to, the Revolving Credit Commitments.

“Syndication Agent” means Credit Suisse Securities (USA) LLC, as syndication agent under this Agreement.

“Taxes” has the meaning specified in Section 3.01(a).

“Tender Offer and Consent Solicitation” has the meaning specified in Section 4.01(e)(i).

“Term Borrowing” means a borrowing consisting of simultaneous Term Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Term Lenders pursuant to Section 2.01.

“Term Commitment” means, as to each Term Lender, its obligation to make a Term Loan to the Company pursuant to Section 2.01(a) in an aggregate amount not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01(a) under the caption “Term Commitment” or in the Assignment and Assumption pursuant to which such Term Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The initial aggregate amount of the Term Commitments is $350,000,000.

“Term Lender” means, at any time, any Lender that has a Term Commitment or a Term Loan at such time.

“Term Loan” means a Loan made pursuant to Section 2.01(a).

“Term Note” means a promissory note of the Company payable to any Term Lender or its registered assigns, in substantially the form of Exhibit C-1 hereto, evidencing the aggregate Indebtedness of the Company to such Term Lender resulting from the Term Loans made by such Term Lender.

“Test Period” in effect at any time shall mean the most recent period of four consecutive fiscal quarters of Holdings ended on or prior to such time (taken as one accounting period) in respect of which financial statements for each quarter or fiscal year in such period have been or are required to be delivered pursuant to Section 6.01(a) or (b); provided that the Test Period ended June 30, 2007 shall mean the fiscal quarter of Encore Medical ended September 30, 2006 together with the three fiscal quarters of Holdings ended December 31, 2006, March 31, 2007 and June 30, 2007, respectively.

“Total Assets” means, as of any date of determination of any Person means the total amount of all assets of the Company and its Restricted Subsidiaries determined on a consolidated basis.

“Threshold Amount” means $15,000,000.

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“Total Leverage Ratio” means, with respect to any Test Period, the ratio of (a) Consolidated Total Debt as of the last day of such Test Period to (b) Consolidated EBITDA for such Test Period.

“Total Outstandings” means, at any time, the sum of (i)  the aggregate Outstanding Amount of all Loans at such time and (ii) the aggregate Outstanding Amount of all L/C Obligations at such time.

“Tranche” means a category of Commitments or Credit Extensions thereunder. For purposes hereof, each of the following comprises a separate Tranche:  (a) the unused Revolving Commitments, (b) the outstanding Revolving Credit Loans and L/C Obligations in respect of Letters of Credit and (c) the outstanding Term Loans.

“Transaction” means, collectively, (a) the Equity Contribution, (b) the Merger, (c) the issuance of the New Notes, (d) the consummation of the Tender Offer and Consent Solicitation, (e) the refinancing of the Existing Credit Agreement and the termination of all commitments thereunder, (f) the funding of the Term Loans in an aggregate amount of $340,000,000 and up to $20,000,000 of Revolving Credit Loans on the Closing Date, (g) the consummation of any other transactions in connection with the foregoing, and (h) the payment of the fees and expenses incurred in connection with any of the foregoing (for the avoidance of doubt the term “Transaction” shall not include the Post-Closing Acquisition, the financing thereof or the payment of fees and expenses in connection therewith).

“Transaction Expenses” means any fees or expenses incurred or paid by Grand Slam Holdings, LLC, Encore Medical, Holdings (or any direct or indirect parents thereof), the Company or any Restricted Subsidiary in connection with the Transaction, this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby (but not to include any fees and expenses related to the Post-Closing Acquisition).

“Type” means, with respect to a Loan, its character as a Base Rate Loan or a Eurodollar Rate Loan.

“Unaudited Financial Statements” has the meaning set forth in Section 4.01(g).

“Uniform Commercial Code” means the Uniform Commercial Code as the same may from time to time be in effect in the State of New York or the Uniform Commercial Code (or similar code or statute) of another jurisdiction, to the extent it may be required to apply to any item or items of Collateral.

“United States” and “U.S.” mean the United States of America.

“U.S. Lender” has the meaning set forth in Section 10.15(b).

“Unreimbursed Amount” has the meaning set forth in Section 2.03(c)(i).

“Unrestricted Subsidiary” means (i) each Subsidiary of the Company listed on Schedule 1.01A and (ii) any Subsidiary of the Company designated by the board of directors of Holdings as an Unrestricted Subsidiary pursuant to Section 6.14 subsequent to the date hereof.

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“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:  (i) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (ii) the then outstanding principal amount of such Indebtedness.

“wholly owned” means, with respect to a Subsidiary of a Person, a Subsidiary of such Person all of the outstanding Equity Interests of which (other than (x) director’s qualifying shares and (y) shares issued to foreign nationals to the extent required by applicable Law) are owned by such Person and/or by one or more wholly owned Subsidiaries of such Person.

SECTION 1.02  Other Interpretive Provisions.  With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a)           The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

(b)           (i)  The words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof.

(ii)           Article, Section, Exhibit and Schedule references are to the Loan Document in which such reference appears.

(iii)          The term “including” is by way of example and not limitation.

(iv)          The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form.

(c)           In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

(d)           Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

SECTION 1.03  Accounting Terms.  (a)  All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein.

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(b)           Notwithstanding anything to the contrary herein, for purposes of determining compliance with any test or covenant contained in this Agreement with respect to any period during which any Specified Transaction occurs, the Total Leverage Ratio and Interest Coverage Ratio shall be calculated with respect to such period and such Specified Transaction on a Pro Forma Basis.

SECTION 1.04  Rounding.  Any financial ratios required to be maintained by the Company pursuant to this Agreement (or required to be satisfied in order for a specific action to be permitted under this Agreement) shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

SECTION 1.05  References to Agreements, Laws, Etc.  Unless otherwise expressly provided herein, (a) references to Organization Documents, agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements, replacements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements, replacements and other modifications are permitted by any Loan Document; and (b) references to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law.

SECTION 1.06  Times of Day.  Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

SECTION 1.07  Timing of Payment of Performance.  When the payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment (other than as described in the definition of Interest Period) or performance shall extend to the immediately succeeding Business Day.

SECTION 1.08  Currency Equivalents Generally.  For purposes of determining compliance with Sections 7.01, 7.02 and 7.03 with respect to any amount of obligations, Liens, Indebtedness or Investment in a currency other than Dollars, no Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such obligations, Liens, Indebtedness or Investment is incurred; provided that, for the avoidance of doubt, the foregoing provisions of this Section 1.08 shall otherwise apply to such Sections, including with respect to determining whether any obligations, Liens Indebtedness or Investment may be incurred at any time under such Sections. For purposes of determining compliance under Sections 7.02, 7.05, 7.06 and 7.11, any amount in a currency other than Dollars will be converted to Dollars based on the average Exchange Rate for such currency for the most recent twelve-month period immediately prior to the date of determination determined in a manner consistent with that used in calculating Consolidated EBITDA for the applicable period; provided, however, that the foregoing shall not be deemed to apply to the determination of any amount of Indebtedness.

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ARTICLE II

The Commitments and Credit Extensions

SECTION 2.01  The Loans.  (a)  The Term Borrowings. Subject to the terms and conditions set forth herein, each Term Lender severally agrees to make to the Company a single loan in an amount equal to such Term Lender’s Term Commitment on the Closing Date. Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.

(b)           The Revolving Credit Borrowings. Subject to the terms and conditions set forth herein each Revolving Credit Lender severally agrees to make loans to the Company (each such loan, a “Revolving Credit Loan”) from time to time, on any Business Day until the Maturity Date with respect to the Revolving Credit Facility, in an aggregate principal amount not to exceed at any time outstanding the amount of such Lender’s Revolving Credit Commitment; provided that after giving effect to any Revolving Credit Borrowing, (i) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment and (ii) the aggregate principal amount of Revolving Credit Loans made on the Closing Date shall not exceed $20,000,000. Within the limits of each Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Company may borrow under this Section 2.01(b), prepay under Section 2.05, and reborrow under this Section 2.01(b). Revolving Credit Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.

SECTION 2.02  Borrowings, Conversions and Continuations of Loans.  (a)  Each Term Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the Company’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three (3) Business Days prior to the requested date of any Borrowing of, or continuation of, Eurodollar Rate Loans or any conversion of Base Rate Loans to Eurodollar Rate Loans, and (ii) one (1) Business Day before the requested Borrowing Date of Base Rate Loans or conversion of any Eurodollar Loan to Base Rate Loans. Each telephonic notice by the Company pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Loan Notice, appropriately completed and signed by a Responsible Officer of the Company. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Loan Notice (whether telephonic or written) shall specify (i) whether the Company is requesting a Term Borrowing, a Revolving Credit Borrowing, a conversion of Term Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to

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which existing Term Loans or Revolving Credit Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Company fails to specify a Type of Loan in a Loan Notice or fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Company requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month.

(b)           Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share of the applicable Class of Loans, and if no timely notice of a conversion or continuation is provided by the Company, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation described in Section 2.02(a). In the case of each Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Company in like funds as received by the Administrative Agent either by (i) crediting the account of the Company on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Company; provided that if, on the date the Loan Notice with respect to such Borrowing is given by the Company, there are L/C Borrowings outstanding, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such L/C Borrowings, and second, to the Company as provided above.

(c)           Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan unless the Company pays the amount due, if any, under Section 3.05 in connection therewith. During the existence of an Event of Default, the Required Lenders may require that no Loans be converted to or continued as Eurodollar Rate Loans.

(d)           The Administrative Agent shall promptly notify the Company and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate. The determination of the Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Company and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change. All computations of interest hereunder shall be made in accordance with Section 2.08 and Section 2.10 hereunder

(e)           After giving effect to all Term Borrowings, all Revolving Credit Borrowings, all conversions of Term Loans or Revolving Credit Loans from one Type to the other, and all continuations of Term Loans or Revolving Credit Loans as the same Type, there shall not be more than ten (10) Interest Periods in effect.

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(f)            The failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing.

SECTION 2.03  Letters of Credit.  (a)  The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars for the account of the Company (provided, that a Letter of Credit may be issued hereunder at the request of the Company for the account of any Subsidiary of the Company and such Letter of Credit shall be deemed for all purposes hereunder to be for the account of the Company) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (y) the Revolving Credit Exposure of any Lender would exceed such Lender’s Revolving Credit Commitment or (z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Company’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

(ii)           An L/C Issuer shall be under no obligation to issue any Letter of Credit if:

(A)          any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which the L/C Issuer is not otherwise compensated hereunder);

(B)           subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the Required Lenders have approved such expiry date;

(C)           the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless the relevant L/C Issuer has approved such expiry date, but so long as the Revolving Credit Lenders are no longer

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obligated to reimburse the relevant L/C Issuer beyond such date unless all Revolving Lenders have approved such expiry date;

(D)          the issuance of such Letter of Credit would violate any Laws binding upon the L/C Issuer; or

(E)           such Letter of Credit is in an initial amount less than $100,000.

(iii)          An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

(iv)          Each L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and any Letter of Credit Application (and any other document, agreement or instrument entered into by such L/C Issuer and the Company or in favor of such L/C Issuer) pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included such L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to each L/C Issuer.

(b)           Procedures for Issuance and Amendment of Letters of Credit; Auto-Renewal Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company delivered to an L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Company. Such Letter of Credit Application must be received by the relevant L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two (2) Business Days prior to the proposed issuance date or date of amendment, as the case may be; or, in each case, such later date and time as relevant L/C Issuer may agree in a particular instance in its sole discretion. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the relevant L/C Issuer:  (a) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (b) the amount thereof; (c) the expiry date thereof; (d) the name and address of the beneficiary thereof; (e) the documents to be presented by such beneficiary in case of any drawing thereunder; (f) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (g) such other matters as the relevant L/C Issuer may reasonably request. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the relevant L/C Issuer (1) the Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the proposed amendment; and (4) such other matters as the relevant L/C Issuer may reasonably request.

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(ii)           Promptly after receipt of any Letter of Credit Application, the relevant L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Company and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Upon receipt by the relevant L/C Issuer of confirmation from the Administrative Agent that the requested issuance or amendment is permitted in accordance with the terms hereof, then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Company or enter into the applicable amendment, as the case may be. Immediately upon the issuance of each Letter of Credit, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Letter of Credit.

(iii)          If the Company so requests in any applicable Letter of Credit Application, the relevant L/C Issuer shall agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal Letter of Credit”); provided that any such Auto-Renewal Letter of Credit must permit the relevant L/C Issuer to prevent any such renewal at least once in each twelve month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Nonrenewal Notice Date”) in each such twelve month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the relevant L/C Issuer, the Company shall not be required to make a specific request to the relevant L/C Issuer for any such renewal. Once an Auto-Renewal Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the relevant L/C Issuer to permit the renewal of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided that the relevant L/C Issuer shall not permit any such renewal if (A) the relevant L/C Issuer has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Section 2.03(a)(ii) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five (5) Business Days before the Nonrenewal Notice Date from the Administrative Agent, any Revolving Credit Lender or the Company that one or more of the applicable conditions specified in Section 4.02 is not then satisfied.

(iv)          Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the L/C Issuer will also deliver to the Company and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

(c)           Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly the Company and the Administrative Agent thereof. Not later than 11:00 a.m. on the Business Day immediately following any payment by an L/C Issuer under a Letter of Credit (each such date, an “Honor Date”), the Company shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing; provided that if such reimbursement is not made on the

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respective date of payment by the L/C Issuer, the Company shall pay interest on such amount at a rate per annum equal to the Applicable Rate then in effect in respect of Base Rate Loans from the date of such payment until such Business Day. If the Company fails to so reimburse such L/C Issuer by such time, unless the Company shall have notified the Administrative Agent and the relevant L/C Issuer prior to 11:00 a.m. on the Honor Date that the Company intends to reimburse the L/C Issuer for the amount of the unreimbursed drawing (the “Unreimbursed Amount”) with funds other than proceeds of Revolving Credit Loans, the Administrative Agent shall promptly notify each Appropriate Lender of the Honor Date, the Unreimbursed Amount, and the amount of such Appropriate Lender’s Pro Rata Share thereof. In such event, the Company shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans but subject to the amount of the unutilized portion of the Revolving Credit Commitments of the Appropriate Lenders and the conditions set forth in Section 4.02 (other than the delivery of a Loan Notice). Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

(ii)           Each Appropriate Lender (including any Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available to the Administrative Agent for the account of the relevant L/C Issuer at the Administrative Agent’s Office for payments in an amount equal to its Pro Rata Share of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Appropriate Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Company in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuer.

(iii)          With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Company shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Appropriate Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.

(iv)          Until each Appropriate Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share of such amount shall be solely for the account of the relevant L/C Issuer.

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(v)           Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the relevant L/C Issuer, the Company or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Company of a Loan Notice ). No making of an L/C Advance shall relieve or otherwise impair the obligation of the Company to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein.

(vi)          If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), such L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by such L/C Issuer in accordance with banking industry rules on interbank compensation. A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(vi) shall be conclusive absent manifest error.

(d)           Repayment of Participations. (i) If, at any time after an L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Credit Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), the Administrative Agent receives for the account of such L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Company or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Pro Rata Share thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in the same funds as those received by the Administrative Agent.

(ii)           If any payment received by the Administrative Agent for the account of an L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by such L/C Issuer in its discretion), each Appropriate Lender shall pay to the Administrative Agent for the account of such L/C Issuer its Pro Rata Share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect.

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(e)           Obligations Absolute. The obligation of the Company to reimburse the relevant L/C Issuer for each drawing under each Letter of Credit issued by it and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

(i)            any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other agreement or instrument relating thereto;

(ii)           the existence of any claim, counterclaim, setoff, defense or other right that any Loan Party may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the relevant L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(iii)          any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

(iv)          any payment by the relevant L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the relevant L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law;

(v)           any exchange, release or nonperfection of any Collateral, or any release or amendment or waiver of or consent to departure from the Guaranty or any other guarantee, for all or any of the Obligations of any Loan Party in respect of such Letter of Credit; or

(vi)          any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Loan Party;

provided that the foregoing shall not excuse any L/C Issuer from liability to the Company to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are waived by the Company to the extent permitted by applicable Law) suffered by the Company that are caused by such L/C Issuer’s gross negligence or willful misconduct when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof.

(f)            Role of L/C Issuers. Each Lender and the Company agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required

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by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuers, any Agent-Related Person nor any of the respective correspondents, participants or assignees of any L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Company hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Company’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuers, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (vi) of Section 2.03(e); provided that anything in such clauses to the contrary notwithstanding, the Company may have a claim against an L/C Issuer, and such L/C Issuer may be liable to the Company, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Company which the Company proves were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, each L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no L/C Issuer shall be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

(g)           Cash Collateral. (i) If an L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing and the conditions set forth in Section 4.02 to a Revolving Credit Borrowing cannot then be met, (ii) if, as of the Letter of Credit Expiration Date, any Letter of Credit may for any reason remain outstanding and partially or wholly undrawn, (iii) if any Event of Default occurs and is continuing and the Administrative Agent or the Required Lenders, as applicable, require the Company to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c) or (iv) an Event of Default set forth under Section 8.01(f) occurs and is continuing, then the Company shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount equal to such Outstanding Amount determined as of the date of such L/C Borrowing or the Letter of Credit Expiration Date, as the case may be), and shall do so not later than 2:00 P.M., New York City time, on (x) in the case of the immediately preceding clauses (i) through (iii), (1) the Business Day that the Company receives notice thereof, if such notice is received on such day prior to 12:00 Noon, New York City time, or (2) if clause (1) above does not apply, the Business Day immediately following the day that the Company receives such notice and (y) in the case of the immediately preceding clause (iv), the Business Day on which an Event of Default set forth under Section 8.01(f) occurs or, if such day is not a Business Day, the Business Day immediately succeeding such day. For purposes hereof, “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the relevant L/C Issuer and the

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Lenders, as collateral for the L/C Obligations, cash or deposit account balances (“Cash Collateral”) pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Company hereby grants to the Administrative Agent, for the benefit of the L/C Issuers and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked accounts at Bank of America and may be invested in readily available Cash Equivalents. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Company will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts at Bank of America as aforesaid, an amount equal to the excess of (a) such aggregate Outstanding Amount over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the then Outstanding Amount of such L/C Obligations and so long as no Event of Default has occurred and is continuing, the excess shall be refunded to the Company.

(h)           Letter of Credit Fees. The Company shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata Share a Letter of Credit fee for each Letter of Credit issued pursuant to this Agreement equal to the Applicable Rate times the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit). Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees shall be due and payable on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in the Applicable Rate during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

(i)            Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer. The Company shall pay directly to each L/C Issuer for its own account a fronting fee with respect to each Letter of Credit issued by it equal to 0.125% per annum (or such other amount as is agreed in a separate writing between the relevant L/C Issuer and the Company) of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit). Such fronting fees shall be computed on a quarterly basis in arrears. Such fronting fees shall be due and payable on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. In addition, the Company shall pay directly to each

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L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable within ten (10) Business Days of demand and are nonrefundable.

(j)            Conflict with Letter of Credit Application. Notwithstanding anything else to the contrary in this Agreement, in the event of any conflict between the terms hereof and the terms of any Letter of Credit Application, the terms hereof shall control.

(k)           Reporting. Each L/C Issuer will report in writing to the Administrative Agent (i) on the first Business Day of each calendar month, the aggregate face amount of Letters of Credit issued by it and outstanding as of the last Business Day of the preceding calendar month, (ii) on or prior to each Business Day on which such L/C Issuer expects to issue, amend, renew or extend any Letter of Credit, the date of such issuance or amendment, and the aggregate face amount of Letters of Credit to be issued, amended, renewed or extended by it and outstanding after giving effect to such issuance, amendment, renewal or extension (and such L/C Issuer shall advise the Administrative Agent on such Business Day whether such issuance, amendment, renewal or extension occurred and whether the amount thereof changed), (iii) on each Business Day on which such L/C Issuer makes any L/C Disbursement, the date and amount of such L/C Disbursement and (iv) on any Business Day on which the Borrower fails to reimburse an L/C Disbursement required to be reimbursed to such L/C Issuer on such day, the date and amount of such failure

(l)            Addition of an L/C Issuer. A Revolving Credit Lender or an Affiliate thereof may become an additional L/C Issuer hereunder pursuant to a written agreement among the Company, the Administrative Agent and such Revolving Credit Lender. The Administrative Agent shall notify the Revolving Credit Lenders of any such additional L/C Issuer.

(m)          Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

SECTION 2.04  Swing Line Loans.  (a)  The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees to make loans (each such loan, a “Swing Line Loan”) to the Company from time to time on any Business Day (other than the Closing Date) until the Maturity Date in respect of the Revolving Credit Facility in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Credit Commitment; provided that, after giving effect to any Swing Line Loan, the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of

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all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment then in effect; provided, further, that the Company shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Swing Line Loan.

(b)           Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Company’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Company. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Company.

(c)           Refinancing of Swing Line Loans. (i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Company (which hereby irrevocably authorizes the Swing Line Lender to so request on its behalf), that each Revolving Credit Lender make a Base Rate Loan in an amount equal to such Lender’s Pro Rata Share of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the aggregate Revolving Credit Commitments and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Company with a copy of the applicable Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Pro Rata Share of the amount specified in such Loan Notice available to the Administrative Agent in Same Day Funds for the account of the Swing Line Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Revolving Credit Lender that

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so makes funds available shall be deemed to have made a Base Rate Loan to the Company in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

(ii)           If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Borrowing in accordance with Section 2.04(c)(i), the request for Base Rate Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such participation.

(iii)          If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i), the Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Swing Line Lender in accordance with banking industry rules on interbank compensation. A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.

(iv)          Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the Company or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Company to repay Swing Line Loans, together with interest as provided herein.

(d)           Repayment of Participations. (i) At any time after any Revolving Credit Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Lender its Pro Rata Share of such payment (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s risk participation was funded) in the same funds as those received by the Swing Line Lender.

(ii)           If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by the Swing Line Lender under any of the circumstances described in Section 10.06 (including pursuant to any

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settlement entered into by the Swing Line Lender in its discretion), each Revolving Credit Lender shall pay to the Swing Line Lender its Pro Rata Share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the Federal Funds Rate. The Administrative Agent will make such demand upon the request of the Swing Line Lender.

(e)           Interest for Account of Swing Line Lender. The Swing Line Lender shall be responsible for invoicing the Company for interest on the Swing Line Loans. Until each Revolving Credit Lender funds its Base Rate Loan or risk participation pursuant to this Section 2.04 to refinance such Lender’s Pro Rata Share of any Swing Line Loan, interest in respect of such Pro Rata Share shall be solely for the account of the Swing Line Lender.

(f)            Payments Directly to Swing Line Lender. The Company shall make all payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender.

SECTION 2.05  Prepayments.  (a)  Optional. (i) The Company may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) one (1) Business Day prior to any date of prepayment of Base Rate Loans; (2) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by a Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the Loans pursuant to this Section 2.05(a) shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares.

(ii)           The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

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(iii)          Notwithstanding anything to the contrary contained in this Agreement, the Company may rescind any notice of prepayment under Section 2.05(a)(i)or 2.05(a)(ii) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

(b)           Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Company shall cause to be offered to be prepaid in accordance with clause (ix) below, an aggregate principal amount of Term Loans in an amount equal to (A) 50% of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i) all voluntary prepayments of Term Loans during such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that the percentage of Excess Cash Flow specified in clause (A) shall be reduced in respect of a fiscal year to an amount equal to 25% of Excess Cash Flow, if any, if the Total Leverage Ratio as of the last day of such fiscal year covered by such financial statements was less than 5.50 and greater than or equal to 4.25:1; provided, further, that no payment of any Loans shall be required under this Section 2.05(b)(i) in respect of a fiscal year if the Total Leverage Ratio as of the last day of such fiscal year covered by such financial statements was less than 4.25:1.

(ii)           (A)  If (x) Holdings, the Company or any of Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), or (i)) or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by Holdings, the Company or such Restricted Subsidiary of Net Cash Proceeds, the Company shall cause to be offered to be prepaid in accordance with clause (ix) below on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Company shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing);

(B)           With respect to any Net Cash Proceeds realized or received with respect to any Disposition (other than any Disposition specifically excluded from the application of Section 2.05(b)(ii)(A)) or any Casualty Event, at the option of the Company the Company may reinvest all or any portion of such Net Cash Proceeds in its business within (x) fifteen (15) months following receipt of such Net Cash Proceeds or (y) if the Company enters into a legally binding commitment to reinvest such Net Cash Proceeds within fifteen (15) months following receipt thereof, within the later of (1) one hundred and eighty (180)

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days of the date of such legally binding commitment and (2) fifteen (15) months following receipt of such Net Cash Proceeds; provided that (i) so long as an Event of Default shall have occurred and be continuing, the Company (x) shall not be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that the Company entered into at a time when no Event of Default is continuing) and (y) shall not be required to apply such Net Cash Proceeds which have been previously applied to prepay Revolving Loans to the prepayment of Term Loans until such time as the relevant investment period has expired and no Event of Default is continuing and (ii) if any Net Cash Proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to any such Net Cash Proceeds shall be offered to be applied in accordance with clause (ix) below within five (5) Business Days after the Company reasonably determines that such Net Cash Proceeds are no longer intended to be or cannot be so reinvested to the prepayment of the Term Loans as set forth in this Section 2.05.

(iii)          If Holdings, the Company or any Restricted Subsidiary incurs or issues any Indebtedness not expressly permitted to be incurred or issued pursuant to Section 7.03, the Company shall cause to be offered to be prepaid in accordance with clause (ix) below an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt of such Net Cash Proceeds.

(iv)          If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect, the Company shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(iv) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect.

(v)           If the Post-Closing Acquisition is not completed by November 30, 2006, the Company shall prepay or cause to be prepaid Term Loans in an aggregate principal amount of $10,000,000 plus the accrued interest on such amount on or prior to December 15, 2006.

(vi)          (A) Each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied in direct order of maturity to repayments thereof required pursuant to Section 2.07(a); and (B) each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares, subject to clause (vii) of this Section 2.05(b).

(vii)         The Company shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (i) through (v) of this Section 2.05(b) at least three (3) Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The

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Administrative Agent will promptly notify each Appropriate Lender of the contents of the Company’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment.

(viii)        Funding Losses, Etc. All prepayments under this Section 2.05 shall be made together with, in the case of any such prepayment of a Eurodollar Rate Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such Eurodollar Rate Loan pursuant to Section 3.05. Notwithstanding any of the other provisions of Section 2.05(b), so long as no Event of Default shall have occurred and be continuing, if any prepayment of Eurodollar Rate Loans is required to be made under this Section 2.05(b), other than on the last day of the Interest Period therefor, in lieu of making any payment pursuant to this Section 2.05(b) in respect of any such Eurodollar Rate Loan, the Company may, in its sole discretion, deposit the amount of any such prepayment otherwise required to be made thereunder into a Cash Collateral Account until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from the Company or any other Loan Party) to apply such amount to the prepayment of such Loans in accordance with this Section 2.05(b). Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be authorized (without any further action by or notice to or from the Company or any other Loan Party) to apply such amount to the prepayment of the outstanding Loans in accordance with this Section 2.05(b).

(ix)           Term Opt-out of Prepayment. With respect to each prepayment of Term Loans required pursuant to Section 2.05(b), (A) the Company will, not later than the date specified in Sections 2.05(b)(i), (ii), or (iii) for offering to make such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent provide notice of such prepayment to each Lender of Term Loans, (B) the Administrative Agent shall provide notice of such prepayment to each Lender of Term Loans, (C) each Lender of Term Loans will have the right to refuse any such prepayment by giving written notice of such refusal to the Administrative Agent within five Business Days after such Lender’s receipt of notice from the Administrative Agent of such offer of prepayment (and the Company shall not prepay any such Term Loans until the date that is specified in clause (D) below), and (D) the Company will make all such prepayments not so refused upon the sixth Business Day after the Administrative Agent has provided such notice of prepayment and (E) any prepayment refused by Lenders of Term Loans may be retained by the Company.

SECTION 2.06  Termination or Reduction of Commitments.  Optional. (a)  The Company may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class; provided that (i) any such notice shall be received by the Administrative Agent one (1) Business Day prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 or any whole multiple of $500,000 in excess thereof and (iii) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, such sublimit shall be automatically reduced by the amount of such excess. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line

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Sublimit unless otherwise specified by the Company. Notwithstanding the foregoing, the Company may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or otherwise shall be delayed.

(b)           Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to zero upon the making of such Term Lender’s Term Loans pursuant to Section 2.01(a).

(c)           Application of Commitment Reductions; Payment of Fees. The Administrative Agent will promptly notify the Lenders of any termination or reduction of unused portions of the Letter of Credit Sublimit, the Swing Line Sublimit or the unused Commitments of any Class under this Section 2.06. Upon any reduction of unused Commitments of any Class, the Commitment of each Lender of such Class shall be reduced by such Lender’s Pro Rata Share of the amount by which such Commitments are reduced (other than the termination of the Commitment of any Lender as provided in Section 3.07). All commitment fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

SECTION 2.07  Repayment of Loans.  (a)  Term Loans. The Company shall repay to the Administrative Agent for the ratable account of the Term Lenders (i) on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, an aggregate amount equal to 0.25% of the aggregate principal amount of all Term Loans outstanding on the Closing Date (which payments shall be reduced as a result of, and after giving effect to, the application of prepayments in accordance with the order of priority set forth in Section 2.05) and (ii) on the Maturity Date for the Term Loans, the aggregate principal amount of all Term Loans outstanding on such date.

(b)           Revolving Credit Loans. The Company shall repay to the Administrative Agent for the ratable account of the Appropriate Lenders on the Maturity Date for the Revolving Credit Facility the aggregate principal amount of all of its Revolving Credit Loans outstanding on such date.

(c)           Swing Line Loans. The Company shall repay its Swing Line Loans on the earlier to occur of (i) the date five (5) Business Days after such Loan is made and (ii) the Maturity Date for the Revolving Credit Facility.

SECTION 2.08  Interest.  (a)  Subject to the provisions of Section 2.08(b), (i) each Eurodollar Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurodollar Rate for such Interest Period plus the Applicable Rate; (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate and (iii) each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate for Revolving Credit Loans.

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(b)           The Company shall pay interest on past due amounts hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws. Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

(c)           Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

(d)           All computations of interest hereunder shall be made in accordance with Section 2.10.

SECTION 2.09  Fees.  In addition to certain fees described in Sections 2.03(h) and (i):

(a)           Commitment Fee. The Company shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata Share, a commitment fee equal to the Applicable Rate with respect to commitment fees times the actual daily amount by which the aggregate Revolving Credit Commitment exceeds the sum of (A) Outstanding Amount of Revolving Credit Loans and (B) the Outstanding Amount of L/C Obligations; provided that any commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Company so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Company prior to such time; and provided, further, that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee shall accrue at all times from the date hereof until the Maturity Date for the Revolving Credit Facility, including at any time during which one or more of the conditions in Article 4 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Maturity Date for the Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

(b)           Other Fees. The Company shall pay to the Agents such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever (except as expressly agreed between the Company and the applicable Agent).

SECTION 2.10  Computation of Interest and Fees.  All computations of interest for Base Rate Loans when the Base Rate is determined by Bank of America’s “prime rate” shall be made on the basis of a year of three hundred and sixty-five (365) days and actual days elapsed. All other computations of fees and interest shall be made on the basis of a three

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hundred and sixty (360) day year and actual days elapsed. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one (1) day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

SECTION 2.11  Evidence of Indebtedness.  (a)  The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and evidenced by one or more entries in the Register maintained by the Administrative Agent, acting solely for purposes of Treasury Regulation Section 5f.103-1(c), as agent for the Company, in each case in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be prima facie evidence absent manifest error of the amount of the Credit Extensions made by the Lenders to the Company and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Company hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Company shall execute and deliver to such Lender (through the Administrative Agent) a Note payable to such Lender, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

(b)           In addition to the accounts and records referred to in Section 2.11(a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records and, in the case of the Administrative Agent, entries in the Register, evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.

(c)           Entries made in good faith by the Administrative Agent in the Register pursuant to Sections 2.11(a) and (b), and by each Lender in its account or accounts pursuant to Sections 2.11(a) and (b), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Company to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Loan Documents, absent manifest error; provided that the failure of the Administrative Agent or such Lender to make an entry, or any finding that an entry is incorrect, in the Register or such account or accounts shall not limit or otherwise affect the obligations of the Company under this Agreement and the other Loan Documents.

SECTION 2.12  Payments Generally.  (a)  All payments to be made by the Company shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the

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Company hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in Dollars and in Same Day Funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.

(b)           If any payment to be made by the Company shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be; provided that, if such extension would cause payment of interest on or principal of Eurodollar Rate Loans to be made in the next succeeding calendar month, such payment shall be made on the immediately preceding Business Day.

(c)           Unless the Company or any Lender has notified the Administrative Agent, prior to the date any payment is required to be made by it to the Administrative Agent hereunder, that the Company or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the Company or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in Same Day Funds, then:

(i)            if the Company failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in Same Day Funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in Same Day Funds at the Federal Funds Rate from time to time in effect; and

(ii)           if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in Same Day Funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Company to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the Federal Funds Rate from time to time in effect. When such Lender makes payment to the Administrative Agent (together with all accrued interest thereon), then such payment amount (excluding the amount of any interest which may have accrued and been paid in respect of such late payment) shall constitute such Lender’s Loan included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent may make a demand therefor upon the Company, and the Company shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to the applicable Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its

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Commitment or to prejudice any rights which the Administrative Agent or the Company may have against any Lender as a result of any default by such Lender hereunder.

A notice of the Administrative Agent to any Lender or the Company with respect to any amount owing under this Section 2.12(c) shall be conclusive, absent manifest error.

(d)           If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article 2, and such funds are not made available to the Company by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article 4 are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

(e)           The obligations of the Lenders hereunder to make Loans and to fund participations in Letters of Credit and Swing Line Loans are several and not joint. The failure of any Lender to make any Loan or to fund any such participation on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan or purchase its participation.

(f)            Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

(g)           Whenever any payment received by the Administrative Agent under this Agreement or any of the other Loan Documents is insufficient to pay in full all amounts due and payable to the Administrative Agent and the Lenders under or in respect of this Agreement and the other Loan Documents on any date, such payment shall be distributed by the Administrative Agent and applied by the Administrative Agent and the Lenders in the order of priority set forth in Section 8.04. If the Administrative Agent receives funds for application to the Obligations of the Loan Parties under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify the manner in which such funds are to be applied, the Administrative Agent may, but shall not be obligated to, elect to distribute such funds to each of the Lenders in accordance with such Lender’s Pro Rata Share of the sum of (a) the Outstanding Amount of all Loans outstanding at such time and (b) the Outstanding Amount of all L/C Obligations outstanding at such time, in repayment or prepayment of such of the outstanding Loans or other Obligations then owing to such Lender.

SECTION 2.13  Sharing of Payments.  If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it, or the participations in L/C Obligations and Swing Line Loans held by it, any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them and/or such subparticipations in the participations in L/C Obligations or Swing Line Loans held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such

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participations, as the case may be, pro rata with each of them; provided that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. The Company agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Law, exercise all its rights of payment (including the right of setoff, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of the Company in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.13 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.13 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

SECTION 2.14  Incremental Credit Extensions.  (a)  The Company may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more additional tranches of term loans (the “Incremental Term Loans”) or (b) one or more increases in the amount of the Revolving Credit Commitments (each such increase, a “Revolving Commitment Increase”); provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Default or Event of Default shall exist and (ii) the Company shall be in compliance with each of the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the date of such Incremental Term Loan or Revolving Commitment Increase and the last day of the most recent Test Period, in each case, as if such Incremental Term Loans or Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Company for testing compliance therewith. Each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $20,000,000 (provided that such amount may be less than $20,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans and the Revolving Commitment Increases shall not exceed $150,000,000. Each tranche of Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date with respect to the Term Loans, (c) shall have a Weighted Average Life to Maturity of no less than the Weighted Average Life to Maturity then in effect for the Term Loans and (d) except as set forth above, shall be treated substantially the same as the Term Loans (in each case, including with respect to mandatory and voluntary prepayments); provided that (i) the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans

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to the extent such differences are reasonably acceptable to the Arrangers and (ii) the interest rates and amortization schedule applicable to the Incremental Term Loans shall be determined by the Company and the lenders thereof. Each notice from the Company pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (and each existing Term Lender will have the right, but not an obligation, to make a portion of any Incremental Term Loan, and each existing Revolving Credit Lender will have the right, but no obligation, to provide a portion of any Revolving Commitment Increase, in each case on terms permitted in this Section 2.14 and otherwise on terms reasonably acceptable to the Administrative Agent) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”); provided that the Administrative Agent and each Principal L/C Issuer (in the case of a Revolving Commitment Increase) shall have consented (not to be unreasonably withheld) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases if such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Company, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Company, to effect the provisions of this Section. The effectiveness of (and, in the case of any Incremental Amendment for an Incremental Term Loan, the borrowing under) any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.02 (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. The Company will use the proceeds of the Incremental Term Loans and Revolving Commitment Increases for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each a “Revolving Commitment Increase Lender”) in respect of such increase, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the

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aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

(b)           This Section 2.14 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

ARTICLE III

Taxes, Increased Costs Protection and Illegality

SECTION 3.01  Taxes.  (a)  Except as provided in this Section 3.01, any and all payments by the Company (the term Company under Article 3 being deemed to include any Subsidiary for whose account a Letter of Credit is issued) to or for the account of any Agent or any Lender under any Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and all liabilities (including additions to tax, penalties and interest) with respect thereto, excluding, in the case of each Agent and each Lender, taxes imposed on or measured by its net income or overall gross income (including branch profits), and franchise (and similar) taxes imposed on it in lieu of net income taxes, by the jurisdiction (or any political subdivision thereof) under the Laws of which such Agent or such Lender, as the case may be, is organized or maintains a Lending Office, and all liabilities (including additions to tax, penalties and interest) with respect thereto (all such non-excluded taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as “Taxes”). If the Company shall be required by any Laws to deduct any Taxes or Other Taxes from or in respect of any sum payable under any Loan Document to any Agent or any Lender, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.01), each of such Agent and such Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Company shall make such deductions, (iii) the Company shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable Laws, and (iv) within thirty (30) days after the date of such payment (or, if receipts or evidence are not available within thirty (30) days, as soon as possible thereafter), the Company shall furnish to such Agent or Lender (as the case may be) the original or a certified copy of a receipt evidencing payment thereof to the extent such a receipt is issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agent. If the Company fails to pay any Taxes or Other Taxes when due to the appropriate taxing authority or fails to remit to any Agent or any Lender the required receipts or other required documentary evidence, the Company shall indemnify such Agent and such Lender

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for any incremental taxes, interest or penalties that may become payable by such Agent or such Lender arising out of such failure.

(b)           In addition, the Company agrees to pay any and all present or future stamp, court or documentary taxes and any other excise, property, intangible or mortgage recording taxes or charges or similar levies which arise from any payment made under any Loan Document or from the execution, delivery, performance, enforcement or registration of, or otherwise with respect to, any Loan Document (hereinafter referred to as “Other Taxes”).

(c)           The Company agrees to indemnify each Agent and each Lender for (i) the full amount of Taxes and Other Taxes (including any Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable under this Section 3.01) paid by such Agent and such Lender and (ii) any liability (including additions to tax, penalties, interest and expenses) arising therefrom or with respect thereto, in each case whether or not such Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided such Agent or Lender, as the case may be, provides the Company with a written statement thereof setting forth in reasonable detail the basis and calculation of such amounts. Payment under this Section 3.01(c) shall be made within thirty (30) days after the date such Lender or such Agent makes a demand therefor.

(d)           The Company shall not be required pursuant to this Section 3.01 to pay any additional amount to, or to indemnify, any Lender or Agent, as the case may be, to the extent that such Lender or such Agent becomes subject to United States withholding taxes subsequent to the Closing Date (or, if later, the date such Lender or Agent becomes a party to this Agreement) as a result of a change in the place of organization of such Lender or Agent or a change in the Lending Office of such Lender, except to the extent that any such change is requested or required in writing by the Company (and provided that nothing in this clause (d) shall be construed as relieving the Company from any obligation to make such payments or indemnification with respect to United States withholding taxes in the event of a change in Lending Office or place of organization that precedes a change in Law to the extent such withholding taxes result from a change in Law).

(e)           Notwithstanding anything else herein to the contrary, if a Lender or an Agent is subject to United States withholding tax at a rate in excess of zero percent at the time such Lender or such Agent, as the case may be, first becomes a party to this Agreement, withholding tax imposed by such jurisdiction at such rate shall be considered excluded from Taxes unless and until such Lender or Agent, as the case may be, provides the appropriate forms certifying that a lesser rate applies, whereupon withholding tax at such lesser rate only shall be considered excluded from Taxes for periods governed by such forms; provided that, if at the date of the Assignment and Assumption pursuant to which a Lender becomes a party to this Agreement, the Lender assignor was entitled to payments under clause (a) of this Section 3.01 in respect of United States withholding tax with respect to interest paid at such date, then, to such extent, the term Taxes shall include (in addition to withholding taxes that may be imposed in the future or other amounts otherwise includable in Taxes) withholding tax, if any, applicable with respect to the Lender assignee on such date.

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(f)            If any Lender or Agent determines, in its reasonable discretion, that it has received a refund in respect of any Taxes or Other Taxes as to which indemnification or additional amounts have been paid to it by the Company pursuant to this Section 3.01, it shall promptly remit such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Company under this Section 3.01 with respect to the Taxes or Other Taxes giving rise to such refund plus any interest included in such refund by the relevant taxing authority attributable thereto) to the Company, net of all out-of-pocket expenses of the Lender or Agent, as the case may be and without interest (other than any interest paid by the relevant taxing authority with respect to such refund); provided that the Company, upon the request of the Lender or Agent, as the case may be, agrees promptly to return such refund to such party in the event such party is required to repay such refund to the relevant taxing authority. Such Lender or Agent, as the case may be, shall, at the Company’s request, provide the Company with a copy of any notice of assessment or other evidence of the requirement to repay such refund received from the relevant taxing authority (provided that such Lender or Agent may delete any information therein that such Lender or Agent deems confidential). Nothing herein contained shall interfere with the right of a Lender or Agent to arrange its tax affairs in whatever manner it thinks fit nor oblige any Lender or Agent to claim any tax refund or to make available its tax returns or disclose any information relating to its tax affairs or any computations in respect thereof.

(g)           Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 3.01(a) or (c) with respect to such Lender it will, if requested by the Company, use commercially reasonable efforts (subject to such Lender’s overall internal policies of general application and legal and regulatory restrictions) to designate another Lending Office for any Loan or Letter of Credit affected by such event; provided that such efforts are made on terms that, in the sole judgment of such Lender, cause such Lender and its Lending Office(s) to suffer no economic, legal or regulatory disadvantage; and provided, further, that nothing in this Section 3.01(g) shall affect or postpone any of the Obligations of the Company or the rights of such Lender pursuant to Section 3.01(a) or (c).

SECTION 3.02  Illegality.  If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurodollar Rate, then, on notice thereof by such Lender to the Company through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Company that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Company shall upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion, the Company shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such

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notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

SECTION 3.03  Inability to Determine Rates.  If the Required Lenders determine that for any reason adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan, or that the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and the Interest Period of such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Company and each Lender. Thereafter, the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein.

SECTION 3.04  Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans.  (a)  If any Lender determines that as a result of the introduction of or any change in or in the interpretation of any Law, in each case after the date hereof, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Loans or (as the case may be) issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.04(a) any such increased costs or reduction in amount resulting from (i) Taxes or Other Taxes (as to which Section 3.01 shall govern), (ii) changes in the basis of taxation of overall net income or overall gross income (including branch profits), and franchise (and similar) taxes imposed in lieu of net income taxes, by the United States or any foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender is organized or maintains a Lending Office, and (iii) reserve requirements contemplated by Section 3.04(c)), then from time to time within fifteen (15) days after demand by such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the Company shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction.

(b)           If any Lender determines that the introduction of any Law regarding capital adequacy or any change therein or in the interpretation thereof, in each case after the date hereof, or compliance by such Lender (or its Lending Office) therewith, has the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender’s obligations hereunder (taking into consideration its policies with respect to capital adequacy and such Lender’s desired return on capital to a level below that which such Lender or its parent could have achieved but for such introduction, change or interpretation), then from time to time upon demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the Company shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen (15) days after receipt of such demand.

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(c)           The Company shall pay to each Lender, (i) as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurodollar funds or deposits, additional interest on the unpaid principal amount of each Eurodollar Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive in the absence of manifest error), and (ii) as long as such Lender shall be required to comply with any reserve ratio requirement or analogous requirement of any other central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments or the funding of the Eurodollar Rate Loans, such additional costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated to such Commitment or Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive absent manifest error) which in each case shall be due and payable on each date on which interest is payable on such Loan, provided the Company shall have received at least fifteen (15) days’ prior notice (with a copy to the Administrative Agent) of such additional interest or cost from such Lender. If a Lender fails to give written notice fifteen (15) days prior to the relevant Interest Payment Date, such additional interest or cost shall be due and payable fifteen (15) days from receipt of such notice.

(d)           Failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.04 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Company shall not be required to compensate a Lender pursuant to Section 3.04(a), (b) or (c) for any such increased cost or reduction incurred more than one hundred and eighty (180) days prior to the date that such Lender demands, or notifies the Company in writing of its intention to demand, compensation therefor; provided, further, that, if the circumstance giving rise to such increased cost or reduction is retroactive, then such 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

(e)           If any Lender requests compensation under this Section 3.04, then such Lender will, if requested by the Company, use commercially reasonable efforts to designate another Lending Office for any Loan or Letter of Credit affected by such event; provided that such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Lending Office(s) to suffer no material economic, legal or regulatory disadvantage; and provided, further, that nothing in this Section 3.04(e) shall affect or postpone any of the Obligations of the Company or the rights of such Lender pursuant to Section 3.04(a), (b), (c) or (d).

SECTION 3.05  Funding Losses.  Upon written demand of any Lender (with a copy to the Administrative Agent) from time to time, the Company shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

(a)           any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); or

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(b)           any failure by the Company (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Company;

including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained.

For purposes of calculating amounts payable by the Company to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded.

SECTION 3.06  Matters Applicable to All Requests for Compensation.  (a)  Any Agent or any Lender claiming compensation under this Article 3 shall deliver a certificate to the Company setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, such Agent or such Lender may use any reasonable averaging and attribution methods.

(b)           With respect to any Lender’s claim for compensation under Section 3.01, 3.02, 3.03 or 3.04, the Company shall not be required to compensate such Lender for any amount incurred more than one hundred and eighty (180) days prior to the date that such Lender notifies the Company of the event that gives rise to such claim; provided that, if the circumstance giving rise to such claim is retroactive, then such 180-day period referred to above shall be extended to include the period of retroactive effect thereof. If any Lender requests compensation by the Company under Section 3.04, the Company may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or continue from one Interest Period to another Eurodollar Rate Loans, or to convert Base Rate Loans into Eurodollar Rate Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.06(c) shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested.

(c)           If the obligation of any Lender to make or continue from one Interest Period to another any Eurodollar Rate Loan, or to convert Base Rate Loans into Eurodollar Rate Loans shall be suspended pursuant to Section 3.06(b) hereof, such Lender’s Eurodollar Rate Loans shall be automatically converted into Base Rate Loans on the last day(s) of the then current Interest Period(s) for such Eurodollar Rate Loans (or, in the case of an immediate conversion required by Section 3.02, on such earlier date as required by Law) and, unless and until such Lender gives notice as provided below that the circumstances specified in Section 3.01, 3.02, 3.03 or 3.04 hereof that gave rise to such conversion no longer exist:

(i)            to the extent that such Lender’s Eurodollar Rate Loans have been so converted, all payments and prepayments of principal that would otherwise be applied to such Lender’s Eurodollar Rate Loans shall be applied instead to its Base Rate Loans; and

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(ii)           all Loans that would otherwise be made or continued from one Interest Period to another by such Lender as Eurodollar Rate Loans shall be made or continued instead as Base Rate Loans, and all Base Rate Loans of such Lender that would otherwise be converted into Eurodollar Rate Loans shall remain as Base Rate Loans.

(d)           If any Lender gives notice to the Company (with a copy to the Administrative Agent) that the circumstances specified in Section 3.01, 3.02, 3.03 or 3.04 hereof that gave rise to the conversion of such Lender’s Eurodollar Rate Loans pursuant to this Section 3.06 no longer exist (which such Lender agrees to do promptly upon such circumstances ceasing to exist) at a time when Eurodollar Rate Loans made by other Lenders are outstanding, such Lender’s Base Rate Loans shall be automatically converted, on the first day(s) of the next succeeding Interest Period(s) for such outstanding Eurodollar Rate Loans, to the extent necessary so that, after giving effect thereto, all Loans held by the Lenders holding Eurodollar Rate Loans and by such Lender are held pro rata (as to principal amounts, interest rate basis, and Interest Periods) in accordance with their respective Commitments.

SECTION 3.07  Replacement of Lenders under Certain Circumstances.  (a)  If at any time (i) the Company becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or Section 3.04 as a result of any condition described in such Sections or any Lender ceases to make Eurodollar Rate Loans as a result of any condition described in Section 3.02 or Section 3.04, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender, then the Company may, on ten (10) Business Days’ prior written notice to the Administrative Agent and such Lender, replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Company in such instance) all of its rights and obligations under this Agreement to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Company to find a replacement Lender or other such Person; and provided, further, that (A) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments and (B) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable Eligible Assignees shall have agreed to the applicable departure, waiver or amendment of the Loan Documents.

(b)           Any Lender being replaced pursuant to Section 3.07(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans, and (ii) deliver any Notes evidencing such Loans to the Company or Administrative Agent. Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans, (B) all obligations of the Company owing to the assigning Lender relating to the Loans and participations so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate Note or Notes executed by the Company, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except

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with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender.

(c)           Notwithstanding anything to the contrary contained above, any Lender that acts as an L/C Issuer may not be replaced hereunder at any time that it has any Letter of Credit outstanding hereunder unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such L/C Issuer or the depositing of cash collateral into a cash collateral account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to each such outstanding Letter of Credit and the Lender that acts as the Administrative Agent may not be replaced hereunder except in accordance with the terms of Section 9.09.

(d)           In the event that (i) the Company or the Administrative Agent has requested that the Lenders consent to a departure or waiver of any provisions of the Loan Documents or agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of all affected Lenders in accordance with the terms of Section 10.01 or all the Lenders with respect to a certain Class of the Loans and (iii) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender.”

SECTION 3.08  Survival.  All of the Company’s obligations under this Article 3 shall survive termination of the Aggregate Commitments and repayment of all other Obligations hereunder.

ARTICLE IV

Conditions Precedent to Credit Extensions

SECTION 4.01  Conditions of Initial Credit Extension.  The obligation of each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:

(a)           The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel:

(i)            executed counterparts of this Agreement and the Guaranty;

(ii)           each Collateral Document, duly executed by each Loan Party thereto, together with:

(A)          certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank;

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(B)           to the extent required under the Collateral and Guarantee Requirement, opinions of local counsel for the Loan Parties in states in which the Mortgaged Properties are located, with respect to the enforceability and perfection of the Mortgages and any related fixture filings in form and substance reasonably satisfactory to the Administrative Agent; and

(C)           evidence that all other actions, recordings and filings that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent;

(iii)          such certificates of resolutions or other action and incumbency certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the execution and delivery this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date;

(iv)          opinions from (A) Simpson Thatcher & Bartlett LLP, New York counsel to the Loan Parties substantially in the form of Exhibit I, (B) Reed Smith LLP, special regulatory counsel to the Loan Parties, (C) Faegre & Benson LLP, Minnesota counsel to certain Loan Parties and (D) Rice Silbey, Reuter & Sullivan, LLP, Nevada counsel to certain Loan Parties;

(v)           a certificate signed by a Responsible Officer of the Company certifying that since December 31, 2005, except as set forth in Section 3.7 of the Company Disclosure Schedule (as defined in the Merger Agreement) or except as set forth in the Filed Company SEC Reports (as defined in the Merger Agreement) there has been no change, event, circumstance, condition, occurrence, development or effect, that indirectly or in the aggregate has had or would reasonably be expected to have a Material Adverse Change;

(vi)          a certificate attesting to the Solvency of the Loan Parties (taken as a whole) on the Closing Date after giving effect to the Transaction, from the Chief Financial Officer of the Company;

(vii)         evidence that all insurance (including title insurance) required to be maintained pursuant to the Loan Documents has been obtained and is in effect and that the Administrative Agent has been named as loss payee under each insurance policy with respect to such insurance as to which the Administrative Agent shall have requested to be so named;

(viii)        certified copies of the Merger Agreement, duly executed by the parties thereto, together with all material agreements, instruments and other documents delivered in connection therewith as the Administrative Agent shall reasonably request, each including certification by a Responsible Officer of Encore Medical that such documents are in full force and effect as of the Closing Date; and

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(ix)           a Loan Notice or Letter of Credit Application, as applicable, relating to the initial Credit Extension.

(x)            a certificate signed by a Responsible Officer of Encore Medical on the Closing Date certifying that Encore Medical holds no material assets other than those set forth on Schedule 4.01(a)(x).

(b)           All fees and expenses required to be paid hereunder and invoiced before the Closing Date shall have been paid in full in cash.

(c)           Prior to or simultaneously with the initial Credit Extension, (i) the Equity Contribution shall have been funded in full; and (ii) the Merger shall be consummated in accordance with the terms of the Merger Agreement and in compliance with applicable material Laws and regulatory approvals, and no provision of the Merger Agreement shall have been waived, amended, supplemented or otherwise modified to the extent material and adverse to the interests of the Lenders without the consent of the Arrangers, which consent shall not be unreasonably withheld or delayed.

(d)           Prior to or simultaneously with the initial Credit Extensions, the Company shall have received at least $200,000,000 in gross cash proceeds from the issuance of the New Notes.

(e)           (i)  Prior to the date of the initial Credit Extension hereunder, Encore Medical shall have commenced tender offers and consent solicitations with respect to the Existing Notes (the “Tender Offer and Consent Solicitation”) pursuant to which, inter alia, consents shall have been solicited to proposed amendments (the “Existing Notes Indenture Amendment”) to the Existing Notes Indenture, which amendments shall, inter alia, provide for the substantial elimination of the covenants contained in the Existing Notes Indenture.

(ii)           Prior to or simultaneously with the initial Credit Extension, holders of at least a majority of the aggregate outstanding principal amount of the Existing Notes shall have validly tendered, and not withdrawn, their Existing Notes and provided their consent pursuant to, and in accordance with the requirements of, the Tender Offer and Consent Solicitation.

(f)            Prior to or simultaneously with the initial Credit Extensions, the Company shall have terminated the Existing Credit Agreement, all Liens granted thereunder shall have been terminated and taken all other necessary actions such that, after giving effect to the Transaction, (i) Holdings and its Subsidiaries shall have outstanding no Indebtedness or preferred Equity Interests other than (A) the Loans and L/C Obligations, (B) the New Notes, (C) any Existing Notes that have not been purchased by the Company pursuant to the tender offer related to such Existing Notes and (D) Indebtedness listed on Schedule 7.03(b) and (ii) the Company shall have outstanding no Equity Interests (or securities convertible into or exchangeable for Equity Interests or rights or options to acquire Equity Interests) other than common stock owned by Holdings and preferred stock owned by Holdings, with terms and conditions reasonably acceptable to the Arrangers to the extent material to the interests of the Lenders.

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(g)           The Arrangers and the Lenders shall have received (i) the Audited Financial Statements and (ii) unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of Encore Medical and its Subsidiaries for each subsequent fiscal quarter ended at least forty-five (45) days before the Closing Date (collectively, the “Unaudited Financial Statements”), which financial statements described in clauses (i) and (ii)(A) shall be prepared in accordance with GAAP.

(h)           The Arrangers and the Lenders shall have received the Pro Forma Financial Statements.

SECTION 4.02  Conditions to All Credit Extensions.  The obligation of each Lender to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent:

(a)           The representations and warranties of the Company and each other Loan Party contained in Article 5 or any other Loan Document shall be true and correct in all material respects on and as of the date of such Credit Extension, except for such representations and warranties expressly stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; provided, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on such respective dates and provided, further, that, in the case of the initial Credit Extension, such representations and warranties shall be limited to the Specified Representations. For purposes of this Section 4.02(a), the Specified Representations shall mean the representations and warranties set forth in clauses (a) and (b) of Section 5.01, Section 5.02 (but not clauses (a), (b) or (c) thereof), and Sections 5.04, 5.13 and 5.16.

(b)           With respect to any request for an Extension of Credit to occur after the Closing Date, no Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds therefrom.

(c)           The Administrative Agent and, if applicable, the relevant L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof.

Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

ARTICLE V

Representations and Warranties

The Company represents and warrants to the Agents and the Lenders that:

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SECTION 5.01  Existence, Qualification and Power; Compliance with Laws.  Each Loan Party and each of its Subsidiaries (a) is a Person duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business and (ii) in the case of the Loan Parties only, execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) is in compliance with all Laws, orders, writs, injunctions and orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clause (c), (d) or (e), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

SECTION 5.02  Authorization; No Contravention.  The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and the consummation of the Transaction and the Post-Closing Acquisition, are within such Loan Party’s corporate or other powers, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents, (b) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or require any payment to be made under (i) (x) any Existing Notes Documentation or (y) any other Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (b)(i) or (c) of this Section 5.02, to the extent that such conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.

SECTION 5.03  Governmental Authorization; Other Consents.  No material approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the priority thereof) or (d) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect and (iii) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect.

SECTION 5.04  Binding Effect.  This Agreement and each other Loan Document has been duly executed and delivered by each Loan Party that is party thereto. This Agreement and each other Loan Document constitutes, a legal, valid and binding obligation of such Loan

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Party, enforceable against each Loan Party that is party thereto in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity.

SECTION 5.05  Financial Statements; No Material Adverse Effect.  (a) (i)  The Audited Financial Statements and the Unaudited Financial Statements fairly present in all material respects the financial condition of Encore Medical and its Subsidiaries as of the dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein, subject, in the case of the Unaudited Financial Statements, to changes resulting from audit, normal year-end adjustments and absence of footnotes. During the period from December 31, 2005 to and including the Closing Date, there has been (i) no sale, transfer or other disposition by Encore Medical or any of its Subsidiaries of any material part of the business or property of Encore Medical or any of its Subsidiaries, taken as a whole and (ii) no purchase or other acquisition by Encore Medical or any of its Subsidiaries of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of Encore Medical and its Subsidiaries, in each case, which is not reflected in the foregoing financial statements or in the notes thereto has not otherwise been disclosed in writing to the Lenders prior to the Closing Date or in any public filing made by Encore Medical with the SEC.

(ii)           The unaudited pro forma consolidated balance sheet of the Company and its Subsidiaries as at July 1, 2006 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated statement of operations of the Company and its Subsidiaries for the most recent fiscal year, the six-months ended July 1, 2006 and the 12-month period ending on July 1, 2006 (together with the Pro Forma Balance Sheet, the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to the Administrative Agent for further delivery to each Lender, have been prepared giving effect (as if such events had occurred on such date or at the beginning of such periods, as the case may be) to the Transaction and all other transactions that would be required to be given pro forma effect by Regulation S-X promulgated under the Exchange Act (including other adjustments consistent with the definition of Pro Forma Adjustment or as otherwise agreed between the Company and the Administrative Agent, but not the transactions contemplated to occur in connection with the Post-Closing Acquisition or the financing thereof). The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Company to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis and in accordance with GAAP the estimated financial position of the Company and its Subsidiaries as at July 1, 2006 and their estimated results of operations for the periods covered thereby, assuming that the events specified in the preceding sentence had actually occurred at such date or at the beginning of the periods covered thereby.

(b)           Since the Closing Date, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

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(c)           The forecasts of consolidated balance sheets, income statements and cash flow statements of the Company and its Subsidiaries for each fiscal year ending after the Closing Date until the seventh anniversary of the Closing Date, copies of which have been furnished to the Administrative Agent prior to the Closing Date, have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable at the time of preparation of such forecasts, it being understood that actual results may vary from such forecasts and that such variations may be material.

SECTION 5.06  Litigation.  There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Company, threatened in writing or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against the Company or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

SECTION 5.07  No Default.  Neither the Company nor any Subsidiary is in default under or with respect to, or a party to, any Contractual Obligation (other than Contractual Obligations in respect of Indebtedness) that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

SECTION 5.08  Ownership of Property; Liens.  Set forth on Schedule 5.08 hereto is a complete list of all real property owned by any Loan Party or any of its Subsidiaries with a book value in excess of $3,000,000 as of the date hereof, showing as of the date hereof the relevant jurisdiction thereof. Each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, or easements or other limited property interests in, all real property necessary in the ordinary conduct of its business, free and clear of all Liens except for minor defects in title that do not materially interfere with its ability to conduct its business or to utilize such assets for their intended purposes and Liens permitted by Section 7.01 and except where the failure to have such title could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

SECTION 5.09  Environmental Compliance.  (a)  There are no claims, actions, suits, or proceedings alleging potential liability or responsibility for violation of, or otherwise relating to, any Environmental Law that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b)           Except as specifically disclosed in Schedule 5.09(b) or except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) none of the properties currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) there are no and never have been any underground or aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned, leased or operated by any Loan Party or any of its Subsidiaries or, to its knowledge, on any property formerly owned or operated by any Loan Party or any of its Subsidiaries; (iii) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Loan Party or any of its Subsidiaries; and (iv) Hazardous Materials have not been released, discharged or disposed of by any Person on any

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property currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any other location.

(c)           The properties owned, leased or operated by the Company and the Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a violation of, (ii) require remedial action under, or (iii) could give rise to liability under, Environmental Laws, which violations, remedial actions and liabilities, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.

(d)           Except as specifically disclosed in Schedule 5.09(d), neither the Company nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

(e)           All Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or any of its Subsidiaries have been disposed of in a manner not reasonably expected to result, individually or in the aggregate, in a Material Adverse Effect.

(f)            Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, none of the Loan Parties and their Subsidiaries has contractually assumed any liability or obligation under or relating to any Environmental Law.

SECTION 5.10  Taxes.  Except as set forth in Schedule 5.10 or except as could not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, the Company and its Subsidiaries have filed all Federal and state and other tax returns and reports required to be filed, and have paid all Federal and state and other taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those (a) which are not overdue by more than thirty (30) days or (b) which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP.

SECTION 5.11  ERISA Compliance.  (a)  Except as set forth in Schedule 5.11(a) or as could not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each Plan is in compliance in with the applicable provisions of ERISA, the Code and other Federal or state Laws.

(b)           (i) No ERISA Event has occurred during the five year period prior to the date on which this representation is made or deemed made with respect to any Pension Plan; (ii) no Pension Plan has an “accumulated funding deficiency” (as defined in Section 412 of the

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Code), whether or not waived; (iii) neither any Loan Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iv) neither any Loan Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v) neither any Loan Party nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA, except, with respect to each of the foregoing clauses of this Section 5.11(b), as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

SECTION 5.12  Subsidiaries; Equity Interests.  As of the Closing Date, neither Holdings nor any Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.12, and all of the outstanding Equity Interests in Material Subsidiaries have been validly issued, are fully paid and nonassessable and all Equity Interests owned by Holdings or a Loan Party are owned free and clear of all Liens except (i) those created under the Collateral Documents and (ii) any nonconsensual Lien that is permitted under Section 7.01. As of the Closing Date, Schedule 5.12 (a) sets forth the name and jurisdiction of each Subsidiary, (b) sets forth the ownership interest of Holdings, the Company and any other Subsidiary in each Subsidiary, including the percentage of such ownership and (c) identifies each Subsidiary the Equity Interests of which are required to be pledged on the Closing Date pursuant to the Collateral and Guarantee Requirement.

SECTION 5.13  Margin Regulations; Investment Company Act.  (a)  The Company is not engaged and will not engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock, and no proceeds of any Borrowings or drawings under any Letter of Credit will be used for any purpose that violates Regulation U.

(b)           None of the Company, any Person Controlling the Company, or any Subsidiary is or is required to be registered as an “investment company” under the Investment Company Act of 1940.

SECTION 5.14  Disclosure.  No report, financial statement, certificate or other written information furnished by or on behalf of any Loan Party to any Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or any other Loan Document (as modified or supplemented by other information so furnished) when taken as a whole contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading; provided that, with respect to projected financial information and pro forma financial information, the Company represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time of preparation; it being understood that such projections may vary from actual results and that such variances may be material.

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SECTION 5.15  Solvency.  On the Closing Date after giving effect to the Transaction, the Loan Parties, on a consolidated basis, are Solvent.

SECTION 5.16  Subordination of Junior Financing.  The Obligations are “Senior Debt,” “Senior Indebtedness,” “Guarantor Senior Debt” or “Senior Secured Financing” (or any comparable term) under, and as defined in, any Junior Financing Documentation.

SECTION 5.17  Labor Matters.  Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect:  (a) there are no strikes or other labor disputes against any of Holdings, the Company or its Subsidiaries pending or, to the knowledge of Holdings or the Company, threatened; (b) hours worked by and payment made to employees of each of Holdings, the Company or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Laws dealing with such matters; and (c) all payments due from any of Holdings, the Company or its Subsidiaries on account of employee health and welfare insurance have been paid or accrued as a liability on the books of the relevant party.

SECTION 5.18  Food and Drug.  Set forth on Schedule 5.18 is a correct and complete list as of the Closing Date of all permits, licenses, and approvals that are required under the Laws of the United States Food and Drug Administration (the “FDA”) (the “FDA Laws”) for the operation of the business of the Company and its Subsidiaries (collectively, the “FDA Permits”) the failure of which to obtain could reasonably be expected to result in a Material Adverse Effect. Except as could not reasonably be expected to result in a Material Adverse Effect, the Company and/or its Subsidiaries have all requisite FDA Permits and such FDA Permits (a) are valid and in full force and effect, (b) have not been reversed, stayed, set aside, annulled, or suspended and (c) are not subject to any conditions or requirements that are not generally imposed on the holders thereof. The Company and/or its Subsidiaries are in compliance with all applicable FDA Laws, including, without limitation, current good manufacturing practice requirements except as could not reasonably be expected to result in a Material Adverse Effect.

SECTION 5.19  Clinical Trials.  Except as could not reasonably be expected to result in a Material Adverse Effect:  (a) the Company and its Subsidiaries have received all investigational exemptions from the FDA (including investigational device exemptions and investigational new drug exemptions) for all products requiring such exemptions (the “Investigational Exemptions”) and (b) such products (i) are being used by the Company and its Subsidiaries in clinical investigations, trials, studies and otherwise in accordance with the terms of the applicable Investigational Exemption, and (ii) have not been and are not being sold or distributed outside the terms of such Investigational Exemptions.

SECTION 5.20  State Food and Drug Laws.

(a)           Set forth on Schedule 5.20 is a correct and complete list as of the Closing Date of all licenses, permits, authorizations, consents, clearances, and other approvals (collectively, the “State Permits”) that are required for the operation of the business of the Company and its Subsidiaries under the Laws of each state (the “State Laws”) in which the Company and its Subsidiaries transact business, the failure of which to obtain could reasonably be expected to result in a Material Adverse Effect.

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(b)           Except as could not reasonably be expected to result in a Material Adverse Effect, each of the Company and its Subsidiaries have all requisite State Permits and such State Permits (i) are valid and in full force and effect, (ii) have not been reversed, stayed, set aside, annulled, or suspended, and (iii) are not subject to any conditions or requirements that are not generally imposed on the holders thereof.

SECTION 5.21  HIPAA.  Except as could not reasonably be expected to result in a Material Adverse Effect, to the extent the Company or any of its Subsidiaries is a “covered entity” as defined in the Privacy Regulations (45 CFR 160.103) promulgated pursuant to the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) or the Company or any of its Subsidiaries are subject to or covered by the so called “Administrative Simplification” provisions of HIPAA, the Company and its Subsidiaries are HIPAA-Compliant. For purposes hereof, “HIPAA-Compliant” shall mean that the Company or its Subsidiaries, as the case may be, is or will be in compliance in all material respects with each of the applicable requirements of the so-called “Administrative Simplification” provisions of HIPAA on and as of each date that any part thereof, or any final rule or regulations thereunder, becomes effective in accordance with its or their terms, as the case may be.

SECTION 5.22  Medicare, Medicaid and Fraud and Abuse.

(a)           Except as could not reasonably be expected to result in a Material Adverse Effect, the Company and each of its Subsidiaries that bill the Medicare program are in compliance with the conditions of participation imposed by the Social Security Act of 1935, as amended, and the U.S. Secretary of Health and Human Services. Except as could not reasonably be expected to result in a Material Adverse Effect, the Company and its Subsidiaries, as the case may be, have a Medicare provider or supplier agreement and a Medicare provider or supplier number in effect covering each location at which the Company and its Subsidiaries, as the case may be, accepts Medicare patients. Except as could not reasonably be expected to result in a Material Adverse Effect, the Company and its Subsidiaries have a Medicaid provider agreement and Medicaid provider number in force in each state in which the Company or its Subsidiaries bill the Medicaid program.

ARTICLE VI

Affirmative Covenants

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder which is accrued and payable shall remain unpaid or unsatisfied (other than Obligations under Secured Hedge Agreements, Cash Management Obligations or contingent indemnification obligations not then due and payable), or any Letter of Credit shall remain outstanding (unless such Letters of Credit shall have been collateralized on terms and conditions reasonably satisfactory to the relevant L/C Issuers following termination of the Commitment), each of Holdings and the Company shall, and shall (except in the case of the covenants set forth in Sections 6.01, 6.02 and 6.03) cause each Restricted Subsidiary to:

SECTION 6.01  Financial Statements.  Deliver to the Administrative Agent for prompt further distribution to each Lender:

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(a)as soon as available, but in any event within ninety (90) days after the end of each fiscal year of Holdings (or, in the case of the financial statements for the fiscal year ending December 31, 2006, on or before the date that is 120 days after the end of such fiscal year), a consolidated balance sheet of Holdings and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, stockholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of KPMG, LLP or any other independent registered public accounting firm of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit;

(b)as soon as available, but in any event within forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of Holdings (or, in the case of the financial statements for the fiscal quarter ending March 31, 2007 and June 30, 2007, on or before the date which is 60 days after the end of such fiscal quarter), a consolidated balance sheet of Holdings and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of income or operations, stockholders’ equity and cash flows for such fiscal quarter and for the portion of the fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer of Holdings as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of Holdings and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes;

(c)as soon as available, and in any event no later than ninety (90) days after the end of each fiscal year of Holdings (or in the case of the detailed consolidated budget for the fiscal year 2007, on or before the date that is 120 days after the end of fiscal year 2006), a detailed consolidated budget for the following fiscal year (including a projected consolidated balance sheet of Holdings and its Subsidiaries as of the end of the following fiscal year, the related consolidated statements of projected cash flow and projected income and a summary of the material underlying assumptions applicable thereto), and, as soon as available, significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections are based on reasonable estimates, information and assumptions and that such Responsible Officer has no reason to believe that such Projections are incorrect or misleading in any material respect; and

(d)simultaneously with the delivery of each set of consolidated financial statements referred to in Sections 6.01(a) and 6.01(b) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements.

Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 6.01 may be satisfied with respect to financial information of Holdings and the Restricted Subsidiaries by furnishing (A) the applicable financial statements of Encore Medical (or any other direct or

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indirect parent of Holdings) or (B) Holdings’ or Encore Medical’s (or any other direct or indirect parent thereof), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC; provided that, with respect to each of clauses (A) and (B), (i) to the extent such information relates to Encore Medical (or another parent of Holdings), such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Encore Medical (or such parent), on the one hand, and the information relating to Holdings and the Restricted Subsidiaries on a standalone basis, on the other hand and (ii) to the extent such information is in lieu of information required to be provided under Section 6.01(a), such materials are accompanied by a report and opinion of KPMG, LLP or any other independent registered public accounting firm of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit.

SECTION 6.02  Certificates; Other Information. Deliver to the Administrative Agent for prompt further distribution to each Lender:

(a)no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a), a certificate of its independent registered public accounting firm certifying such financial statements and stating that in making the examination necessary therefor no knowledge was obtained of an Event of Default resulting from a violation of Section 7.11 or, if any such Event of Default shall exist, stating the nature and status of such event;

(b)no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of Holdings or the Company and, if such Compliance Certificate demonstrates an Event of Default resulting from a violation of Section 7.11, any of the Equity Investors may deliver, together with such Compliance Certificate, notice of their intent to cure (a “Notice of Intent to Cure”) such Event of Default pursuant to Section 8.05; provided that the delivery of a Notice of Intent to Cure, in and of itself without the corresponding application of proceeds from a Permitted Equity Issuance pursuant to Section 8.05, shall in no way affect or alter the occurrence, existence or continuation of any such Event of Default or the rights, benefits, powers and remedies of the Administrative Agent and the Lenders under any Loan Document;

(c)promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which Holdings or the Company files with the SEC or with any Governmental Authority that may be substituted therefor (other than amendments to any registration statement (to the extent such registration statement, in the form it became effective, is delivered), exhibits to any registration statement and, if applicable, any registration statement on Form S-8) and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto;

(d)promptly after the furnishing thereof, copies of any material requests or material notices received by any Loan Party (other than in the ordinary course of business) or material statements or material reports furnished to any holder of debt securities of any Loan

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Party or of any of its Subsidiaries pursuant to the terms of any Existing Notes Documentation, New Notes Documentation or Junior Financing Documentation in a principal amount greater than the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any other clause of this Section 6.02;

(e)together with the delivery of each Compliance Certificate pursuant to Section 6.02(b), (i) a report setting forth the information required by Section 3.03(c) of the Security Agreement or confirming that there has been no change in such information since the Closing Date or the date of the last such report), and (ii) a list of each Subsidiary that identifies each Subsidiary as a Restricted or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate; and

(f)such additional information regarding the business, legal, financial or corporate affairs of any Loan Party or any Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request in writing.

Documents required to be delivered pursuant to Section 6.01(a), (b), (c) or Section 6.02(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Holdings or the Company posts such documents, or provides a link thereto on Encore Medical’s, Holdings’ or the Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on Holdings or the Company’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that:  (i) upon written request by the Administrative Agent, Holdings or the Company shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) Holdings or the Company shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance Holdings or the Company shall be required to provide paper copies of the Compliance Certificates required by Section 6.02(b) to the Administrative Agent. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents.

The Company hereby acknowledges that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of Holdings or the Company hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Company or its securities) (each, a “Public Lender”). Holdings and the Company hereby agree to make all Borrower Materials that Holdings and the Company intend to be made available to Public Lenders clearly and conspicuously designated as “PUBLIC”. By designating Borrower

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Materials as “PUBLIC”, Holdings and the Company authorize such Borrower Materials to be made available to a portion of the Platform designated “Public Investor,” which is intended to contain only information that is either publicly available or not material information (though it may be sensitive and proprietary) with respect to Holdings, the Company or their securities for purposes of United States Federal and state securities laws. Notwithstanding the foregoing, neither Holdings nor the Company shall be under any obligation to mark any Borrower Materials “PUBLIC”.

SECTION 6.03  Notices. Promptly after obtaining knowledge thereof, notify the Administrative Agent:

(a)of the occurrence of any Default;

(b)of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including arising out of or resulting from (i) breach or non-performance of, or any default or event of default under, a Contractual Obligation of any Loan Party or any Subsidiary, (ii) any dispute, litigation, investigation, proceeding or suspension between any Loan Party or any Subsidiary and any Governmental Authority, (iii) the commencement of, or any material development in, any litigation or proceeding affecting any Loan Party or any Subsidiary, including pursuant to any applicable Environmental Laws or the assertion or occurrence of any noncompliance by any Loan Party or as any of its Subsidiaries with, or liability under, any Environmental Law or Environmental Permit, or (iv) the occurrence of any ERISA Event.

Each notice pursuant to this Section shall be accompanied by a written statement of a Responsible Officer of the Company (x) that such notice is being delivered pursuant to Section 6.03(a) or (b) (as applicable) and (y) setting forth details of the occurrence referred to therein and stating what action the Company has taken and proposes to take with respect thereto.

SECTION 6.04  Payment of Obligations. Pay, discharge or otherwise satisfy as the same shall become due and payable, all its obligations and liabilities in respect of taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or in respect of its property, except, in each case, to the extent the failure to pay or discharge the same could not reasonably be expected to have a Material Adverse Effect.

SECTION 6.05  Preservation of Existence, Etc. (a)  Preserve, renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.04 or 7.05 and (b) take all reasonable action to maintain all rights, privileges (including its good standing), permits, licenses and franchises necessary or desirable in the normal conduct of its business, except in the case of each of clauses (a) and (b) above (i) to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect or (ii) pursuant to a transaction permitted by Section 7.02, 7.04 or 7.05.

SECTION 6.06  Maintenance of Properties. Except if the failure to do so could not reasonably be expected to have a Material Adverse Effect, (a) maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order, repair and condition, ordinary wear and tear excepted and casualty or

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condemnation excepted, and (b) make all necessary renewals, replacements, modifications, improvements, upgrades, extensions and additions thereof or thereto in accordance with prudent industry practice.

SECTION 6.07  Maintenance of Insurance. Maintain with financially sound and reputable insurance companies, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts (after giving effect to any self-insurance reasonable and customary for similarly situated Persons engaged in the same or similar businesses as the Company and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons.

SECTION 6.08  Compliance with Laws. Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except if the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

SECTION 6.09  Books and Records. Maintain proper books of record and account, in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of the Company or such Subsidiary, as the case may be.

SECTION 6.10  Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the reasonable expense of the Company and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Company; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.10 and the Administrative Agent shall not exercise such rights more often than two (2) times during any calendar year absent the existence of an Event of Default and only one (1) such time shall be at the Company’s expense; provided, further, that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Company at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Company the opportunity to participate in any discussions with the Company’s independent public accountants.

SECTION 6.11  Covenant to Guarantee Obligations and Give Security. At the Company’s expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:

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(a)upon the formation or acquisition of any new direct or indirect wholly owned Domestic Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or the designation in accordance with Section 6.14 of any existing direct or indirect wholly owned Domestic Subsidiary as a Restricted Subsidiary (other than an Excluded Subsidiary):

(i)within thirty (30) days after such formation, acquisition or designation or such longer period as the Administrative Agent may agree in its discretion:

(A)cause each such Restricted Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the real properties owned by such Restricted Subsidiary that have a book value in excess of $3,000,000 in detail reasonably satisfactory to the Administrative Agent;

(B)cause each such Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent or the Collateral Agent (as appropriate) Mortgages, Security Agreement Supplements, Intellectual Property Security Agreements, Guaranties and other security agreements and documents (including, with respect to Mortgages, the documents listed in Section 6.13(b)), in the case of such other security agreements and documents as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements and other security agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;

(C)(x) cause each such Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness held by such Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Collateral Agent and (y) cause each direct parent of such Restricted Subsidiary to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Collateral Agent;

(D)take and cause such Restricted Subsidiary to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code

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financing statements and delivery of stock and membership interest certificates) may be necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity,

(ii)within thirty (30) days after the reasonable request therefor by the Administrative Agent, deliver to the Administrative Agent a signed copy of an opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to such matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably request, and

(iii)as promptly as practicable after the request therefor by the Administrative Agent, deliver to the Administrative Agent with respect to each parcel of real property that is owned by such Restricted Subsidiary and has a book value in excess of $3,000,000, to the extent such items are in the possession of, or under the control of, the Company, any existing title reports, surveys or environmental assessment reports.

(b)after the Closing Date, concurrently with (x) the acquisition of any material personal property by any Loan Party, or (y) the acquisition of any owned real property by any Loan Party with a book value in excess of $3,000,000, and such personal property or owned real property shall not already be subject to a perfected Lien pursuant to the Collateral Documents, the Company shall give notice thereof to the Administrative Agent and promptly thereafter shall cause such assets to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(b) with respect to real property.

SECTION 6.12  Compliance with Environmental Laws. Except, in each case, to the extent that the failure to do so could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, comply, and take all reasonable actions to cause all lessees and other Persons operating or occupying its properties to comply with all applicable Environmental Laws and Environmental Permits; obtain and renew all Environmental Permits necessary for its operations and properties; and, in each case to the extent required by Environmental Laws, conduct any investigation, study, sampling and testing, and undertake any cleanup, removal, remedial or other action necessary to remove and clean up all Hazardous Materials from any of its properties, in accordance with the requirements of all Environmental Laws.

SECTION 6.13  Further Assurances. (a)  Promptly upon reasonable request by the Administrative Agent (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Collateral Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates,

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assurances and other instruments as the Administrative Agent may reasonably request from time to time in order to carry out more effectively the purposes of the Collateral Documents.

(b)In the case of any real property referred to in Section 6.11(b), provide the Administrative Agent with Mortgages with respect to such owned real property within thirty (30) days of the acquisition of such real property, together with:

(i)evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Administrative Agent may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property described therein in favor of the Administrative Agent or the Collateral Agent (as appropriate) for the benefit of the Secured Parties and that all filing and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent;

(ii)fully paid American Land Title Association Lender’s Extended Coverage title insurance policies or the equivalent or other form available in each applicable jurisdiction (the “Mortgage Policies”) in form and substance, with endorsements and in amount, reasonably acceptable to the Administrative Agent (not to exceed the value of the real properties covered thereby), issued, coinsured and reinsured by title insurers reasonably acceptable to the Administrative Agent, insuring the Mortgages to be valid subsisting Liens on the property described therein, free and clear of all defects and encumbrances, subject to Liens permitted by Section 7.01, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents) and such coinsurance and direct access reinsurance as the Administrative Agent may reasonably request;

(iii)opinions of local counsel for the Loan Parties in states in which the real properties are located, with respect to the enforceability and perfection of the Mortgages and any related fixture filings in form and substance reasonably satisfactory to the Administrative Agent; and

(iv)such other evidence that all other actions that the Administrative Agent may reasonably deem necessary or desirable in order to create valid and subsisting Liens on the property described in the Mortgages has been taken.

SECTION 6.14  Designation of Subsidiaries. The board of directors of Holdings may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Company and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (and, as a condition precedent to the effectiveness of any such designation, the Company shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) the Company may not be designated as an Unrestricted Subsidiary and, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for

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the purpose of the the New Notes or any Junior Financing, as applicable, and (v) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Company therein at the date of designation in an amount equal to the net book value of the Company’s (as applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time.

SECTION 6.15  Compliance with FDA Laws. Conduct its business in compliance in all material respects with all FDA laws and State Laws applicable to it, except if the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

SECTION 6.16  Compliance with HIPAA and Fraud and Abuse Laws. Conduct its business in compliance in all material respects with all HIPAA and the Federal False Claims Act (31 U.S.C. § 3729), the regulations promulgated pursuant to such federal statute, and related state and local statutes and regulations applicable to it except if the failure to comply therewith could not reasonably be expected to have in a Material Adverse Effect.

ARTICLE VII

Negative Covenants

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder which is accrued and payable shall remain unpaid or unsatisfied (other than Obligations under Secured Hedge Agreements, Cash Management Obligations or contingent indemnification obligations not then due and payable), or any Letter of Credit shall remain outstanding (unless such Letters of Credit shall have been collateralized on terms and conditions reasonably satisfactory to the relevant L/C Issuers following the termination of the Commitments), Holdings and the Company shall not, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly:

SECTION 7.01  Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:

(a)Liens pursuant to any Loan Document;

(b)Liens existing on the date hereof and listed on Schedule 7.01(b) and any modifications, replacements, renewals or extensions thereof; provided that (i) the Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.03, and (B) proceeds and products thereof, and (ii) the renewal, extension or refinancing of the obligations secured or benefited by such Liens is permitted by Section 7.03;

(c)Liens for taxes, assessments or governmental charges which are not overdue for a period of more than thirty (30) days or which are being contested in good faith and

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by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;

(d)statutory Liens of landlords, carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors or other like Liens arising in the ordinary course of business which secure amounts not overdue for a period of more than thirty (30) days or if more than thirty (30) days overdue, are unfiled and no other action has been taken to enforce such Lien or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;

(e)(i) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation and (ii) pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to Holdings, the Company or any Restricted Subsidiary;

(f)deposits to secure the performance of bids, trade contracts, governmental contracts and leases (other than indebtedness for borrowed money), statutory obligations, surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations) incurred in the ordinary course of business;

(g)easements, rights-of-way, restrictions, encroachments, protrusions and other similar encumbrances and minor title defects affecting real property which, in the aggregate, do not in any case materially interfere with the ordinary conduct of the business of the Company and its Restricted Subsidiaries, taken as a whole;

(h)Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h);

(i)Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens attach concurrently with or within two hundred and seventy (270) days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject to such Liens, (ii) such Liens do not at any time encumber any property except for accessions to such property other than the property financed by such Indebtedness and the proceeds and the products thereof and (iii) with respect to Capitalized Leases, such Liens do not at any time extend to or cover any assets (except for accessions to such assets) other than the assets subject to such Capitalized Leases; provided that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender;

(j)leases, licenses, subleases or sublicenses granted to others in the ordinary course of business which do not (i) interfere in any material respect with the business of the Company and its Restricted Subsidiaries, taken as a whole or (ii) secure any Indebtedness;

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(k)Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;

(l)Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business; and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;

(m)Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 7.02(g), (i) or (n) to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien;

(n)Liens on property of any Restricted Subsidiary that is not a Loan Party securing Indebtedness of the applicable Restricted Subsidiary permitted under Section 7.03;

(o)Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (other than by designation as a Restricted Subsidiary pursuant to Section 6.14), in each case after the date hereof (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary); provided that (i) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (ii) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and other than after-acquired property subjected to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), and (iii) the Indebtedness secured thereby is permitted under Section 7.03(e), (g), or (k);

(p)any interest or title of a lessor, sublessor, licensor, sublicensor under leases, subleases, licenses or sublicenses entered into by the Company or any of the Restricted Subsidiaries in the ordinary course of business;

(q)Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Company or any of the Restricted Subsidiaries in the ordinary course of business permitted by this Agreement;

(r)Liens deemed to exist in connection with Investments in repurchase agreements under Section 7.02;

(s)Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness,

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(ii) relating to pooled deposit, sweep accounts, or automatic clearing house accounts of Holdings, the Company or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Holdings, the Company and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of Holdings, the Company or any Restricted Subsidiary in the ordinary course of business;

(t)Liens solely on any cash earnest money deposits made by Holdings, the Company or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder;

(u)(i) Liens placed upon the Equity Interests of any Restricted Subsidiary acquired pursuant to a Permitted Acquisition to secure Indebtedness incurred pursuant to Section 7.03(g) in connection with such Permitted Acquisition and (ii) Liens placed upon the assets of such Restricted Subsidiary and any of its Subsidiaries to secure a Guarantee by such Restricted Subsidiary and its Subsidiaries of any such Indebtedness incurred pursuant to Section 7.03(g);

(v)any modification, replacements, renewals of any Liens permitted by clauses (i), (o) and (u); provided that (i) the Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.03, and (B) proceeds and products thereof, and (ii) the renewal, extension or refinancing of the obligations secured or benefited by such Liens is permitted by Section 7.03;

(w)ground leases or subleases in respect of real property on which facilities owned, leased or subleased by the Company or any of its Subsidiaries are located; and

(x)other Liens securing Indebtedness or other obligations outstanding in an aggregate amount not to exceed $12,500,000.

SECTION 7.02  Investments. Make or hold any Investments, except:

(a)Investments by the Company or a Restricted Subsidiary in assets that were Cash Equivalents when such Investment was made;

(b)loans or advances to officers, directors and employees of Holdings (or any direct or indirect parent thereof), the Company and the Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes of the Borrower and the Restricted Subsidiaries, (ii) in connection with such Person’s purchase of Equity Interests of Holdings (or any direct or indirect parent thereof) (provided that the amount of such loans and advances shall be contributed to the Company in cash as common equity), and (iii) for purposes not described in the foregoing clauses (i) and (ii), in an aggregate principal amount at any time outstanding not exceeding $4,000,000;

(c)Investments (i) by Holdings, the Company or any Restricted Subsidiary in any Loan Party, (ii) by any Restricted Subsidiary that is not a Loan Party in any other such Restricted Subsidiary that is also not a Loan Party, or (iii) by Holdings, the Company or any

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Restricted Subsidiary (A) in any Restricted Subsidiary that is not a Loan Party; provided that the aggregate amount of such Investments by Loan Parties in Restricted Subsidiaries that are not Loan Parties (together with, but without duplication of, (x) the aggregate consideration paid in respect of Permitted Acquisitions of Persons that do not become Loan Parties pursuant to Section 7.02(i)(B) and (y) the aggregate amount of indebtedness of a Restricted Subsidiary who is not a Loan Party incurred pursuant to, and outstanding at any time under, Section 7.03(g) and clause (z) of Section 7.03(h)) shall not exceed $40,000,000 in any fiscal year and $100,000,000 in the aggregate during the term of this Agreement (it being understood that the limitation on Indebtedness described in clause (y) above in any fiscal year shall refer to the amount of Indebtedness incurred in such fiscal year and not the amount of Indebtedness at any time outstanding thereunder) (net of any return representing a return of capital in respect of any such Investment), (B) in any Restricted Subsidiary that is not a Loan Party, constituting an exchange of Equity Interests of such Restricted Subsidiary for Indebtedness of such Restricted Subsidiary or (C) constituting Guarantees of Indebtedness or other monetary obligations of Restricted Subsidiaries that are not Loan Parties owing to any Loan Party;

(d)Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers in the ordinary course of business;

(e)Investments consisting of Liens, Indebtedness, fundamental changes, Dispositions and Restricted Payments permitted under Sections 7.01, 7.03, 7.04, 7.05 and 7.06, respectively;

(f)Investments (i) existing or contemplated on the date hereof and set forth on Schedule 7.02(f) and any modification, replacement, renewal, reinvestment or extension thereof and (ii) existing on the date hereof by Holdings, the Company or any Restricted Subsidiary in the Company or any other Restricted Subsidiary and any modification, renewal or extension thereof; provided that the amount of the original Investment is not increased except by the terms of such Investment or as otherwise permitted by this Section 7.02;

(g)Investments in Swap Contracts permitted under Section 7.03;

(h)promissory notes and other noncash consideration received in connection with Dispositions permitted by Section 7.05;

(i)the purchase or other acquisition of property and assets or businesses of any Person or of assets or Equity Interests in a Person (including as a result of a merger or consolidation and including the Post-Closing Acquisition); provided that, with respect to each purchase or other acquisition made pursuant to this Section 7.02(i) (each, a “Permitted Acquisition”):

(A)subject to clause (B) below, such purchase or acquisition shall result in the issuer of such Equity Interests or the entity acquiring such property, assets or businesses, as the case may be, becoming a Restricted Subsidiary (if such entity is not a Restricted Subsidiary prior thereto) and, to the extent required

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under the Collateral and Guarantee Requirement, a Guarantor, and such purchase or acquisition shall result in the Collateral Agent being granted a security interest in any such Equity Interests or assets so acquired to the extent required by Section 6.11, within the times specified therein;

(B)the aggregate amount of consideration paid in respect of acquisitions of Persons that do not become Loan Parties (together with, but without duplication of, (x) the aggregate amount of all Investments in Restricted Subsidiaries that are not Loan Parties pursuant to Section 7.02(c)(iii)(A) and (y) the aggregate amount of indebtedness of a Restricted Subsidiary who is not a Loan Party incurred pursuant to, and outstanding at any time under, Section 7.03(g) and clause (z) of Section 7.03(h)) shall not exceed $40,000,000 in any fiscal year and $100,000,000 in the aggregate during the term of this Agreement (it being understood that the limitation on Indebtedness described in clause (y) above in any fiscal year shall refer to the amount of Indebtedness incurred in such fiscal year and not the amount of Indebtedness at any time outstanding thereunder) (net of any return representing a return of capital in respect of any such Investment);

(C)the acquired property, assets, business or Person is in the same or related line of business as the Company and its Subsidiaries;

(D)(1) immediately before and immediately after giving Pro Forma Effect to any such purchase or other acquisition, no Default shall have occurred and be continuing and (2) immediately after giving effect to such purchase or other acquisition, the Company and the Restricted Subsidiaries shall be in Pro Forma Compliance with all of the covenants set forth in Section 7.11, such compliance to be determined on the basis of the financial information most recently delivered to the Collateral Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such purchase or other acquisition had been consummated as of the first day of the fiscal period covered thereby and evidenced by a certificate from the Chief Financial Officer of the Company demonstrating such compliance calculation in reasonable detail; and

(E)the Company shall have delivered to the Administrative Agent, on behalf of the Lenders, no later than five (5) Business Days after the date on which any such purchase or other acquisition is consummated, a certificate of a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in this Section 7.02(i) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition;

(j)the Transaction;

(k)Investments in the ordinary course of business consisting of Article 3 endorsements for collection or deposit and Article 4 customary trade arrangements with customers consistent with past practices;

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(l)Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment;

(m)loans and advances to Holdings (or any direct or indirect parent thereof) in lieu of, and not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof), Restricted Payments to the extent permitted to be made to Holdings (or such parent) in accordance with Section 7.06(g), (h) or (i);

(n)so long as immediately after giving effect to any such Investment, no Default has occurred and is continuing and the Company and the Restricted Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.11, other Investments that do not exceed $50,000,000 in the aggregate, net of any return representing return of capital in respect of any such investment and valued at the time of the making thereof; provided that, such amount shall be increased by (i) the Net Cash Proceeds of Permitted Equity Issuances (other than Permitted Equity Issuances made pursuant to Section 8.05) that are Not Otherwise Applied and (ii) if, as of the last day of the immediately preceding Test Period (after giving Pro Forma Effect to such Investments) the Total Leverage Ratio is 5.50:1 or less, the amount of Cumulative Excess Cash Flow that is Not Otherwise Applied;

(o)advances of payroll payments to employees in the ordinary course of business;

(p)Investments to the extent that payment for such Investments is made solely with capital stock of Holdings (or the Company after a Qualifying IPO of the Company);

(q)Investments held by a Restricted Subsidiary acquired after the Closing Date or of a corporation merged into the Company or merged or consolidated with a Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation;

(r)Guarantees by Holdings, the Company or any Restricted Subsidiary of leases (other than Capitalized Leases) or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business; and

(s)loans and advances to independent sales Persons against commissions in an aggregate amount at any time outstanding not to exceed $4,000,000;

provided that no Investment in an Unrestricted Subsidiary that would otherwise be permitted under this Section 7.02 shall be permitted hereunder to the extent that any portion of such Investment is used to make any prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings.

SECTION 7.03  Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except:

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(a)Indebtedness of Holdings, the Company and any of its Subsidiaries under the Loan Documents;

(b)(i) Indebtedness outstanding on the date hereof and listed on Schedule 7.03(b) and any Permitted Refinancing thereof and (ii) intercompany Indebtedness outstanding on the date hereof;

(c)Guarantees by Holdings, the Company and  the Restricted Subsidiaries in respect of Indebtedness of the Company or any Restricted Subsidiary otherwise permitted hereunder; provided that (A) no Guarantee by any Restricted Subsidiary of any Existing Note, New Note, or Junior Financing shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the Obligations substantially on the terms set forth in the Guaranty and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness;

(d)Subject to Section 7.02(c), Indebtedness of Holdings, the Company or any Restricted Subsidiary owing to Holdings, the Company or any other Restricted Subsidiary; provided that, all such Indebtedness of any Loan Party owed to any Person that is not a Loan Party shall be subject to the subordination terms set forth in Section 5.03 of the Security Agreement;

(e)(i) Attributable Indebtedness and other Indebtedness (including Capitalized Leases) financing the acquisition, construction, repair, replacement or improvement of fixed or capital assets; provided that such Indebtedness is incurred concurrently with or within two hundred and seventy (270) days after the applicable acquisition, construction, repair, replacement or improvement, (ii) Attributable Indebtedness arising out of sale-leaseback transactions permitted by Section 7.05(f) and (iii) any Permitted Refinancing of any Indebtedness set forth in the immediately preceding clauses (i) and (ii);

(f)Indebtedness in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodity pricing risks incurred in the ordinary course of business and not for speculative purposes;

(g)Indebtedness of Holdings, the Company and the Restricted Subsidiaries (i) assumed in connection with any Permitted Acquisition or (ii) incurred to finance a Permitted Acquisition, in each case, that is secured only by the assets or business acquired in the applicable Permitted Acquisition (including any acquired Equity Interests) and so long as both immediately prior and after giving effect thereto, (A) no Default shall exist or result therefrom, (B) the Company and the Restricted Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.11, and (C) the aggregate principal amount of such Indebtedness and all Indebtedness resulting from any Permitted Refinancing thereof at any time outstanding pursuant to this paragraph (g) does not exceed $40,000,000; provided that the aggregate amount of Indebtedness of Persons that are not Loan Parties incurred pursuant to, and outstanding at any time under, this clause (g) (and any Permitted Refinancing thereof) and clause (z) of Section 7.03(h) below, when combined with, but without duplication of, the aggregate amount of Investments made pursuant to Section 7.02(c)(iii)(A) and Section 7.02(i)(B), shall not exceed

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$40,000,000 in any fiscal year and $100,000,000 in the aggregate during the term of this Agreement (it being understood that the limitation on Indebtedness described in this proviso shall refer to the amount of Indebtedness incurred in such fiscal year and not the amount of Indebtedness at any time outstanding thereunder);

(h)(i) Indebtedness of Holdings, the Company and the Restricted Subsidiaries (A) assumed in connection with any Permitted Acquisition; provided that (x) such Indebtedness is not incurred in contemplation of such Permitted Acquisition and (y) the aggregate principal amount of all Indebtedness assumed in reliance on this sub-clause (A) (excluding for purposes of the basket calculation in this clause (y), however, any such Indebtedness that is unsecured and subordinated and otherwise satisfies the requirements of clauses (v), (w)(1), (x) and (y) of the proviso below) does not exceed $20,000,000 at any time outstanding, or (B) incurred to finance a Permitted Acquisition and (ii) any Permitted Refinancing of either of the foregoing; provided, in each case that such Indebtedness and all Indebtedness resulting from any Permitted Refinancing thereof (v) is unsecured or is subordinated to the Obligations on terms no less favorable to the Lenders than the subordination terms set forth in the Senior Subordinated Notes Indenture as of the Closing Date, (w) both immediately prior and after giving effect thereto, (1) no Default shall exist or result therefrom and, (2) the Company and the Restricted Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.11, (x) matures after, and does not require any scheduled amortization or other scheduled payments of principal prior to, the Maturity Date of the Term Loans (it being understood that such Indebtedness may have mandatory prepayment, repurchase or redemptions provisions satisfying the requirement of clause (y) hereof), (y) has terms and conditions (other than interest rate, redemption premiums and subordination terms), taken as a whole, that are not materially less favorable to the Company as the terms and conditions of the New Notes as of the Closing Date; provided that a certificate of a Responsible Officer delivered to the Administrative Agent at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Company has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Administrative Agent notifies the Company within such five Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees); and (z) with respect to such Indebtedness described in the immediately preceding clause (B), such Indebtedness is either incurred by the Company or a Guarantor or, if such Indebtedness is incurred by a Restricted Subsidiary that is not a Loan Party, the aggregate amount of such Indebtedness of Persons that are not Loan Parties incurred pursuant to, and outstanding at any time under, this clause (z) (and any Permitted Refinancing thereof) and Section 7.03(g) shall not exceed, when combined with, but without duplication of, the aggregate amount of Investments made pursuant to Section 7.02(c)(iii)(A) and Section 7.02(i)(B), $40,000,000 in any fiscal year and $100,000,000 in the aggregate during the term of this Agreement (it being understood that the limitation on Indebtedness described in this clause (z) shall refer to the amount of Indebtedness incurred in such fiscal year and not the amount of Indebtedness at any time outstanding thereunder);

(i)Indebtedness representing deferred compensation to employees of Holdings (or any direct or indirect parent thereof), the Company and the Restricted Subsidiaries incurred in the ordinary course of business;

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(j)Indebtedness to current or former officers, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of Holdings (or any direct or indirect parent thereof) permitted by Section 7.06;

(k)Indebtedness incurred by Holdings, the Company or the Restricted Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition constituting indemnification obligations or obligations in respect of purchase price or other similar adjustments;

(l)Indebtedness consisting of obligations of Holdings, the Company or the Restricted Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with the Transaction and Permitted Acquisitions or any other Investment expressly permitted hereunder;

(m)Cash Management Obligations and other Indebtedness in respect of netting services, overdraft protections, automatic clearinghouse arrangements and similar arrangements in each case in connection with deposit accounts;

(n)Indebtedness in an aggregate principal amount not to exceed $50,000,000 at any time outstanding;

(o)Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business;

(p)Indebtedness incurred by the Company or any of the Restricted Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that any reimbursement obligations in respect thereof are reimbursed within 30 days following the incurrence thereof;

(q)obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Company or any of the Restricted Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent with past practice;

(r)unsecured Indebtedness of Holdings (“Permitted Holdings Debt”) (i) that is not subject to any Guarantee by the Company or any Restricted Subsidiary, (ii) that will not mature prior to the date that is ninety-one (91) days after the Maturity Date of the Term Loans, (iii) that has no scheduled amortization or payments of principal (it being understood that such Indebtedness may have mandatory prepayment, repurchase or redemption provisions satisfying the requirements of clause (v) hereof), (iv) that does not require any payments in cash of interest or other amounts in respect of the principal thereof prior to the date that is ninety-one (91) days after the Maturity Date of the Term Loans, and (v) that has mandatory prepayment, repurchase or redemption, covenant, default and remedy provisions customary for senior discount notes of an

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issuer that is the parent of a borrower under senior secured credit facilities, and in any event, with respect to covenant, default and remedy provisions, no more restrictive than those set forth in the Senior Subordinated Notes Indenture as of the Closing Date, taken as a whole (other than provisions customary for senior discount notes of a holding company); provided that a certificate of a Responsible Officer delivered to the Administrative Agent at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Company has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Administrative Agent notifies the Company within such five Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees); provided, further, that any such Indebtedness shall constitute Permitted Holdings Debt only if (1) both before and after giving effect to the issuance or incurrence thereof, no Default shall have occurred and be continuing and (2) the Company and the Restricted Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.11 (it being understood that any capitalized or paid-in-kind or accreted principal on such Indebtedness is not subject to this proviso);

(s)Indebtedness supported by a Letter of Credit, in a principal amount not to exceed the face amount of such Letter of Credit;

(t)Indebtedness in respect of the New Notes and any Permitted Refinancing thereof; and

(u)all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (t) above.

SECTION 7.04  Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that:

(a)any Restricted Subsidiary may merge with (i) the Company (including a merger, the purpose of which is to reorganize the Company into a new jurisdiction); provided that (x) the Company shall be the continuing or surviving Person and such merger does not result in the Company ceasing to be incorporated under the Laws of the United States, any state thereof or the District of Columbia, or (ii) any one or more other Restricted Subsidiaries; provided that when any Restricted Subsidiary that is a Loan Party is merging with another Restricted Subsidiary, a Loan Party shall be the continuing or surviving Person;

(b)(i) any Subsidiary that is not a Loan Party may merge or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary may liquidate or dissolve or change its legal form if (x) Holdings or the Company determines in good faith that such action is in the best interests of Holdings or the Company and its Subsidiaries and if not materially disadvantageous to the Lenders and (y) to the extent such Restricted Subsidiary is a Loan Party, any assets or business not otherwise disposed of or transferred in accordance with

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Section 7.02 or 7.05 or, in the case of any such business, discontinued, shall be transferred to or otherwise owned or conducted by another Loan Party after giving effect to such liquidation or dissolution;

(c)any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor or the Company, then (i) the transferee must either be the Company or a Guarantor or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03, respectively;

(d)so long as no Default exists or would result therefrom, the Company may merge or consolidate with any other Person; provided that (i) the Company shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not the Company (any such Person, the “Successor Company”), (A) the Successor Company shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Company shall expressly assume all the obligations of the Company under this Agreement and the other Loan Documents to which the Company is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guaranty confirmed that its Guarantee shall apply to the Successor Company’s obligations under this Agreement, (D) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Security Agreement confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under this Agreement, (E) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under this Agreement, and (F) the Company shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document preserves the enforceability of this Agreement, the Guaranty and the Collateral Documents and the perfection of the Liens under the Collateral Documents; provided, further, that if the foregoing are satisfied, the Successor Company will succeed to, and be substituted for, the Company under this Agreement;

(e)so long as no Default exists or would result therefrom, any Restricted Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided that the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Restricted Subsidiaries, shall have complied with the requirements of Section 6.11;

(f)so long as no Default exists or would result therefrom, a merger, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 7.05.

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SECTION 7.05  Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:

(a)Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions of property no longer used or useful in the conduct of the business of the Company and the Restricted Subsidiaries;

(b)Dispositions of inventory and immaterial assets in the ordinary course of business;

(c)Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property;

(d)Dispositions of property to the Company or to a Restricted Subsidiary; provided that if the transferor of such property is a Guarantor or the Company (i) the transferee thereof must either be the Company or a Guarantor or (ii) to the extent such transaction constitutes an Investment, such transaction is permitted under Section 7.02;

(e)Dispositions permitted by Sections 7.04 and 7.06 and Liens permitted by Section 7.01;

(f)Dispositions of property pursuant to sale-leaseback transactions; provided that (i) with respect to such property owned by the Company and its Restricted Subsidiaries on the Closing Date, the fair market value of all property so Disposed of after the Closing Date (taken together with the aggregate book value of all property Disposed of pursuant to Section 7.05(k)) shall not exceed 5.0% of Total Assets and (ii) with respect to such property acquired by the Company or any Restricted Subsidiary after the Closing Date, the applicable sale-leaseback transaction occurs within two hundred and seventy (270) days after the acquisition or construction (as applicable) of such property;

(g)Dispositions of Cash Equivalents;

(h)Dispositions of accounts receivable in connection with the collection or compromise thereof;

(i)leases, subleases, licenses or sublicenses (including the provision of software under an open source license), in each case in the ordinary course of business and which do not materially interfere with the business of Holdings, the Company and the Restricted Subsidiaries, taken as a whole;

(j)transfers of property subject to Casualty Events upon receipt of the Net Cash Proceeds of such Casualty Event;

(k)Dispositions of property not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Default exists), no Default shall exist or would result from such Disposition, (ii) the aggregate book value of all property

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Disposed of in reliance on this clause (k) (taken together with the aggregate fair market value of all property Disposed of pursuant to Section 7.05(f)) shall not exceed 5.0% of Total Assets and (iii) with respect to any Disposition pursuant to this clause (k) for a purchase price in excess of $5,000,000, the Company or a Restricted Subsidiary shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Section 7.01(r) and clauses (i) and (ii) of Section 7.01(s)); provided, however, that for the purposes of this clause (iii), (A) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Company or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Company and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Company or such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition and (C) any Designated Non-Cash Consideration received by the Company or such Restricted Subsidiary in respect of such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not in excess of 1.5% of Total Assets at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash;

(l)Dispositions listed on Schedule 7.05(l); and

(m)Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements.

provided that any Disposition of any property pursuant to this Section 7.05 (except pursuant to Sections 7.05(e) and except for Dispositions from a Loan Party to another Loan Party), shall be for no less than the fair market value of such property at the time of such Disposition. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than Holdings, the Company or any Restricted Subsidiary, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent or the Collateral Agent, as applicable, shall be authorized to take any actions deemed appropriate in order to effect the foregoing.

SECTION 7.06  Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, except:

(a)each Restricted Subsidiary may make Restricted Payments to the Company and to other Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to the Company and any other Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests);

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(b)Holdings, the Company and each Restricted Subsidiary may declare and make Restricted Payments payable solely in the Equity Interests (other than Disqualified Equity Interests not otherwise permitted by Section 7.03) of such Person;

(c)Restricted Payments made on the Closing Date to consummate the Transaction;

(d)to the extent constituting Restricted Payments, Holdings, the Company and the Restricted Subsidiaries may enter into and consummate transactions expressly permitted by any provision of Section 7.02, 7.04 or 7.08 other than Section 7.08(f);

(e)repurchases of Equity Interests in Holdings (or any direct or indirect parent thereof), the Company or any Restricted Subsidiary deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

(f)Holdings (or the Company after a Qualifying IPO of the Company) may pay (or make Restricted Payments to allow any direct or indirect parent thereof to pay) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of Holdings (or of any such parent of Holdings or of the Company after a Qualifying IPO of the Company) by any future, present or former employee or director of Holdings (or any direct or indirect parent of Holdings) or any of its Subsidiaries pursuant to any employee or director equity plan, employee or director stock option plan or any other employee or director benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee or director of Holdings or any of its Subsidiaries; provided that the aggregate amount of Restricted Payments made pursuant to this clause (f) shall not exceed $5,000,000 in any calendar year (which shall increase to $10,000,000 subsequent to the consummation of a Qualifying IPO) (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of $10,000,000 in any calendar year or $20,000,000 subsequent to the consummation of a Qualifying IPO, respectively);

(g)the Company and its Restricted Subsidiaries may make Restricted Payments to Holdings:

(i)the proceeds of which will be used to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) the tax liability to each relevant jurisdiction in respect of consolidated, combined, unitary or affiliated returns for the relevant jurisdiction of Holdings (or such parent) attributable to Holdings, the Company or its Subsidiaries determined as if the Company and its Subsidiaries filed separately;

(ii)the proceeds of which shall be used by Holdings to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business, in an aggregate amount not to exceed $2,000,000 in any fiscal year plus any reasonable and customary indemnification claims made by directors

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or officers of Holdings (or any parent thereof) attributable to the ownership or operations of the Company and its Subsidiaries;

(iii)the proceeds of which shall be used by Holdings to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) management and monitoring fees to the extent permitted by Section 7.08(e) and related indemnities and reasonable expenses and franchise taxes and other fees, taxes and expenses required to maintain its (or any of its direct or indirect parents’) corporate existence;

(iv)the proceeds of which shall be used by Holdings to make Restricted Payments permitted by this Section 7.06;

(v)to finance any Investment permitted to be made pursuant to Section 7.02; provided that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (B) Holdings shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) to be contributed to the Company or its Restricted Subsidiaries or (2) the merger (to the extent permitted in Section 7.04) of the Person formed or acquired into the Company or its Restricted Subsidiaries in order to consummate such Permitted Acquisition, in each case, in accordance with the requirements of Section 6.11; and

(vi)the proceeds of which shall be used by Holdings to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to pay) fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering permitted by this Agreement;

(h)in addition to the foregoing Restricted Payments and so long as no Default shall have occurred and be continuing or would result therefrom, the Company may make additional Restricted Payments to Holdings the proceeds of which may be utilized by Holdings to make additional Restricted Payments, in an aggregate amount, together with the aggregate amount of (1) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings made pursuant to Section 7.13(a)(v) and (2) loans and advances to Holdings made pursuant to Section 7.02(m) in lieu of Restricted Payments permitted by this clause (i), not to exceed the sum of (i) $5,000,000, (ii) the aggregate amount of the Net Cash Proceeds of Permitted Equity Issuances (other than Permitted Equity Issuances made pursuant to Section 8.05) that are Not Otherwise Applied and (iii) if the Total Leverage Ratio as of the last day of the immediately preceding Test Period (after giving Pro Forma Effect to such additional Restricted Payments) is 5.50:1 or less, the amount of Cumulative Excess Cash Flow that is Not Otherwise Applied. For the purpose of this Agreement, “Cumulative Excess Cash Flow” means the sum of Excess Cash Flow (but not less than zero in any period) for the fiscal year ending on December 31, 2007 and Excess Cash Flow for each succeeding and completed fiscal year; and

(i)Holdings or the Company may make Restricted Payments with the proceeds of the issuance of Indebtedness of Holdings.

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SECTION 7.07  Change in Nature of Business. Engage in any material line of business substantially different from those lines of business conducted by the Company and the Restricted Subsidiaries on the date hereof or any business reasonably related or ancillary thereto.

SECTION 7.08  Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Company, whether or not in the ordinary course of business, other than (a) transactions among Loan Parties or any Restricted Subsidiary or any entity that becomes a Restricted Subsidiary as a result of such transaction, (b) on terms substantially as favorable to Holdings, the Company or such Restricted Subsidiary as would be obtainable by Holdings (or any direct or indirect parent thereof), the Company or such Restricted Subsidiary at the time in a comparable arm’s-length transaction with a Person other than an Affiliate, (c) the payment of fees and expenses related to the Transaction, (d) the issuance of Equity Interests to the management of Holdings, the Company or any of its Subsidiaries in connection with the Transaction, (e) the payment of management and monitoring fees to the Sponsors in an aggregate amount in any fiscal year not to exceed the amount permitted to be paid pursuant to the Sponsor Management Agreement as in effect on the date hereof and any Sponsor Termination Fees not to exceed the amount set forth in the Sponsor Management Agreement as in effect on the date hereof and related indemnities and reasonable expenses, (f) equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests by Holdings (or any direct or indirect parent thereof) permitted under Section 7.06, (g) loans and other transactions by Holdings, the Company and the Restricted Subsidiaries to the extent permitted under Article 7, (h) employment and severance arrangements between Holdings (or any direct or indirect parent thereof), the Company and the Restricted Subsidiaries and their respective directors, officers and employees in the ordinary course of business of Holdings, the Company and the Restricted Subsidiaries, (i) payments by Holdings (and any direct or indirect parent thereof), the Company and the Restricted Subsidiaries pursuant to the tax sharing agreements among Holdings (and any such parent thereof), the Company and the Restricted Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Company and the Restricted Subsidiaries, (j) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, officers and employees of Holdings (or any direct or indirect parent thereof), the Company and the Restricted Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of Holdings (or such parent thereof), the Company and the Restricted Subsidiaries, (k) transactions pursuant to permitted agreements in existence on the Closing Date and set forth on Schedule 7.08 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect, (l) dividends, redemptions and repurchases permitted under Section 7.06, and (m) customary payments by Holdings (or any direct or indirect parent thereof), the Company and any Restricted Subsidiaries to the Sponsors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions or divestitures), which payments are approved by the majority of the members of the board of directors or a majority of the disinterested members of the board of directors of Holdings (or any direct or indirect parent thereof) or the Company, in good faith.

SECTION 7.09  Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability of (a) any Restricted Subsidiary of the Company that is not a Guarantor to make Restricted Payments to the Company or any Guarantor or (b) the Company or any Loan Party to

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create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Secured Parties with respect to the Facilities and the Obligations or under the Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (x) exist on the date hereof and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of the Company, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of the Company; provided, further, that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 6.14, (iii) represent Indebtedness of a Restricted Subsidiary of the Company which is not a Loan Party which is permitted by Section 7.03, (iv) arise in connection with any Disposition permitted by Section 7.05, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in the ordinary course of business, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness (and excluding in any event any Indebtedness constituting any Junior Financing), (vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(e) or 7.03(g) to the extent that such restrictions apply only to the property or assets securing such Indebtedness or, in the case of Indebtedness incurred pursuant to Section 7.03(g) only, to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Company or any Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business and (xii) are imposed by Law or by any Governmental Authority.

SECTION 7.10  Use of Proceeds. Use the proceeds of any Credit Extension, whether directly or indirectly, in a manner inconsistent with the uses set forth in the preliminary statements to this Agreement.

SECTION 7.11  Financial Covenants. (a)  Total Leverage Ratio. Permit the Total Leverage Ratio as of the last day of any Test Period (beginning with the Test Period ending on June 30, 2007) to be greater than the ratio set forth below opposite the last day of such Test Period:

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Fiscal Year	First Quarter End	Second Quarter End	Third Quarter End	Fourth Quarter End
2007	—	8.00:1	8.00:1	8.00:1
2008	8.00:1	7.50:1	7.50:1	7.25:1
2009	7.25:1	6.50:1	6.50:1	6.50:1
2010	6.50:1	5.50:1	5.50:1	5.50:1
2011	5.50:1	4.75:1	4.75:1	4.75:1
2012	4.75:1	4.75:1	4.75:1	4.75:1
2013	4.75:1	4.75:1	4.75:1	4.75:1

(b)Interest Coverage Ratio. Permit the Interest Coverage Ratio for any Test Period (beginning with the Test Period ending on June 30, 2007) to be less than the ratio set forth below opposite the last day of such Test Period:

Fiscal Year	First Quarter End	Second Quarter End	Third Quarter End	Fourth Quarter End
2007	—	1.25:1	1.25:1	1.25:1
2008	1.35:1	1.35:1	1.50:1	1.50:1
2009	1.50:1	1.60:1	1.60:1	1.60:1
2010	1.60:1	1.70:1	1.70:1	1.70:1
2011	1.70:1	1.80:1	1.80:1	1.80:1
2012	1.80:1	1.80:1	1.80:1	1.80:1
2013	1.80:1	1.80:1	1.80:1	1.80:1

SECTION 7.12  Accounting Changes. Make any change in fiscal year; provided, however, that the Company may, upon written notice to the Administrative Agent, change its fiscal year to any other fiscal year reasonably acceptable to the Administrative Agent, in which case, the Company and the Administrative Agent will, and are hereby authorized by the Lenders to, make any adjustments to this Agreement that are necessary to reflect such change in fiscal year.

SECTION 7.13  Prepayments, Etc. of Indebtedness. (a)  Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled interest shall be permitted) the Senior Subordinated Notes, any subordinated Indebtedness incurred under Section 7.03(h) or any other Indebtedness that is required to be subordinated to the Obligations pursuant to the terms of the Loan Documents (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) the refinancing thereof with the Net Cash Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if applicable, is permitted pursuant to Section 7.03(h)), to the extent not required to prepay any Loans or Facility pursuant to Section 2.05(b), or of any Indebtedness of Holdings, (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of the Company or any Restricted Subsidiary to the Company or any Restricted Subsidiary to the extent permitted by the Collateral Documents and (iv) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount, together with the aggregate amount of (1) Restricted Payments made pursuant to Section 7.06(h) and (2) loans and advances to Holdings made pursuant to Section 7.02(m), not to exceed the sum of (i) $5,000,000, (ii) the amount of the Net Cash Proceeds of Permitted Equity Issuances (other than Permitted Equity Issuances made

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pursuant to Section 8.05) made within eighteen (18) months prior thereto that are Not Otherwise Applied and (iii) if, as of the last day of the immediately preceding Test Period (after giving Pro Forma Effect to such prepayments, redemptions, purchases, defeasances and other payments) the Total Leverage Ratio is 5.50:1 or less, the amount of Cumulative Excess Cash Flow that is Not Otherwise Applied.

(b)Amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation.

SECTION 7.14  Equity Interests of the Company and Restricted Subsidiaries. Permit any Domestic Subsidiary that is a Restricted Subsidiary to be a non-wholly owned Subsidiary, except (i) as a result of or in connection with a dissolution, merger, consolidation or Disposition of a Restricted Subsidiary permitted by Section 7.04, 7.05 or an Investment in any Person permitted under Section 7.02 or (ii) so long as such Restricted Subsidiary continues to be a Guarantor.

SECTION 7.15  Holding Company. In the case of Holdings,  conduct, transact or otherwise engage in any business or operations other than (i) its ownership of the Equity Interests of the Company, (ii) the maintenance of its legal existence, including the ability to incur fees, costs and expenses relating to such maintenance, (iii) participating in tax, accounting and other administrative matters as a member of the consolidated group of Encore Medical, Holdings and the Company, (iv) the performance of the Loan Documents, (v) any public offering of its common stock or any other issuance of its Equity Interests not prohibited by Article 7, including incurring the costs, fees and expenses related thereto, (vi) any transaction that Holdings is permitted to enter into or consummate under this Article 7, including making any Restricted Payment permitted by Section 7.06 or holding any cash received in connection with Restricted Payments made by the Company in accordance with Section 7.06 pending application thereof by Holdings in the manner contemplated by Section 7.06, (vii) incurring fees, costs and expenses relating to overhead and general operations including professional fees for legal, tax and accounting issues, (viii) providing indemnification to officers and directors and as otherwise permitted in Article 7 and (ix) activities incidental to the businesses or activities described in clauses (i) to (viii) of this Section 7.15.

SECTION 7.16  Capital Expenditures.

(a)Make any Capital Expenditure except for Capital Expenditures not exceeding, in the aggregate for the Company and the Restricted Subsidiaries during each fiscal year set forth below (or in the case of fiscal year 2006, during the fourth quarter of such fiscal year), the amount set forth opposite such fiscal year or fiscal quarter, as the case may be:

Fiscal Year	Amount
4th Quarter 2006	$		4,100,000
2007	$		17,500,000
2008	$		19,400,000
2009	$		21,400,000
2010	$	23,600,000
2011	$	26,000,000
2012	$	27,900,000
2013	$	29,300,000

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; provided that the amount of Capital Expenditures permitted to be made in respect of any fiscal year or fiscal quarter, as the case may be, shall be increased after the consummation of any Permitted Acquisition in an amount equal to 7.5% of the pro forma aggregate consolidated revenues of the Acquired Entity or Business so acquired during the fiscal year or fiscal quarter, as the case may be, of such Acquired Entity or Business beginning after such Permitted Acquisition (such amount, the “Acquired Annual Capital Expenditure Amount”).

(b)Notwithstanding anything to the contrary contained in clause (a) above, to the extent that the aggregate amount of Capital Expenditures made by the Company and the Restricted Subsidiaries in any fiscal year or in any fiscal quarter, as the case may be, pursuant to Section 7.16(a) is less than the maximum amount of Capital Expenditures permitted by Section 7.16(a) with respect to such fiscal year or such fiscal quarter, as the case may be, the amount of such difference (the “Rollover Amount”) may be carried forward and used to make Capital Expenditures in the two succeeding fiscal years; provided that Capital Expenditures in any fiscal year shall be counted against the base amount set forth in Section 7.16(a) with respect to such fiscal year prior to being counted against any Rollover Amount available with respect to such fiscal year.

ARTICLE VIII

Events Of Default and Remedies

SECTION 8.01  Events of Default. Any of the following shall constitute an Event of Default:

(a)Non-Payment. The Company or any other Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan, or (ii) within five (5) Business Days after the same becomes due, any interest on any Loan or any other amount payable hereunder or with respect to any other Loan Document; or

(b)Specific Covenants. The Company fails to perform or observe any term, covenant or agreement contained in any of Sections 6.03(a) or 6.05(a) (solely with respect to Holdings and the Company) or Article 7; provided that any Event of Default under Section 7.11 is subject to cure as contemplated by Section 8.05; or

(c)Other Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in Section 8.01(a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues unremedied for thirty (30) days after receipt by the Company of written notice thereof from the Administrative Agent; or

(d)Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the Company or any

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other Loan Party herein, in any other Loan Document, or in any document required to be delivered in connection herewith or therewith shall be incorrect or misleading in any material respect when made or deemed made; or

(e)Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount of not less than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness or any other event occurs (other than, with respect to Indebtedness consisting of Swap Agreements, termination events or equivalent events pursuant to the terms of such Swap Agreements), the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that this clause (e)(B) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; or

(f)Insolvency Proceedings, Etc. Any Loan Party or any of the Restricted Subsidiaries institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for sixty (60) calendar days, or an order for relief is entered in any such proceeding; or

(g)Attachment. Any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of the Loan Parties, taken as a whole, and is not released, vacated or fully bonded within sixty (60) days after its issue or levy; or

(h)Judgments. There is entered against any Loan Party or any Restricted Subsidiary a final judgment or order for the payment of money in an aggregate amount exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer has been notified of such judgment or order and has not denied  coverage) and such judgment or order shall not have been satisfied, vacated, discharged or stayed or bonded pending an appeal for a  period of sixty (60) consecutive days; or

(i)ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of

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any Loan Party under Title IV of ERISA in an aggregate amount which could reasonably be expected to result in a Material Adverse Effect, or (ii) any Loan Party or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount which could reasonably be expected to result in a Material Adverse Effect; or

(j)Invalidity of Loan Documents. Any material provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder (including as a result of a transaction permitted under Section 7.04 or 7.05) or as a result of acts or omissions by the Administrative Agent or any Lender or the satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Loan Party contests in writing the validity or enforceability of any provision of any Loan Document; or any Loan Party denies in writing that it has any further liability or obligation under any Loan Document (other than as a result of repayment in full of the Obligations and termination of the Aggregate Commitments), or purports in writing to revoke or rescind any Loan Document; or

(k)Change of Control. There occurs any Change of Control; or

(l)Collateral Documents. (i) Any Collateral Document after delivery thereof pursuant to Section 4.01 or 6.11 shall for any reason (other than pursuant to the terms thereof including as a result of a transaction permitted under Section 7.04 or 7.05) cease to create a valid and perfected lien, with the priority required by the Collateral Documents, (or other security purported to be created on the applicable Collateral) on and security interest in any material portion of the Collateral purported to be covered thereby, subject to Liens permitted under Section 7.01, except to the extent that any such loss of perfection or priority results from the failure of the Administrative Agent or the Collateral Agent to maintain possession of certificates actually delivered to it representing securities pledged under the Collateral Documents or to file Uniform Commercial Code continuation statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage, or (ii) any of the Equity Interests of the Company ceasing to be pledged pursuant to the Security Agreement free of Liens other than Liens created by the Security Agreement or any nonconsensual Liens arising solely by operation of Law; or

(m)Junior Financing Documentation. (i) Any of the Obligations of the Loan Parties under the Loan Documents for any reason shall cease to be “Senior Indebtedness” (or any comparable term) or “Senior Secured Financing” (or any comparable term) under, and as defined in any Junior Financing Documentation or (ii) the subordination provisions set forth in any Junior Financing Documentation shall, in whole or in part, cease to be effective or cease to be legally valid, binding and enforceable against the holders of any Junior Financing, if applicable.

SECTION 8.02  Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may and, at the request of the Required Lenders, shall take any or all of the following actions:

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(a)declare the commitment of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated;

(b)declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Company;

(c)require that the Company Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and

(d)exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Law;

provided that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Company under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Company to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

SECTION 8.03  Exclusion of Immaterial Subsidiaries. Solely for the purpose of determining whether a Default has occurred under clause (f) or (g) of Section 8.01, any reference in any such clause to any Restricted Subsidiary or Loan Party shall be deemed not to include any Restricted Subsidiary affected by any event or circumstances referred to in any such clause that did not, as of the last day of the most recent completed fiscal quarter of the Company, have assets with a value in excess of 5% of the consolidated total assets of the Company and the Restricted Subsidiaries and did not, as of the four quarter period ending on the last day of such fiscal quarter, have revenues exceeding 5% of the total revenues of the Company and the Restricted Subsidiaries (it being agreed that all Restricted Subsidiaries affected by any event or circumstance referred to in any such clause shall be considered together, as a single consolidated Restricted Subsidiary, for purposes of determining whether the condition specified above is satisfied).

SECTION 8.04  Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order:

First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article 3) payable to the Administrative Agent in its capacity as such;

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Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including Attorney Costs payable under Section 10.05 and amounts payable under Article 3), ratably among them in proportion to the amounts described in this clause Second payable to them;

Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and L/C Borrowings, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them;

Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, the Swap Termination Value under Secured Hedge Agreements and the Cash Management Obligations, ratably among the Lenders and the other Secured Parties in proportion to the respective amounts described in this clause Fourth held by them;

Fifth, to the Administrative Agent for the account of the L/C Issuers, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit;

Sixth, to the payment of all other Obligations of the Loan Parties that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and

Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Company or as otherwise required by Law.

Subject to Section 2.03(c) and to the extent an Event of Default shall be continuing at such time, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Company.

SECTION 8.05  Company’s Right to Cure. (a)  Notwithstanding anything to the contrary contained in Section 8.01, in the event of any Event of Default under any covenant set forth in Section 7.11 and until the expiration of the tenth (10th) day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, Holdings (or any direct or indirect parent of Holdings) or the Company may engage in a Permitted Equity Issuance to any of the Equity Investors and apply the amount of the Net Cash Proceeds thereof to increase Consolidated EBITDA with respect to such applicable quarter; provided that such Net Cash Proceeds (i) are actually received by the Company (including through capital contribution of such Net Cash Proceeds to the Company) no later than ten (10) days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, (ii) are Not Otherwise Applied, and (iii) do not exceed the aggregate amount necessary to cure such Event of Default under Section 7.11 for any applicable period.

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The parties hereby acknowledge that this Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.11 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence.

(b)In each period of four fiscal quarters, there shall be at least two (2) consecutive fiscal quarters in which no cure set forth in Section 8.05(a) is made.

ARTICLE IX

Administrative Agent and Other Agents

SECTION 9.01  Appointment and Authorization of Agents. (a)  Each Lender hereby irrevocably appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, the Administrative Agent shall have no duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

(b)Each L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each such L/C Issuer shall have all of the benefits and immunities (i) provided to the Agents in this Article 9 with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Agent” as used in this Article 9 and in the definition of “Agent-Related Person” included such L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to such L/C Issuer.

(c)The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (in its capacities as a Lender, Swing Line Lender (if applicable), L/C Issuer (if applicable) and a potential Hedge Bank) hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of (and to hold any security interest created by the Collateral Documents for and on behalf of or on trust for) such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” (and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent

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pursuant to Section 9.02 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article 9 (including, Section 9.07, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

(d)Except as provided in Sections 9.09 and 9.11, the provisions of this Article IX are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuer, and neither the Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions.

SECTION 9.02  Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Loan Document (including for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents or of exercising any rights and remedies thereunder) by or through agents, employees or attorneys-in-fact including for the purpose of any Borrowings, such sub-agents as shall be deemed necessary by the Administrative Agent and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or sub-agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct (as determined in the final judgment of a court of competent jurisdiction).

SECTION 9.03  Liability of Agents. No Agent-Related Person shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by any Loan Party or any officer thereof, contained herein or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or the perfection or priority of any Lien or security interest created or purported to be created under the Collateral Documents, or for any failure of any Loan Party or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party or any Affiliate thereof.

SECTION 9.04  Reliance by Agents. (a)  Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Party),

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independent accountants and other experts selected by such Agent. Each Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders.

(b)For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

SECTION 9.05  Notice of Default. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default, except with respect to defaults in the payment of principal, interest and fees required to be paid to the Administrative Agent for the account of the Lenders, unless the Administrative Agent shall have received written notice from a Lender or the Company referring to this Agreement, describing such Default and stating that such notice is a “notice of default.”  The Administrative Agent will notify the Lenders of its receipt of any such notice. The Administrative Agent shall take such action with respect to any Event of Default as may be directed by the Required Lenders in accordance with Article 8; provided that unless and until the Administrative Agent has received any such direction, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Event of Default as it shall deem advisable or in the best interest of the Lenders.

SECTION 9.06  Credit Decision; Disclosure of Information by Agents. Each Lender acknowledges that no Agent-Related Person has made any representation or warranty to it, and that no act by any Agent hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Company and the other Loan Parties hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement

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and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Company and the other Loan Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by any Agent herein, such Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person.

SECTION 9.07  Indemnification of Agents. Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of any Loan Party and without limiting the obligation of any Loan Party to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities incurred by it; provided that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities resulting from such Agent-Related Person’s own gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction; provided that no action taken in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Loan Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 9.07. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Liabilities, this Section 9.07 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of the Company. The undertaking in this Section 9.07 shall survive termination of the Aggregate Commitments, the payment of all other Obligations and the resignation of the Administrative Agent.

SECTION 9.08  Agents in their Individual Capacities. Bank of America and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire Equity Interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with each of the Loan Parties and their respective Affiliates as though Bank of America were not the Administrative Agent or an L/C Issuer hereunder and without notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, Bank of America or its Affiliates may receive information regarding any Loan Party or its Affiliates (including information that may be subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge that the Administrative Agent shall be under no obligation to provide such information to them. With respect to its Loans, Bank of America shall have the same rights and powers under this Agreement as any other Lender and may exercise such rights and powers as though it were not the Administrative Agent or an L/C Issuer, and the terms “Lender” and “Lenders” include Bank of America in its individual capacity.

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SECTION 9.09  Successor Agents. The Administrative Agent may resign as the Administrative Agent upon thirty (30) days’ notice to the Lenders and the Company. If the Administrative Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall be consented to by the Company at all times other than during the existence of an Event of Default under Section 8.01(f) or (g) (which consent of the Company shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Company, a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term “Administrative Agent,” shall mean such successor administrative agent and/or supplemental administrative agent, as the case may be, and the retiring Administrative Agent’s appointment, powers and duties as the Administrative Agent shall be terminated. After the retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Article 9 and Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent by the date which is thirty (30) days following the retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Article 9 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent.

SECTION 9.10  Administrative Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Company) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(a)to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the

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reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent under Sections 2.03(h) and (i), 2.09 and 10.04) allowed in such judicial proceeding; and

(b)to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents and their respective agents and counsel, and any other amounts due the Administrative Agent under Sections 2.09 and 10.04.

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

SECTION 9.11  Collateral and Guaranty Matters. The Lenders irrevocably agree:

(a)that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements, (y) Cash Management Obligations and (z) contingent indemnification obligations not yet accrued and payable) and the expiration or termination of all Letters of Credit (unless such Letters of Credit have been collateralized on terms and conditions reasonably satisfactory to the relevant L/C Issuers following termination of the Commitments), (ii) at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any transfer permitted hereunder or under any other Loan Document to any Person other than Holdings, the Company or any Subsidiary Guarantor, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) below;

(b)to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i) or (o);

(c)that any Guarantor shall be automatically released from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder (including as a result of a Guarantor being redesignated as an

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Unrestricted Subsidiary); provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the New Notes or any Junior Financing; and

Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11. In each case as specified in this Section 9.11, the Administrative Agent will (and each Lender irrevocably authorizes the Administrative Agent to), at the Company’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.11.

SECTION 9.12  Other Agents; Arrangers and Managers. (i) None of the Lenders or other Persons identified on the facing page or signature pages of this Agreement as a “syndication agent,” “documentation agent,” “joint bookrunner” or “arranger” (other than as set forth in clause (ii)) shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, none of the Lenders or other Persons so identified shall have or be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders or other Persons so identified in deciding to enter into this Agreement or in taking or not taking action hereunder; and (ii) with respect to the duties of the Arrangers under Sections 2.14, 4.01, 6.02 and 10.02, the Arrangers shall have all rights and powers of the Agent set forth in this Article 9, including, without limitation under Sections 9.01, 9.02, 9.03, 9.04, 9.07 and 9.08.

SECTION 9.13  Appointment of Supplemental Administrative Agents. (a)  It is the purpose of this Agreement and the other Loan Documents that there shall be no violation of any Law of any jurisdiction denying or restricting the right of banking corporations or associations to transact business as agent or trustee in such jurisdiction. It is recognized that in case of litigation under this Agreement or any of the other Loan Documents, and in particular in case of the enforcement of any of the Loan Documents, or in case the Administrative Agent deems that by reason of any present or future Law of any jurisdiction it may not exercise any of the rights, powers or remedies granted herein or in any of the other Loan Documents or take any other action which may be desirable or necessary in connection therewith, the Administrative Agent is hereby authorized to appoint an additional individual or institution selected by the Administrative Agent in its sole discretion as a separate trustee, co-trustee, administrative agent, collateral agent, administrative sub-agent or administrative co-agent (any such additional individual or institution being referred to herein individually as a “Supplemental Administrative Agent” and collectively as “Supplemental Administrative Agents”).

(b)In the event that the Administrative Agent appoints a Supplemental Administrative Agent with respect to any Collateral, (i) each and every right, power, privilege or duty expressed or intended by this Agreement or any of the other Loan Documents to be exercised by or vested in or conveyed to the Administrative Agent with respect to such Collateral shall be exercisable by and vest in such Supplemental Administrative Agent to the extent, and

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only to the extent, necessary to enable such Supplemental Administrative Agent to exercise such rights, powers and privileges with respect to such Collateral and to perform such duties with respect to such Collateral, and every covenant and obligation contained in the Loan Documents and necessary to the exercise or performance thereof by such Supplemental Administrative Agent shall run to and be enforceable by either the Administrative Agent or such Supplemental Administrative Agent, and (ii) the provisions of this Article 9 and of Sections 10.04 and 10.05 that refer to the Administrative Agent shall inure to the benefit of such Supplemental Administrative Agent and all references therein to the Administrative Agent shall be deemed to be references to the Administrative Agent and/or such Supplemental Administrative Agent, as the context may require.

(c)Should any instrument in writing from the Company, Holdings or any other Loan Party be required by any Supplemental Administrative Agent so appointed by the Administrative Agent for more fully and certainly vesting in and confirming to him or it such rights, powers, privileges and duties, the Company or Holdings, as applicable, shall, or shall cause such Loan Party to, execute, acknowledge and deliver any and all such instruments promptly upon request by the Administrative Agent. In case any Supplemental Administrative Agent, or a successor thereto, shall die, become incapable of acting, resign or be removed, all the rights, powers, privileges and duties of such Supplemental Administrative Agent, to the extent permitted by Law, shall vest in and be exercised by the Administrative Agent until the appointment of a new Supplemental Administrative Agent.

ARTICLE X

Miscellaneous

SECTION 10.01  Amendments, Etc. Except as otherwise set forth in this Agreement (including pursuant to Section 2.14), no amendment, modification, supplement or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Company or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Company or the applicable Loan Party, as the case may be, and each such amendment, modification, supplement, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that, no such amendment, modification, supplement, waiver or consent shall:

(a)extend or increase the Commitment of any Lender without the written consent of each Lender directly affected thereby (it being understood that a waiver of any condition precedent set forth in Section 4.02 or the waiver of any Default, mandatory prepayment or mandatory reduction of the Commitments shall not constitute an extension or increase of any Commitment of any Lender);

(b)postpone any date scheduled for, or reduce the amount of, any payment of principal or interest under Section 2.07 or 2.08 without the written consent of each Lender directly affected thereby, it being understood that the waiver of (or amendment to the terms of) any mandatory prepayment of the Term Loans shall not constitute a postponement of any date scheduled for the payment of principal or interest;

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(c)reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iii) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby, it being understood that any change to the definition of Total Leverage Ratio, Interest Coverage Ratio or in the component definitions of each thereof shall not constitute a reduction in the rate; provided that, only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Company to pay interest or Letter of Credit fees at the Default Rate;

(d)change any provision of this Section 10.01, the definition of “Required Lenders” or “Pro Rata Share” or Sections 2.05(b)(vi)(B), 2.06(c), 8.04 or 2.13 without the written consent of each Lender affected thereby;

(e)other than in a transaction permitted under Section 7.04 or 7.05, release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender;

(f)other than in connection with a transaction permitted under Section 7.04 or 7.05, release all or substantially all of the aggregate value of the Guarantees, without the written consent of each Lender;

and provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by each L/C Issuer in addition to the Lenders required above, affect the rights or duties of an L/C Issuer under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent under this Agreement or any other Loan Document; (iv) Section 10.07(h) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification; and (v) the consent of Lenders holding more than 50% of any Class of Commitments shall be required with respect to any amendment that by its terms adversely affects the rights of such Class in respect of payments hereunder in a manner different than such amendment affects other Classes. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender (it being understood that any Commitments or Loans held or deemed held by any Defaulting Lender shall be excluded for a vote of the Lenders hereunder requiring any consent of the Lenders).

Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Company (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents

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with the Term Loans and the Revolving Credit Loans and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders.

In addition, notwithstanding the foregoing, this Agreement may be amended with the written consent of the Administrative Agent, the Company and the Lenders providing Replacement Term Loans (as defined below) to permit the refinancing of all outstanding Term Loans (“Refinanced Term Loans”) with a replacement term loan tranche (“Replacement Term Loans”) hereunder; provided that (a) the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans, (b) the Applicable Rate for such Replacement Term Loans shall not be higher than the Applicable Rate for such Refinanced Term Loans, (c) the Weighted Average Life to Maturity of such Replacement Term Loans shall not be shorter than the Weighted Average Life to Maturity of such Refinanced Term Loans at the time of such refinancing (except to the extent of nominal amortization for periods where amortization has been eliminated as a result of prepayment of the applicable Term Loans) and (d) all other terms applicable to such Replacement Term Loans shall be substantially identical to, or no less favorable to the Lenders providing such Replacement Term Loans than, those applicable to such Refinanced Term Loans, except to the extent necessary to provide for covenants and other terms applicable to any period after the latest final maturity of the Term Loans in effect immediately prior to such refinancing.

Notwithstanding anything to the contrary contained in Section 10.01, in consultation with the Administrative Agent, the Company and the Arrangers may without the input or consent of the Lenders, effect amendments to this Agreement and the other Loan Documents as may be necessary or appropriate in the opinion of the Arrangers to effect the provisions of Section 2.14.

SECTION 10.02  Notices and Other Communications; Facsimile Copies. (a)  General. Unless otherwise expressly provided herein, all notices and other communications provided for hereunder or under any other Loan Document shall be in writing (including by facsimile transmission). All such written notices shall be mailed, faxed or delivered to the applicable address, facsimile number or electronic mail address, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

(i)if to the Company, the Administrative Agent, an L/C Issuer or the Swing Line Lender, to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 10.02 or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to the other parties; and

(ii)if to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to the Company, the Administrative Agent, the L/C Issuers and the Swing Line Lender.

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All such notices and other communications shall be deemed to be given or made upon the earlier to occur of (i) actual receipt by the relevant party hereto and (ii) (A) if delivered by hand or by courier, when signed for by or on behalf of the relevant party hereto; (B) if delivered by mail, four (4) Business Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile, when sent and receipt has been confirmed by telephone; and (D) if delivered by electronic mail (which form of delivery is subject to the provisions of Section 10.02(c)), when delivered; provided that notices and other communications to the Administrative Agent, the L/C Issuers and the Swing Line Lender pursuant to Article 2 shall not be effective until actually received by such Person. In no event shall a voice mail message be effective as a notice, communication or confirmation hereunder.

(b)Effectiveness of Facsimile or other Electronic Documents and Signatures. Loan Documents may be transmitted and/or signed by facsimile or other electronic transmission (i.e. a “pdf” or “tif”). The effectiveness of any such documents and signatures shall, subject to applicable Law, have the same force and effect as manually signed originals and shall be binding on all Loan Parties, the Agents and the Lenders.

(c)Reliance by Agents and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Loan Notices and Swing Line Loan Notices) purportedly given by or on behalf of the Company even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Company shall indemnify each Agent-Related Person and each Lender from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Company in the absence of gross negligence or willful misconduct. All telephonic notices to the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

SECTION 10.03  No Waiver; Cumulative Remedies. No failure by any Lender or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by Law.

SECTION 10.04  Attorney Costs, Expenses and Taxes. The Company agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, Syndication Agent, and the Arrangers for all reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication and execution of this Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of Shearman & Sterling LLP and such local counsel in any material jurisdiction retained with your consent, and (b) to pay or reimburse the Administrative Agent, the

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Syndication Agent, the Arrangers and each Lender for all out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all Attorney Costs of counsel to the Administrative Agent). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees and taxes related thereto. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this Section 10.04 shall be paid within ten (10) Business Days of receipt by the Company of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion.

SECTION 10.05  Indemnification by the Company. Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify and hold harmless each Agent-Related Person, each Lender and their respective Affiliates, directors, officers, employees, counsel, agents, trustees, investment advisors and attorneys-in-fact (collectively, the “Indemnitees”) from and against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (a) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or (c) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Company, any Subsidiary or any other Loan Party, or any Environmental Liability related in any way to the Company, any Subsidiary or any other Loan Party, or (d) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”), in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from the gross negligence or willful misconduct of such Indemnitee or of any Affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnitee. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee or any Loan Party have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or

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after the Closing Date). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, its directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents is consummated. All amounts due under this Section 10.05 shall be paid within ten (10) Business Days after written demand therefor; provided, however, that such Indemnitee shall promptly refund such amount to the extent that there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification or contribution rights with respect to such payment pursuant to the express terms of this Section 10.05. The agreements in this Section 10.05 shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.

SECTION 10.06  Payments Set Aside. To the extent that any payment by or on behalf of the Company is made to any Agent or any Lender, or any Agent or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by such Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share of any amount so recovered from or repaid by any Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect.

SECTION 10.07  Successors and Assigns. (a)  The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither Holdings nor the Company may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee, (ii) by way of participation in accordance with the provisions of Section 10.07(e), (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.07(g) or (iv) to an SPC in accordance with the provisions of Section 10.07(h) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 10.07(e) and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b)(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees (“Assignees”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this Section 10.07(b), participations in L/C Obligations and in Swing

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Line Loans) at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:

(A)the Company; provided that no consent of the Company shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing, any Assignee;

(B)the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment (i) of all or any portion of a Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund or (ii) to an Agent or an Affiliate of an Agent;

(C)each Principal L/C Issuer at the time of such assignment; provided that no consent of the Principal L/C Issuers shall be required for any assignment of a Term Loan or any assignment to an Agent or an Affiliate of an Agent; and

(D)the Swing Line Lender; provided that no consent of the Swing Line Lender shall be required for any assignment of a Term Loan or any assignment to an Agent or an Affiliate of an Agent.

(ii)Assignments shall be subject to the following additional conditions:

(A)except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 (in the case of each Revolving Credit Facility), or $1,000,000 (in the case of a Term Loan) unless each of the Company and the Administrative Agent otherwise consents; provided that (1) no such consent of the Company shall be required if an Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any;

(B)the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 (however, such processing and recordation fee may be waived by the Administrative Agent); and

(C)the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

This paragraph (b) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro rata basis.

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(c)           Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.07(d), from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, 10.04 and 10.05 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, and the surrender by the assigning Lender of its Note, the Company (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause (c) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.07(e).

(d)           The Administrative Agent, acting solely for this purpose as an agent of the Company, shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and related interest amounts) of the Loans, L/C Obligations (specifying the Unreimbursed Amounts), L/C Borrowings and amounts due under Section 2.03, owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Company, the Agents and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Company, any Agent and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(e)           Any Lender may at any time, without the consent of, or notice to, the Company or the Administrative Agent, the L/C Issuers or the Swing Line Lender, sell participations to any Person (other than a natural person) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Company, the Agents and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement or the other Loan Documents; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that directly affects such Participant. Subject to Section 10.07(f), the Company agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had

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acquired its interest by assignment pursuant to Section 10.07(c) but shall not be entitled to recover greater amounts under such Sections than the selling Lender would be entitled to recover. To the extent permitted by applicable Law, each Participant also shall be entitled to the benefits of Section 10.09 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender.

(f)            A Participant shall not be entitled to receive any greater payment under Section 3.01, 3.04 or 3.05 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Company’s prior written consent. A Participant shall not be entitled to the benefits of Section 3.01 unless the Company is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Company, to comply with Section 10.15 as though it were a Lender.

(g)           Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(h)           Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Company (an “SPC”) the option to provide all or any part of any Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. Each party hereto hereby agrees that (i) neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Company under this Agreement (including its obligations under Section 3.01, 3.04 or 3.05), (ii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (iii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Notwithstanding anything to the contrary contained herein, any SPC may (i) with notice to, but without prior consent of the Company and the Administrative Agent and with the payment of a processing fee of $3,500, assign all or any portion of its right to receive payment with respect to any Loan to the Granting Lender and (ii) disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or Guarantee or credit or liquidity enhancement to such SPC.

(i)            Notwithstanding anything to the contrary contained herein, (1) any Lender may in accordance with applicable Law create a security interest in all or any portion of the

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Loans owing to it and the Note, if any, held by it and (2) any Lender that is a Fund may create a security interest in all or any portion of the Loans owing to it and the Note, if any, held by it to the trustee for holders of obligations owed, or securities issued, by such Fund as security for such obligations or securities; provided that unless and until such trustee actually becomes a Lender in compliance with the other provisions of this Section 10.07, (i) no such pledge shall release the pledging Lender from any of its obligations under the Loan Documents and (ii) such trustee shall not be entitled to exercise any of the rights of a Lender under the Loan Documents even though such trustee may have acquired ownership rights with respect to the pledged interest through foreclosure or otherwise.

(j)            Notwithstanding anything to the contrary contained herein, any L/C Issuer or the Swing Line Lender may, upon thirty (30) days’ notice to the Company and the Lenders, resign as an L/C Issuer or the Swing Line Lender, respectively; provided that on or prior to the expiration of such 30-day period with respect to such resignation, the relevant L/C Issuer or the Swing Line Lender shall have identified a successor L/C Issuer or Swing Line Lender reasonably acceptable to the Company willing to accept its appointment as successor L/C Issuer or Swing Line Lender, as applicable. In the event of any such resignation of an L/C Issuer or the Swing Line Lender, the Company shall be entitled to appoint from among the Lenders willing to accept such appointment a successor L/C Issuer or Swing Line Lender hereunder; provided that no failure by the Company to appoint any such successor shall affect the resignation of the relevant L/C Issuer or the Swing Line Lender, as the case may be, except as expressly provided above. If an L/C Issuer resigns as an L/C Issuer, it shall retain all the rights and obligations of an L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If the Swing Line Lender resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c).

SECTION 10.08  Confidentiality. Each of the Agents and the Lenders agrees to maintain the confidentiality of the Information, except that Information may be disclosed (a) to its Affiliates and its and its Affiliates’ directors, officers, employees, trustees, investment advisors and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); (b) to the extent requested by any Governmental Authority; (c) to the extent  required by applicable Laws or regulations or by any subpoena or similar legal process; (d) to any other party to this Agreement; (e) subject to an agreement containing provisions substantially the same as those of this Section 10.08 (or as may otherwise be reasonably acceptable to the Company), to any pledgee referred to in Section 10.07(g), counterparty to a Swap Contract, Eligible Assignee of or Participant in, or any prospective Eligible Assignee of or Participant in, any of its rights or obligations under this Agreement; (f) with the written consent of the Company; (g) to the extent such Information becomes publicly available other than as a result of a breach of this Section 10.08; (h) to any Governmental Authority or examiner (including the National Association of Insurance Commissioners or any other similar organization) regulating any

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Lender; or (i) to any rating agency when required by it (it being understood that, prior to any such disclosure, such rating agency shall undertake to preserve the confidentiality of any Information relating to the Loan Parties received by it from such Lender). In addition, the Agents and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry, and service providers to the Agents and the Lenders in connection with the administration and management of this Agreement, the other Loan Documents, the Commitments, and the Credit Extensions. For the purposes of this Section 10.08, “Information” means all information received from any Loan Party relating to any Loan Party or its business, other than any such information that is publicly available to any Agent or any Lender prior to disclosure by any Loan Party other than as a result of a breach of this Section 10.08; provided that, in the case of information received from a Loan Party after the date hereof, such information is clearly identified at the time of delivery as confidential or (ii) is delivered pursuant to Section 6.01, 6.02 or 6.03 hereof.

SECTION 10.09  Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates is authorized at any time and from time to time, without prior notice to the Company or any other Loan Party, any such notice being waived by the Company (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured. Each Lender agrees promptly to notify the Company and the Administrative Agent in writing after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent and such Lender may have.

SECTION 10.10  Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If any Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Company. In determining whether the interest contracted for, charged, or received by an Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

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SECTION 10.11  Counterparts. This Agreement and each other Loan Document may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by facsimile transmission or other electronic transmission (i.e. a “pdf” or “tif”) of an executed counterpart of a signature page to this Agreement and each other Loan Document shall be effective as delivery of an original executed counterpart of this Agreement and such other Loan Document. The Agents may also require that any such documents and signatures delivered by facsimile transmission or other electronic transmission be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by facsimile transmission or other electronic transmission.

SECTION 10.12  Integration. This Agreement, together with the other Loan Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter. In the event of any conflict between the provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement shall control; provided that the inclusion of supplemental rights or remedies in favor of the Agents or the Lenders in any other Loan Document shall not be deemed a conflict with this Agreement. Each Loan Document was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof.

SECTION 10.13  Survival of Representations and Warranties. All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by each Agent and each Lender, regardless of any investigation made by any Agent or any Lender or on their behalf and notwithstanding that any Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied (other than Obligations under Secured Hedge Agreements, Cash Management Obligations or contingent indemnification obligations not then due and payable) or any Letter of Credit shall remain outstanding.

SECTION 10.14  Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 10.15  Tax Forms. (a)  (i) Each Lender and Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall deliver to the Company and the Administrative Agent, on or prior to the date which is ten (10) Business Days after the Closing Date (or upon accepting an assignment of an interest herein), two duly signed, properly completed copies of either IRS Form W-8BEN or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Company or any other Loan Party pursuant to this Agreement or any other Loan

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Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Company or any other Loan Party pursuant to this Agreement or any other Loan Document) or such other evidence reasonably satisfactory to the Company and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, United States withholding tax, including any exemption pursuant to Section 871(h) or 881(c) of the Code, and in the case of a Foreign Lender claiming such an exemption under Section 881(c) of the Code, a certificate that establishes in writing to the Company and the Administrative Agent that such Foreign Lender is not (i) a “bank” as defined in Section 881(c)(3)(A) of the Code, (ii) a 10-percent stockholder within the meaning of Section 871(h)(3)(B) of the Code, or (iii) a controlled foreign corporation related to the Company with the meaning of Section 864(d) of the Code. Thereafter and from time to time at the request of the Company in writing, each such Foreign Lender shall (A) promptly submit to the Company and the Administrative Agent such additional duly completed and signed copies of one or more of such forms or certificates (or such successor forms or certificates as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States Laws and regulations to avoid, or such evidence as is reasonably satisfactory to the Company and the Administrative Agent of any available exemption from, or reduction of, United States withholding taxes in respect of all payments to be made to such Foreign Lender by the Company or other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a change in the most recent form, certificate or evidence previously delivered by it to the Company and the Administrative Agent and (3) from time to time thereafter if reasonably requested by the Company or the Administrative Agent, and (B) promptly notify the Company and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction.

(ii)           Each Foreign Lender, to the extent it does not act or ceases to act for its own account with respect to any portion of any sums paid or payable to such Foreign Lender under any of the Loan Documents (for example, in the case of a typical participation by such Foreign Lender), shall deliver to the Company and the Administrative Agent on the date when such Foreign Lender ceases to act for its own account with respect to any portion of any such sums paid or payable, and at such other times as may be necessary in the determination of the Company or the Administrative Agent (in either case, in the reasonable exercise of its discretion), (A) two duly signed completed copies of the forms or statements required to be provided by such Foreign Lender as set forth above, to establish the portion of any such sums paid or payable with respect to which such Foreign Lender acts for its own account that is not subject to United States withholding tax, and (B) two duly signed completed copies of IRS Form W-8IMY (or any successor thereto), together with any information such Foreign Lender chooses to transmit with such form, and any other certificate or statement of exemption required under the Code, to establish that such Foreign Lender is not acting for its own account with respect to a portion of any such sums payable to such Foreign Lender.

(iii)          The Company shall not be required to pay any additional amount or any indemnity payment under Section 3.01 to (A) any Foreign Lender if such Foreign Lender shall have failed to satisfy the foregoing provisions of this Section 10.15(a), or (B) any

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U.S. Lender if such U.S. Lender shall have failed to satisfy the provisions of Section 10.15(b); provided that (i) if such Lender shall have satisfied the requirement of this or Section 10.15(b), as applicable, on the date such Lender became a Lender or ceased to act for its own account with respect to any payment under any of the Loan Documents, nothing in this Section 10.15(a) or Section 10.15(b) shall relieve the Company of its obligation to pay any amounts pursuant to Section 3.01 in the event that, as a result of any change in any applicable Law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender or other Person for the account of which such Lender receives any sums payable under any of the Loan Documents is not subject to withholding or is subject to withholding at a reduced rate and (ii) nothing in this Section 10.15(a) shall relieve the Company of its obligation to pay any amounts pursuant to Section 3.01 in the event that the requirements of Section 10.15(a)(ii) have not been satisfied if the Company is entitled, under applicable Law, to rely on any applicable forms and statements required to be provided under this Section 10.15 by the Foreign Lender that does not act or has ceased to act for its own account under any of the Loan Documents, including in the case of a typical participation.

(iv)          The Administrative Agent may deduct and withhold any taxes required by any Laws to be deducted and withheld from any payment under any of the Loan Documents.

(b)           Each Lender and Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “U.S. Lender”) shall deliver to the Administrative Agent and the Company two duly signed, properly completed copies of IRS Form W-9 on or prior to the Closing Date (or on or prior to the date it becomes a party to this Agreement), certifying that such U.S. Lender is entitled to an exemption from United States backup withholding tax, or any successor form. If such U.S. Lender fails to deliver such forms, then the Administrative Agent may withhold from any payment to such U.S. Lender an amount equivalent to the applicable backup withholding tax imposed by the Code.

SECTION 10.16  No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby, the Company and each other Loan Party acknowledge and agree that:  (i) the Facilities provided hereunder on the date hereof and any arranging of the Facilities by the Arrangers prior to the date hereof are arm’s-length commercial transactions between the Company and each other Loan Party on the one hand, and the Administrative Agent and the Arrangers on the other hand, and the Company and each other Loan Party are capable of evaluating and understanding, and understand and accept the terms, risks and conditions of the transactions contemplated hereby; (ii) in connection with the process leading to such transactions prior to the date hereof, the Administrative Agent and the Arrangers have been acting solely as principals and are not the financial advisors, agents or fiduciaries, for the Company or any other Loan Party; (iii) neither the Administrative Agent nor any Arranger has assumed an advisory, agency or fiduciary responsibility in favor of the Company or any other Loan Party with respect to any of the transactions contemplated hereby or the process leading thereto and neither the Administrative Agent nor any Arranger, in their capacity as such, has any obligation to the Company or any other Loan Party with respect to the transactions

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contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; (iv) the Administrative Agent and the Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from the Company and the other Loan Parties and neither the Administrative Agent nor any Arranger has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Administrative Agent and the Arrangers have not provided any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby prior to the date hereof and each of the Company and the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate.

SECTION 10.17  GOVERNING LAW. (a)  THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(b)           ANY LEGAL ACTION OR PROCEEDING ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, HOLDINGS, EACH AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. THE BORROWER, HOLDINGS, EACH AGENT AND EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO.

SECTION 10.18  WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 10.18 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

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SECTION 10.19  Binding Effect. This Agreement shall become effective when it shall have been executed by the Company and Holdings and the Administrative Agent shall have been notified by each Lender, Swing Line Lender and L/C Issuer that each such Lender, Swing Line Lender and L/C Issuer has executed it and thereafter shall be binding upon and inure to the benefit of the Company, each Agent and each Lender and their respective successors and assigns, except that the Company shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lenders except as permitted by Section 7.04.

SECTION 10.20  Electronic Execution of Assignments. The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

SECTION 10.21  USA PATRIOT Act. Each Lender hereby notifies the Company that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies the Company, which information includes the name and address of the Company and other information that will allow such Lender to identify the Company in accordance with the Act.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

	ENCORE MEDICAL FINANCE LLC,
by
		/s/ Harry Zimmerman
		Name:
		Title:

145

	ENCORE MEDICAL HOLDINGS LLC,
by
		/s/ Harry Zimmerman
		Name:
		Title:

146

	BANK OF AMERICA, N.A., as Administrative Agent, L/C Issuer, Swing Line Lender and Lender
by
		/s/ Alysa Trakas
		Name: Alysa Trakas
		Title: Vice President

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	BANC OF AMERICA SECURITIES LLC, as Arranger and Book Runner
by
		/s/ K. James Pirouz
		Name: K. James Pirouz
		Title: Principal

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	CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Lender
by
		/s/ David Dodd
		Name: David Dodd
		Title: Vice President
by
		/s/ Mikhail Faybousovich
		Name: Mikhail Faybousovich
		Title: Associate

149

	CREDIT SUISSE SECURITIES (USA) LLC, as Syndication Agent, Arranger and Book Runner,
by
		/s/ Richard B. Corey
		Name: Richard B. Corey
		Title: Managing Director

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	GENERAL ELECTRIC CAPITAL CORPORATION, as Documentation Agent and as Lender,
by
		/s/ Peter B. Zone
		Name: Peter B. Zone
		Title: Its Duly Authorized Signatory

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EX-4.4

Exhibit 4.4

EXECUTION VERSION

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 Agent

TABLE OF CONTENTS

		Page
ARTICLE I
Definitions
SECTION 1.01	Credit Agreement	1
SECTION 1.02	Other Defined Terms	1
ARTICLE II
Pledge of Securities
SECTION 2.01	Pledge	3
SECTION 2.02	Delivery of the Pledged Collateral	4
SECTION 2.03	Representations, Warranties and Covenants	4
SECTION 2.04	Certification of Limited Liability Company and Limited Partnership Interests	5
SECTION 2.05	Registration in Nominee Name; Denominations	6
SECTION 2.06	Voting Rights; Dividends and Interest	6
ARTICLE III
Security Interests in Personal Property
SECTION 3.01	Security Interest	8
SECTION 3.02	Representations and Warranties	9
SECTION 3.03	Covenants	11
SECTION 3.04	Other Actions	12
ARTICLE IV
Remedies
SECTION 4.01	Remedies Upon Default	14
SECTION 4.02	Application of Proceeds	16
ARTICLE V
Indemnity, Subrogation and Subordination
SECTION 5.01	Indemnity	16
SECTION 5.02	Contribution and Subrogation	16
SECTION 5.03	Subordination	17
ARTICLE VI
Miscellaneous
SECTION 6.01	Notices	17
SECTION 6.02	Waivers; Amendment	17
SECTION 6.03	Collateral Agent’s Fees and Expenses	18

i

SECTION 6.04	Successors and Assigns	18
SECTION 6.05	Survival of Agreement	19
SECTION 6.06	Counterparts; Effectiveness; Several Agreement	19
SECTION 6.07	Severability	19
SECTION 6.08	Right of Set-Off	19
SECTION 6.09	Governing Law; Jurisdiction; Consent to Service of Process	20
SECTION 6.10	WAIVER OF JURY TRIAL	21
SECTION 6.11	Headings	21
SECTION 6.12	Security Interest Absolute	21
SECTION 6.13	Termination or Release	21
SECTION 6.14	Additional Restricted Subsidiaries	22
SECTION 6.15	Collateral Agent Appointed Attorney-in-Fact	23
SECTION 6.16	General Authority of the Collateral Agent	23

Schedules
Schedule I	Subsidiary Parties
Schedule II	Pledged Equity; Pledged Debt
Schedule III	Commercial Tort Claims
Exhibits
Exhibit I	Form of Security Agreement Supplement
Exhibit II	Form of Perfection Certificate
Exhibit III	Form of Consent to Assignment of Letter of Credit Rights

ii

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 for the Secured Parties (as defined below).

Reference is made to the Credit Agreement dated as of November 3, 2006 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Holdings, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, BANC OF AMERICA SECURITIES LLC, as Arranger and Book Runner, CREDIT SUISSE SECURITIES (USA) LLC, as Arranger, Book Runner and as Syndication Agent, and GENERAL ELECTRIC CAPITAL CORPORATION, as Documentation Agent, and each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”).  The Lenders have agreed to extend credit to the Borrower subject to the terms and conditions set forth in the Credit Agreement.  The Grantors may receive, directly or indirectly, a portion of the proceeds of the Loans under the Credit Agreement and will derive substantial direct and indirect benefits from the transactions contemplated by the Credit Agreement.  It is a condition precedent to the making of Loans and the issuance of Letters of Credit by the Lenders under the Credit Agreement and the entry by any Lender or Affiliate of a Lender in its capacity as a provider of cash management services into Cash Management Obligations and Hedge Banks into Secured Hedge Agreements from time to time that the Grantors shall have executed and delivered this Agreement.  Holdings and the Subsidiary Parties are affiliates of the Borrower, will derive substantial benefits from the extension of credit to the Borrower pursuant to the Credit Agreement and are willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit.  Accordingly, the parties hereto agree as follows:

ARTICLE I

Definitions

SECTION 1.01       Credit Agreement.

(a)           Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the Credit Agreement.  All terms defined in the New York UCC (as defined herein) and not defined in this Agreement have the meanings specified therein; the term “instrument” shall have the meaning specified in Article 9 of the New York UCC.

(b)           The rules of construction specified in Article I of the Credit Agreement also apply to this Agreement.

SECTION 1.02       Other Defined Terms.  As used in this Agreement, the following terms have the meanings specified below:

“Account Debtor” means any Person who is or who may become obligated to any Grantor under, with respect to or on account of an Account.

“Accounts” has the meaning specified in Article 9 of the New York UCC.

“Agreement” means this Security Agreement.

“Article 9 Collateral” has the meaning assigned to such term in Section 3.01(a).

“Claiming Party” has the meaning assigned to such term in Section 5.02.

“Collateral” means the Article 9 Collateral and the Pledged Collateral.

“Contributing Party” has the meaning assigned to such term in Section 5.02.

“Credit Agreement” has the meaning assigned to such term in the preliminary statement of this Agreement.

“General Intangibles” has the meaning specified in Article 9 of the New York UCC and includes corporate or other business records, indemnification claims, contract rights (including rights under leases, whether entered into as lessor or lessee, Swap Contracts and other agreements), goodwill, registrations, franchises, tax refund claims and any letter of credit, guarantee, claim, security interest or other security held by or granted to any Grantor, as the case may be, to secure payment by an Account Debtor of any of the Accounts; provided that General Intangibles shall not include any intellectual property and related assets subject to the Intellectual Property Security Agreement.

“Grantor” means each of Holdings, the Borrower and each Subsidiary Party that is a Domestic Subsidiary and not an Unrestricted Subsidiary or an Excluded Subsidiary.

“New York UCC” means the Uniform Commercial Code as from time to time in effect in the State of New York.

“Obligations” has the meaning assigned to such term in the Credit Agreement.

“Perfection Certificate” means a certificate substantially in the form of Exhibit II, completed and supplemented with the schedules and attachments contemplated thereby, and duly executed by the chief financial officer and the chief legal officer of the Borrower.

“Pledged Collateral” has the meaning assigned to such term in Section 2.01.

“Pledged Debt” has the meaning assigned to such term in Section 2.01.

“Pledged Equity” has the meaning assigned to such term in Section 2.01.

“Pledged Securities” means any promissory notes, stock certificates or other securities now or hereafter included in the Pledged Collateral, including all certificates, instruments or other documents representing or evidencing any Pledged Collateral.

“Secured Parties” means, collectively, the Administrative Agent, the Collateral Agent, the Lenders, the Hedge Banks, the Cash Management Banks, the Supplemental Administrative Agent and each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.01(c) of the Credit Agreement.

2

“Security Agreement Supplement” means an instrument in the form of Exhibit I hereto.

“Security Interest” has the meaning assigned to such term in Section 3.01(a).

“Subsidiary Parties” means (a) the Restricted Subsidiaries identified on Schedule I and (b) each other Restricted Subsidiary that becomes a party to this Agreement as a Subsidiary Party after the Closing Date.

ARTICLE II

Pledge of Securities

SECTION 2.01       Pledge.  As security for the payment or performance, as the case may be, in full of the Obligations, including the Guaranties, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (i) all Equity Interests held by it and listed on Schedule II and any other Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include (A) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary, (B) Equity Interests of Unrestricted Subsidiaries, (C) Equity Interests of any Subsidiary of a Foreign Subsidiary, (D) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) of the Credit Agreement if such Equity Interests serve as security for such Indebtedness or if the terms of such Indebtedness prohibit the creation of any other lien on such Equity Interests, (E) Equity Interests of any Person that is not a direct or indirect, wholly owned Subsidiary of the Borrower, (F) Equity Interests of any Subsidiary with respect to which the Administrative Agent has confirmed in writing to the Borrower its determination that the costs or other consequences (including adverse tax consequences) of providing a pledge of its Equity Interests is excessive in view of the benefits to be obtained by the Secured Parties and (G) subject to Section 3.03(i), Equity Interests held by Encore Medical, L.P. in Encore Orthopedics FSC Limited; (ii)(A) the promissory notes and instruments evidencing indebtedness owned by it and listed opposite the name of such Grantor on Schedule II, and (B) the promissory notes and any other instruments evidencing indebtedness obtained in the future by such Grantor (the “Pledged Debt”); (iii) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01; (iv) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (i) and (ii) above; (v) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), (iii) and (iv) above; and (vi) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Pledged Collateral”).

TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral

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Agent, its successors and assigns, for the benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.

SECTION 2.02       Delivery of the Pledged Collateral.

(a)           Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent, for the benefit of the Secured Parties, any and all Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 2.02.

(b)           Each Grantor will cause any Indebtedness for borrowed money having an aggregate principal amount in excess of $2,000,000 owed to such Grantor by any Person pursuant to any obligation to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms hereof.

(c)           Upon delivery to the Collateral Agent, (i) any Pledged Securities shall be accompanied by stock or note powers duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably request.  Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities.  Each schedule so delivered shall supplement any prior schedules so delivered.

SECTION 2.03       Representations, Warranties and Covenants.  Holdings and the Borrower jointly and severally represent, warrant and covenant, as to themselves and the other Grantors, to and with the Collateral Agent, for the benefit of the Secured Parties, that:

(a)           Schedule II correctly sets forth the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity and includes all Equity Interests, promissory notes and instruments required to be pledged hereunder in order to satisfy the Collateral and Guaranty Requirement;

(b)           the Pledged Equity and Pledged Debt (solely with respect to Pledged Debt issued by a Person other than Holdings or a subsidiary of Holdings, to the best of Holdings’ and the Borrower’s knowledge) have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity (other than Pledged Equity consisting of limited liability company interests or partnership interests, which cannot be fully paid or nonassessable), are fully paid and nonassessable and (ii) in the case of Pledged Debt (solely with respect to Pledged Debt issued by a Person other than

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Holdings or a subsidiary of Holdings, to the best of Holdings’ and the Borrower’s knowledge), are legal, valid and binding obligations of the issuers thereof;

(c)           except for the security interests granted hereunder, each of the Grantors (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II as owned by such Grantors, (ii) holds the same free and clear of all Liens, other than (A) Liens created by the Collateral Documents and (B) Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than (A) Liens created by the Collateral Documents and (B) Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement, and (iv) will defend its title or interest thereto or therein against any and all Liens (other than the Liens permitted pursuant to this Section 2.03(c)), however arising, of all Persons whomsoever;

(d)           except for restrictions and limitations imposed by the Loan Documents, securities laws generally, or with respect to limited liability companies, limited liability company laws and except as described in the Perfection Certificate, the Pledged Collateral is and will continue to be freely transferable and assignable, and none of the Pledged Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter or by-law provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner material and adverse to the Secured Parties the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Collateral Agent of rights and remedies hereunder;

(e)           each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated;

(f)            no consent or approval of any Governmental Authority, any securities exchange or any other Person was or is necessary to the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect);

(g)           by virtue of the execution and delivery by the Grantors of this Agreement, when any Pledged Securities are delivered to the Collateral Agent in accordance with this Agreement, the Collateral Agent will obtain a legal, valid and perfected lien upon and security interest in such Pledged Securities as security for the payment and performance of the Obligations; and

(h)           the pledge effected hereby is effective to vest in the Collateral Agent, for the benefit of the Secured Parties, the rights of the Collateral Agent in the Pledged Collateral as set forth herein.

SECTION 2.04       Certification of Limited Liability Company and Limited Partnership Interests. Any equity interest in any limited liability company or limited partnership controlled by any Grantor and pledged under Section 2.01 shall either (i) be represented by a

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certificate, shall be a “security” within the meaning of Article 8 of the UCC and shall be delivered to the Collateral Agent or (b) not have elected to be treated as a “security” within the meaning of Article 8 of the UCC and shall not be represented by a certificate.

SECTION 2.05       Registration in Nominee Name; Denominations.  If an Event of Default shall occur and be continuing and the Collateral Agent shall give the Borrower notice of its intent to exercise such rights, (a) the Collateral Agent, on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the applicable Grantor, endorsed or assigned in blank or in favor of the Collateral Agent, and each Grantor will promptly give to the Collateral Agent copies of any notices or other communications received by it with respect to Pledged Securities registered in the name of such Grantor and (b) the Collateral Agent shall have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement.

SECTION 2.06       Voting Rights; Dividends and Interest.

(a)           Unless and until an Event of Default shall have occurred and be continuing and the Collateral Agent shall have notified the Borrower that the rights of the Grantors under this Section 2.06 are being suspended:

(i)            Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Credit Agreement and the other Loan Documents; provided that such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Collateral Agent or the other Secured Parties under this Agreement, the Credit Agreement or any other Loan Document or the ability of the Secured Parties to exercise the same.

(ii)           The Collateral Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to each Grantor, all such proxies, powers of attorney and other instruments as each Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above.

(iii)          Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the Credit Agreement, the other Loan Documents and applicable Laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity or Pledged Debt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise,

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shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Collateral Agent and the Secured Parties and shall be forthwith delivered to the Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the Collateral Agent).

(b)           Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have notified the Borrower of the suspension of the rights of the Grantors under paragraph (a)(iii) of this Section 2.06, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions.  All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 shall be held in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Collateral Agent).  Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.02.  After all Events of Default have been cured or waived, the Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 and that remain in such account.

(c)           Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have notified the Borrower of the suspension of the rights of the Grantors under paragraph (a)(i) of this Section 2.06, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by the Required Lenders, the Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights.  After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.06.

(d)           Any notice given by the Collateral Agent to the Borrower suspending the rights of the Grantors under paragraph (a) of this Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Collateral Agent’s rights

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to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.

ARTICLE III

Security Interests in Personal Property

SECTION 3.01       Security Interest.

(a)           As security for the payment or performance, as the case may be, in full of the Obligations, including the Guaranties, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):

(i)            all property;

(ii)           all Accounts;

(iii)          all Chattel Paper;

(iv)          all Commercial Tort Claims described on Schedule III from time to time;

(v)           all Deposit Accounts;

(vi)          all Documents;

(vii)         all Equipment;

(viii)        all General Intangibles;

(ix)           all Instruments;

(x)            all Inventory;

(xi)           all Investment Property;

(xii)          all books and records pertaining to the Article 9 Collateral; and

(xiii)         to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all supporting obligations, collateral security and guarantees given by any Person with respect to any of the foregoing;

provided that notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in (A) motor vehicles the perfection of a security interest in which is excluded from the Uniform Commercial Code in the relevant jurisdiction, (B)

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any Equity Interests in any Unrestricted Subsidiary or any Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) of the Credit Agreement if such Equity Interests serve as security for such Indebtedness or if the terms of such Indebtedness prohibit the creation of any other lien on such Equity Interests, (C) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary or any Equity Interests of any Subsidiary of a Foreign Subsidiary, (D) any asset with respect to which the Administrative Agent has confirmed in writing to the Borrower its determination that the costs or other consequences (including adverse tax consequences) of providing a security interest in such asset is excessive in view of the benefits to be obtained by the Secured Parties, or (E) any General Intangible, Investment Property or other rights of a Grantor arising under any contract, lease, instrument, license or other document if (but only to the extent that) the grant of a security interest therein would (x) constitute a violation of a valid and enforceable restriction in respect of such General Intangible, Investment Property or other such rights in favor of a third party or under any law, regulation, permit, order or decree of any Governmental Authority, unless and until all required consents shall have been obtained (for the avoidance of doubt, the restrictions described herein shall not include negative pledges or similar undertakings in favor of a lender or other financial counterparty) or (y) expressly give any other party in respect of any such contract, lease, instrument, license or other document, the right to terminate its obligations thereunder; provided, however, that the limitation set forth in clause (E) above shall not affect, limit, restrict or impair the grant by a Grantor of a security interest pursuant to this Agreement in any such Collateral to the extent that an otherwise applicable prohibition or restriction on such grant is rendered ineffective by any applicable law, including the Uniform Commercial Code.  Each Grantor shall, if requested to do so by the Administrative Agent, use commercially reasonable efforts to obtain any such required consent that is reasonably obtainable with respect to Collateral which the Administrative Agent reasonably determines to be material.

(b)           Each Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Collateral as all assets of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail, and (ii) contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates.  Each Grantor agrees to provide such information to the Collateral Agent promptly upon request.

(c)           The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.

SECTION 3.02       Representations and Warranties.  Holdings and the Borrower jointly and severally represent and warrant, as to themselves and the other Grantors, to the Collateral Agent and the Secured Parties that:

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(a)           Each Grantor has good and valid rights in and title to the Article 9 Collateral with respect to which it has purported to grant a Security Interest hereunder and has full power and authority to grant to the Collateral Agent the Security Interest in such Article 9 Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval that has been obtained.

(b)           The Perfection Certificate has been duly prepared, completed and executed and the information set forth therein, including the exact legal name of each Grantor, is correct and complete in all material respects as of the Closing Date.  The UCC financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations prepared by the Collateral Agent based upon the information provided to the Collateral Agent in the Perfection Certificate for filing in each governmental, municipal or other office specified in Schedule 2 to the Perfection Certificate (or specified by notice from the applicable Borrower to the Collateral Agent after the Closing Date in the case of filings, recordings or registrations required by Section 6.11 of the Credit Agreement), are all the filings, recordings and registrations that are necessary to establish a legal, valid and perfected security interest in favor of the Collateral Agent (for the benefit of the Secured Parties) in respect of all Article 9 Collateral in which the Security Interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof) and its territories and possessions, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary in any such jurisdiction, except as provided under applicable law with respect to the filing of continuation statements and as may be required with respect to property of the Grantors of the types described in clauses (1), (2) and (3) of Section 9-311(a) of the UCC, which may not be perfected by such filing.

(c)           The Security Interest constitutes (i) a legal and valid security interest in all the Article 9 Collateral securing the payment and performance of the Obligations and (ii) subject to the filings described in Section 3.02(b), a perfected security interest in all Article 9 Collateral in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the Uniform Commercial Code in the relevant jurisdiction.  The Security Interest is and shall be prior to any other Lien on any of the Article 9 Collateral, other than (i) any nonconsensual Lien that is expressly permitted pursuant to Section 7.01 of the Credit Agreement and has priority as a matter of law and (ii) Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement.

(d)           The Article 9 Collateral is owned by the Grantors free and clear of any Lien, except for Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement.  None of the Grantors has filed or consented to the filing of (i) any financing statement or analogous document under the New York UCC or any other applicable laws covering any Article 9 Collateral or (ii) any assignment in which any Grantor assigns any Article 9 Collateral or any security agreement or similar instrument covering any Article 9 Collateral with any foreign governmental, municipal or other office, which financing statement or analogous document, assignment, security agreement or similar instrument

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is still in effect, except, in each case, for Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement.

(e)           All Commercial Tort Claims of each Grantor in existence on the date of this Agreement (or on the date upon which such Grantor becomes a party to this Agreement) are described on Schedule III hereto.

SECTION 3.03       Covenants.

(a)           The Borrower agrees promptly to notify the Collateral Agent in writing of any change (i) in legal name of any Grantor, (ii) in the identity or type of organization or corporate structure of any Grantor, or (iii) in the jurisdiction of organization of any Grantor, in each case, within 10 days of such change.

(b)           Each Grantor shall, at its own expense, take any and all commercially reasonable actions necessary to defend title to the Article 9 Collateral against all Persons and to defend the Security Interest of the Collateral Agent in the Article 9 Collateral and the priority thereof against any Lien not expressly permitted pursuant to Section 7.01 of the Credit Agreement.

(c)           Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to Section 6.01 of the Credit Agreement, the Borrower shall deliver to the Collateral Agent a certificate executed by the chief financial officer and the chief legal officer of the Borrower setting forth the information required pursuant to Schedules 1(a), 1(c), 1(e), 1(f), 2(b), 7(a) and 7(b) of the Perfection Certificate or confirming that there has been no change in such information since the date of such certificate or the date of the most recent certificate delivered pursuant to this Section 3.03(c).

(d)           The Borrower agrees, on its own behalf and on behalf of each other Grantor, at its own expense, to execute, acknowledge, deliver and cause to be duly filed all such further instruments and documents and take all such actions as the Collateral Agent may from time to time reasonably request to better assure, preserve, protect and perfect the Security Interest and the rights and remedies created hereby, including the payment of any fees and taxes required in connection with the execution and delivery of this Agreement, the granting of the Security Interest and the filing of any financing statements (including fixture filings) or other documents in connection herewith or therewith.  If any amount payable under or in connection with any of the Article 9 Collateral that is in excess of $2,000,000 shall be or become evidenced by any promissory note or other instrument, such note or instrument shall be promptly pledged and delivered to the Collateral Agent, for the benefit of the Secured Parties, duly endorsed in a manner reasonably satisfactory to the Collateral Agent.

(e)           At its option, the Collateral Agent may discharge past due taxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Article 9 Collateral and not permitted pursuant to Section 7.01 of the Credit Agreement, and may pay for the maintenance and preservation of the Article 9 Collateral to the extent any Grantor fails to do so as required by the Credit Agreement or this Agreement and within a reasonable period of time after the Collateral Agent has requested that it do so, and each

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Grantor jointly and severally agrees to reimburse the Collateral Agent within 10 days after demand for any payment made or any reasonable expense incurred by the Collateral Agent pursuant to the foregoing authorization.  Nothing in this paragraph shall be interpreted as excusing any Grantor from the performance of, or imposing any obligation on the Collateral Agent or any Secured Party to cure or perform, any covenants or other promises of any Grantor with respect to taxes, assessments, charges, fees, Liens, security interests or other encumbrances and maintenance as set forth herein, in the other Loan Documents.

(f)            If at any time any Grantor shall take a security interest in any property of an Account Debtor or any other Person, the value of which is in excess of $2,000,000, to secure payment and performance of an Account, such Grantor shall promptly assign such security interest to the Collateral Agent for the benefit of the Secured Parties.  Such assignment need not be filed of public record unless necessary to continue the perfected status of the security interest against creditors of and transferees from the Account Debtor or other Person granting the security interest.

(g)           Each Grantor (rather than the Collateral Agent or any Secured Party) shall remain liable (as between itself and any relevant counterparty) to observe and perform all the conditions and obligations to be observed and performed by it under each contract, agreement or instrument relating to the Article 9 Collateral, all in accordance with the terms and conditions thereof, and each Grantor jointly and severally agrees to indemnify and hold harmless the Collateral Agent and the Secured Parties from and against any and all liability for such performance.

(h)           If any Grantor shall at any time hold or acquire a Commercial Tort Claim with a value in excess of $2,000,000, such Grantor shall promptly notify the Collateral Agent in writing signed by such Grantor of the brief details thereof and grant to the Collateral Agent a security interest therein and in the Proceeds thereof, all upon the terms of this Agreement pursuant to a document in form and substance reasonably satisfactory to the Collateral Agent.

(i)            (A) On or prior to a date that is 120 days after the Closing Date, or such later date as the Collateral Agent may reasonably determine, after any request for extension by the Borrower, the Collateral Agent shall receive share certificates for Encore Orthopedics FSC Limited, together with stock powers duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent and such other instruments and documents as the Collateral Agent may reasonably request if such Subsidiary has not been liquidated or dissolved by such date; and (B) on or prior to a date that is 30 days after the Closing Date, or such later date as the Collateral Agent may reasonably determine, after any requests for extension by the Borrower, the Collateral Agent shall receive a schedule certified by a Responsible Officer of the Borrower, setting forth the names and addresses of all persons and entities other than each Loan Party, such as lessees, consignees, warehousemen or purchasers of chattel paper, which have possession or are intended to have possession of any of the Collateral with a book value in excess of $500,000, including instruments, chattel paper, inventory or equipment.

SECTION 3.04       Other Actions.  In order to further insure the attachment, perfection and priority of, and the ability of the Collateral Agent to enforce, the Security Interest,

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each Grantor agrees, in each case at such Grantor’s own expense, to take the following actions with respect to the following Article 9 Collateral:

(a)           Instruments.  If any Grantor shall at any time hold or acquire any Instruments constituting Collateral and evidencing an amount in excess of $2,000,000, such Grantor shall forthwith endorse, assign and deliver the same to the Collateral Agent for the benefit of the Secured Parties, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time reasonably request.

(b)           Investment Property.  Except to the extent otherwise provided in Article II, if any Grantor shall at any time hold or acquire any certificated securities, such Grantor shall forthwith endorse, assign and deliver the same to the Collateral Agent for the benefit of the Secured Parties, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time reasonably request.  If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, upon the Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly notify the Collateral Agent thereof and, at the Collateral Agent’s reasonable request, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Collateral Agent to become the registered owner of the securities.  If any securities, whether certificated or uncertificated, or other investment property are held by any Grantor or its nominee through a securities intermediary or commodity intermediary, upon the Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor shall immediately notify the Collateral Agent thereof and at the Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent shall either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply with entitlement orders or other instructions from the Collateral Agent to such securities intermediary as to such security entitlements, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Collateral Agent to such commodity intermediary, in each case without further consent of any Grantor or such nominee, or (ii) in the case of financial assets or other Investment Property held through a securities intermediary, arrange for the Collateral Agent to become the entitlement holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property.  The Collateral Agent agrees with each of the Grantors that the Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing.  The provisions of this paragraph shall not apply to any financial assets credited to a securities account for which the Collateral Agent is the securities intermediary.

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(c)           Commercial Tort Claims.  If any Grantor shall at any time after the date of this Agreement acquire a Commercial Tort Claim in an amount (taking the greater of the aggregate claimed damages thereunder or the reasonably estimated value thereof) of $2,000,000 or more, such Grantor shall promptly notify the Collateral Agent thereof in a writing signed by such Grantor and provide supplements to Schedule III describing the details thereof and shall grant to the Collateral Agent a security interest therein and in the proceeds thereof, all upon the terms of this Agreement.

(d)           Letter of Credit Rights.  If any Grantor is at any time a beneficiary under a letter of credit with a stated amount of $2,000,000 or more, the proceeds of which have not otherwise been previously perfected as a Supporting Obligation of such Grantor by the filing of a UCC Financing Statement described in Section 3.02(b), such Grantor shall promptly notify the Collateral Agent thereof and, at the request of the Collateral Agent, such Grantor shall, pursuant to an agreement substantially similar to the form of Consent to Assignment of Letter of Credit Rights attached hereto as Exhibit III or otherwise in form and substance reasonably satisfactory to the Collateral Agent, use its commercially reasonable efforts to (i) arrange for the issuer and any confirmer of such letter of credit to consent to an assignment to the Collateral Agent of the proceeds of any drawing under such letter of credit or (ii) arrange for the Collateral Agent to become the transferee beneficiary of such letter of credit, with the Collateral Agent agreeing, in each case, that the proceeds of any drawing under the letter of credit are to be applied as provided in this Agreement after the occurrence and during the continuance of an Event of Default.

ARTICLE IV

Remedies

SECTION 4.01       Remedies Upon Default.  Upon the occurrence and during the continuance of an Event of Default, it is agreed that the Collateral Agent shall have the right to exercise any and all rights afforded to a secured party with respect to the Obligations under the Uniform Commercial Code or other applicable law and also may (i) require each Grantor to, and each Grantor agrees that it will at its expense and upon request of the Collateral Agent forthwith, assemble all or part of the Collateral as directed by the Collateral Agent and make it available to the Collateral Agent at a place and time to be designated by the Collateral Agent that is reasonably convenient to both parties; (ii) occupy any premises owned or, to the extent lawful and permitted, leased by any of the Grantors where the Collateral or any part thereof is assembled or located for a reasonable period in order to effectuate its rights and remedies hereunder or under law, without obligation to such Grantor in respect of such occupation; provided that the Collateral Agent shall provide the applicable Grantor with notice thereof prior to or promptly after such occupancy; (iii) exercise any and all rights and remedies of any of the Grantors under or in connection with the Collateral, or otherwise in respect of the Collateral; provided that the Collateral Agent shall provide the applicable Grantor with notice thereof prior to or promptly after such exercise; and (iv) subject to the mandatory requirements of applicable law and the notice requirements described below, sell or otherwise dispose of all or any part of the Collateral securing the Obligations at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate.  The Collateral Agent shall be authorized at any such sale of securities (if it

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deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold.  Each such purchaser at any sale of Collateral shall hold the property sold absolutely, free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted.

The Collateral Agent shall give the applicable Grantors 10 days’ written notice (which each Grantor agrees is reasonable notice within the meaning of Section 9-611 of the New York UCC or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Collateral.  Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange.  Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale.  At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine.  The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given.  The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned.  In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice.  At any public (or, to the extent permitted by law, private) sale made pursuant to this Agreement, any Secured Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of any Grantor (all said rights being also hereby waived and released to the extent permitted by law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to such Secured Party from any Grantor as a credit against the purchase price, and such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to any Grantor therefor.  For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full.  As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent

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jurisdiction or pursuant to a proceeding by a court appointed receiver.  Any sale pursuant to the provisions of this Section 4.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the New York UCC or its equivalent in other jurisdictions.

SECTION 4.02       Application of Proceeds.

(a)           The Collateral Agent shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, in accordance with Section 8.04 of the Credit Agreement as of the Closing Date.

The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement.  Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

(b)           In making the determinations and allocations required by this Section 4.02, the Collateral Agent may conclusively rely upon information supplied by the Administrative Agent as to the amounts of unpaid principal and interest and other amounts outstanding with respect to the Obligations, and the Collateral Agent shall have no liability to any of the Secured Parties for actions taken in reliance on such information; provided that nothing in this sentence shall prevent any Grantor from contesting any amounts claimed by any Secured Party in any information so supplied.  All distributions made by the Collateral Agent pursuant to this Section 4.02 shall be (subject to any decree of any court of competent jurisdiction) final (absent manifest error), and the Collateral Agent shall have no duty to inquire as to the application by the Administrative Agent of any amounts distributed to it.

ARTICLE V

Indemnity, Subrogation and Subordination

SECTION 5.01       Indemnity.  In addition to all such rights of indemnity and subrogation as the Grantors may have under applicable law (but subject to Section 5.03), each Borrower agrees that, in the event any assets of any Grantor shall be sold pursuant to this Agreement or any other Collateral Document to satisfy in whole or in part an Obligation owed to any Secured Party, the relevant Borrower shall indemnify such Grantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

SECTION 5.02       Contribution and Subrogation.  Each Subsidiary Party (a “Contributing Party”) agrees (subject to Section 5.03) that, in the event assets of any other Subsidiary Party shall be sold pursuant to any Collateral Document to satisfy any Obligation owed to any Secured Party, and such other Subsidiary Party (the “Claiming Party”) shall not have been fully indemnified by the relevant Borrower as provided in Section 5.01, the

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Contributing Party shall indemnify the Claiming Party in an amount equal to the greater of the book value or the fair market value of such assets, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties together with the net worth of the Claiming Party on the date hereof (or, in the case of any Grantor becoming a party hereto pursuant to Section 6.14, the date of the Security Agreement Supplement hereto executed and delivered by such Grantor).  Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 shall be subrogated to the rights of such Claiming Party to the extent of such payment.

SECTION 5.03       Subordination.

(a)           Notwithstanding any provision of this Agreement to the contrary, all rights of the Grantors under Sections 5.01 and 5.02 and all other rights of indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated to the indefeasible payment in full in cash of the Obligations.  No failure on the part of any Borrower or any Grantor to make the payments required by Sections 5.01 and 5.02 (or any other payments required under applicable law or otherwise) shall in any respect limit the obligations and liabilities of any Grantor with respect to its obligations hereunder, and each Grantor shall remain liable for the full amount of the obligations of such Grantor hereunder.

(b)           Each Grantor hereby agrees that upon the occurrence and during the continuance of an Event of Default and after notice from the Collateral Agent all Indebtedness owed by it to any Subsidiary shall be fully subordinated to the indefeasible payment in full in cash of the Obligations.

ARTICLE VI

Miscellaneous

SECTION 6.01       Notices.  All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 10.02 of the Credit Agreement.  All communications and notices hereunder to any Subsidiary Party shall be given to it in care of the Borrower as provided in Section 10.02 of the Credit Agreement.

SECTION 6.02       Waivers; Amendment.

(a)           No failure or delay by the Collateral Agent, any L/C Issuer or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power.  The rights and remedies of the Collateral Agent, the L/C Issuers and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have.  No waiver of any provision of this Agreement or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by

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paragraph (b) of this Section 6.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given.  Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Collateral Agent, any Lender or any L/C Issuer may have had notice or knowledge of such Default at the time.  No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances.

(b)           Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 10.01 of the Credit Agreement.

SECTION 6.03       Collateral Agent’s Fees and Expenses.

(a)           The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 10.04 of the Credit Agreement.

(b)           Without limitation of its indemnification obligations under the other Loan Documents, the Borrower agrees to indemnify the Collateral Agent and the other Indemnitees (as defined in Section 10.05 of the Credit Agreement) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating to any of the foregoing agreement or instrument contemplated hereby, or to the Collateral, whether or not any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from the gross negligence or willful misconduct of such Indemnitee or of any Affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnitee.

(c)           Any such amounts payable as provided hereunder shall be additional Obligations secured hereby and by the other Collateral Documents.  The provisions of this Section 6.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party.  All amounts due under this Section 6.03 shall be payable within 10 days of written demand therefor.

SECTION 6.04       Successors and Assigns.  Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf

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of any Grantor or the Collateral Agent that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns.

SECTION 6.05       Survival of Agreement.  All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Lenders and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any Lender or on its behalf and notwithstanding that the Collateral Agent, any L/C Issuer or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreement, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under any Loan Document is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated.

SECTION 6.06       Counterparts; Effectiveness; Several Agreement.  This Agreement may be executed in counterparts, each of which shall constitute an original but all of which when taken together shall constitute a single contract.  Delivery of an executed signature page to this Agreement by facsimile transmission or other electronic transmission (i.e., a “PDF” or “TIF”) a shall be as effective as delivery of a manually signed counterpart of this Agreement.  This Agreement shall become effective as to any Loan Party when a counterpart hereof executed on behalf of such Loan Party shall have been delivered to the Collateral Agent and a counterpart hereof shall have been executed on behalf of the Collateral Agent, and thereafter shall be binding upon such Loan Party and the Collateral Agent and their respective permitted successors and assigns, and shall inure to the benefit of such Loan Party, the Collateral Agent and the other Secured Parties and their respective successors and assigns, except that no Loan Party shall have the right to assign or transfer its rights or obligations hereunder or any interest herein or in the Collateral (and any such assignment or transfer shall be void) except as expressly contemplated by this Agreement or the Credit Agreement.  This Agreement shall be construed as a separate agreement with respect to each Loan Party and may be amended, modified, supplemented, waived or released with respect to any Loan Party without the approval of any other Loan Party and without affecting the obligations of any other Loan Party hereunder.

SECTION 6.07       Severability.  Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.  The parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 6.08       Right of Set-Off.  In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any

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such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness.  Each Lender and L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender or L/C Issuer, as the case may be; provided, that the failure to give such notice shall not affect the validity of such setoff and application.  The rights of the Administrative Agent, each Lender and each L/C Issuer under this Section 6.08 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, such Lender and such L/C Issuer may have.

SECTION 6.09       Governing Law; Jurisdiction; Consent to Service of Process.

(a)           This Agreement shall be construed in accordance with and governed by the law of the State of New York.

(b)           Each of the Loan Parties hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court.  Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.  Nothing in this Agreement or any other Loan Document shall affect any right that the Collateral Agent, any L/C Issuer or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Grantor or its properties in the courts of any jurisdiction.

(c)           Each of the Loan Parties hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section 6.09.  Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d)           Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 6.01.  Nothing in this Agreement or any other Loan

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Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

SECTION 6.10       WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6.10.

SECTION 6.11       Headings.  Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

SECTION 6.12       Security Interest Absolute.  All rights of the Collateral Agent hereunder, the Security Interest, the grant of a security interest in the Pledged Collateral and all obligations of each Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Grantor in respect of the Obligations or this Agreement.

SECTION 6.13       Termination or Release.

(a)           This Agreement, the Security Interest and all other security interests granted hereby shall terminate with respect to all Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable) when all the outstanding Obligations have been indefeasibly paid in full and the Lenders have no further commitment to lend under the Credit Agreement, the L/C Obligations have been reduced to zero (unless the L/C Obligations shall have been collateralized on terms and conditions reasonably satisfactory to the relevant L/C Issuer following the termination of the Commitments)

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and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreement.

(b)           A Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Party ceases to be a Subsidiary or is designated as an Unrestricted Subsidiary of the Borrower; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise.

(c)           Upon any sale or other transfer by any Grantor of any Collateral (other than any transfer to another Guarantor) that is permitted under the Credit Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 of the Credit Agreement, the security interest in such Collateral shall be automatically released.

(d)           In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 6.13, the Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release.  Any execution and delivery of documents pursuant to this Section 6.13 shall be without recourse to or warranty by the Collateral Agent.

(e)           Notwithstanding anything to contrary set forth in this Agreement, each Cash Management Bank and each Hedge Bank by the acceptance of the benefits under this Agreement hereby acknowledges and agrees that (i) the Security Interests granted under this Agreement of the Obligations of any Loan Party and its Subsidiaries under any Secured Hedge Agreement and the Cash Management Obligations shall be automatically released upon termination of the Commitments and payment in full of all other Obligations, in each case, unless the Obligations under the Secured Hedge Agreement or the Cash Management Obligations are due and payable at such time (it being understood and agreed that this Agreement and the Security Interests granted herein shall survive solely as to such due and payable Obligations and until such time as such due and payable Obligations have been paid in full)  and (ii) any release of Collateral or of a Grantor, as the case may be, effected in the manner permitted by this Agreement shall not require the consent of any Hedge Bank or Cash Management Bank.

SECTION 6.14       Additional Restricted Subsidiaries.  Pursuant to Section 6.11 of the Credit Agreement, certain Restricted Subsidiaries of the Loan Parties that were not in existence or not Restricted Subsidiaries on the date of the Credit Agreement are required to enter in this Agreement as Subsidiary Parties upon becoming Restricted Subsidiaries.  Upon execution and delivery by the Collateral Agent and a Restricted Subsidiary of a Security Agreement Supplement, such Restricted Subsidiary shall become a Subsidiary Party hereunder with the same force and effect as if originally named as a Subsidiary Party herein.  The execution and delivery of any such instrument shall not require the consent of any other Loan Party hereunder.  The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any new Loan Party as a party to this Agreement.

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SECTION 6.15       Collateral Agent Appointed Attorney-in-Fact.  Each Grantor irrevocably makes, constitutes and hereby appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such Grantor’s true and lawful agent (and attorney-in-fact) of such Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof at any time after and during the continuance of an Event of Default, which appointment is irrevocable and coupled with an interest.  Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default and notice by the Collateral Agent to the Borrower of its intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or in the name of such Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or bill of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; (h) to make, settle and adjust claims in respect of Article 9 Collateral under policies of insurance, endorsing the name of such Grantor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance, (i) to make all determinations and decisions with respect thereto and (j) to obtain or maintain the policies of insurance required by Section 6.07 of the Credit Agreement or paying any premium in whole or in part relating thereto; and (k) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby.  The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct or that of any of their Affiliates, directors, officers, employees, counsel, agents or attorneys-in-fact.  All sums disbursed by the Collateral Agent in connection with this paragraph, including reasonable attorneys’ fees, court costs, expenses and other charges relating thereto, shall be payable, within 10 days of demand, by the Grantors to the Collateral Agent and shall be additional Obligations secured hereby.

SECTION 6.16       General Authority of the Collateral Agent.  By acceptance of the benefits of this Agreement and any other Collateral Documents, each Secured Party (whether or not a signatory hereto) shall be deemed irrevocably (a) to consent to the appointment of the

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Collateral Agent as its agent hereunder and under such other Collateral Documents, (b) to confirm that the Collateral Agent shall have the authority to act as the exclusive agent of such Secured Party for the enforcement of any provisions of this Agreement and such other Collateral Documents against any Grantor, the exercise of remedies hereunder or thereunder and the giving or withholding of any consent or approval hereunder or thereunder relating to any Collateral or any Grantor’s obligations with respect thereto, (c) to agree that it shall not take any action to enforce any provisions of this Agreement or any other Collateral Document against any Grantor, to exercise any remedy hereunder or thereunder or to give any consents or approvals hereunder or thereunder except as expressly provided in this Agreement or any other Collateral Document and (d) to agree to be bound by the terms of this Agreement and any other Collateral Documents.

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

ENCORE MEDICAL FINANCE LLC,
as the Borrower
By:	/s/ Harry Zimmerman
	Name:
	Title:
ENCORE MEDICAL HOLDINGS LLC,
as Holdings
By:	/s/ Harry Zimmerman
	Name:
	Title:
ENCORE MEDICAL LLC,
By:	/s/ Harry Zimmerman
	Name:
	Title:
ENCORE MEDICAL FINANCE CORP.
By:	/s/ Harry Zimmerman
	Name:
	Title:
ENCORE MEDICAL IHC, INC.
By:	/s/ Harry Zimmerman
	Name:
	Title:

25

ENCORE MEDICAL, L.P.
By:	ENCORE MEDICAL GP, INC.,
	its general partner
By:	/s/ Harry Zimmerman
	Name:
	Title:
ENCORE MEDICAL PARTNERS, INC.
By:	/s/ Harry Zimmerman
	Name:
	Title:
ENCORE MEDICAL ASSET CORPORATION
By:	/s/ Harry Zimmerman
	Name:
	Title:
ENCORE MEDICAL GP, INC.
By:	/s/ Harry Zimmerman
	Name:
	Title:
EMPI, INC.
By:	/s/ Harry Zimmerman
	Name:
	Title:
EMPI CORP.
By:	/s/ Harry Zimmerman
	Name:
	Title:

26

EMPI SALES CORP.
By:	/s/ Harry Zimmerman
	Name:
	Title:
COMPEX TECHNOLOGIES, LLC
By:	/s/ Harry Zimmerman
	Name:
	Title:
SPECTRABRACE, LTD.
By:	/s/ Harry Zimmerman
	Name:
	Title:
BANK OF AMERICA, N.A.,
as Collateral Agent
By:	/s/ Alysa Trakas
	Name: Alysa Trakas
	Title: Vice President

27

Schedule I to
the Security Agreement

SUBSIDIARY PARTIES

Encore Medical LLC

Encore Medical Finance Corp.

Encore Medical IHC, Inc.

Encore Medical, L.P.

Encore Medical Partners, Inc.

Encore Medical Asset Corporation

Encore Medical GP, Inc.

Empi, Inc.

Empi Corp.

Empi Sales Corp.

Compex Technologies, LLC

SpectraBrace, Ltd.

I-1

Schedule II to
the Security Agreement

EQUITY INTERESTS

Issuer Number of
Certificate Registered
Owner Number and
Class of
Equity Interest Percentage
of Equity Interests

PROMISSORY NOTES AND INSTRUMENTS

Issuer Principal  Amount Date of Note Maturity Date

II-1

Schedule III to
the Security Agreement

COMMERCIAL TORT CLAIMS

III-1

Exhibit I to the
Security Agreement

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.

A.            Reference is made to the Credit Agreement dated as of November 3, 2006 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Holdings, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, each lender from time to time party thereto (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 as Syndication Agent, and GENERAL ELECTRIC CAPITAL CORPORATION, as Documentation Agent.

B.            Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement and the Security Agreement referred to therein.

C.            The Grantors have entered into the Security Agreement in order to induce the Lenders to make Loans and the L/C Issuers to issue Letters of Credit.  Section 6.14 of the Security Agreement provides that additional Restricted Subsidiaries of the Borrower may become Subsidiary Parties under the Security Agreement by execution and delivery of an instrument in the form of this Supplement.  The undersigned Restricted Subsidiary (the “New Subsidiary”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Subsidiary Party under the Security Agreement in order to induce the Lenders to make additional Loans and the L/C Issuers to issue additional Letters of Credit and as consideration for Loans previously made and Letters of Credit previously issued.

Accordingly, the Collateral Agent and the New Subsidiary agree as follows:

SECTION 1.  In accordance with Section 6.14 of the Collateral Agreement, the New Subsidiary by its signature below becomes a Subsidiary Party (and accordingly, becomes a Grantor) and Grantor under the Security Agreement with the same force and effect as if originally named therein as a Subsidiary Party and the New Subsidiary hereby (a) agrees to all the terms and provisions of the Security Agreement applicable to it as a Subsidiary Party and Grantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Grantor thereunder are true and correct on and as of the date hereof.  In furtherance of the foregoing, the New Subsidiary, as security for the payment and performance in full of the Obligations does hereby create and grant to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, their successors and assigns, a security interest in and lien on all of the New Subsidiary’s right, title and interest in and to the Collateral (as defined in the Security Agreement) of the New Subsidiary.  Each reference to a “Grantor” in the Security

I-1

Agreement shall be deemed to include the New Subsidiary.  The Security Agreement is hereby incorporated herein by reference.

SECTION 2.  The New Subsidiary represents and warrants to the Collateral Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

SECTION 3.  This Supplement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Collateral Agent shall have received a counterpart of this Supplement that bears the signature of the New Subsidiary, and the Collateral Agent has executed a counterpart hereof.  Delivery of an executed signature page to this Supplement by facsimile transmission or other electronic transmission (i.e., a “PDF” or “TIF”) shall be as effective as delivery of a manually signed counterpart of this Supplement.

SECTION 4.  The New Subsidiary hereby represents and warrants that set forth under its signature hereto is the true and correct legal name of the New Subsidiary, its jurisdiction of formation and the location of its chief executive office.

SECTION 5.  Except as expressly supplemented hereby, the Security Agreement shall remain in full force and effect.

SECTION 6.  THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 7.  In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Security Agreement shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 8.  All communications and notices hereunder shall be in writing and given as provided in Section 6.01 of the Security Agreement.

SECTION 9.  The New Subsidiary agrees to reimburse the Collateral Agent for its reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Collateral Agent.

I-2

IN WITNESS WHEREOF, the New Subsidiary and the Collateral Agent have duly executed this Supplement to the Security Agreement as of the day and year first above written.

[NAME OF NEW SUBSIDIARY]
By:
	Name:
	Title:
Jurisdiction of Formation:
Address of Chief Executive Office:
BANK OF AMERICA, N.A.
as Collateral Agent
By:
	Name:
	Title:

I-3

Schedule I
to the Supplement No      to the
Security Agreement

LOCATION OF COLLATERAL

Description Location

EQUITY INTERESTS

Issuer Number of
Certificate Registered 
Owner Number and
Class of
Equity Interests Percentage
of Equity Interests

PROMISSORY NOTES AND INSTRUMENTS

Issuer Principal
Amount Date of Note Maturity Date

I-1

Exhibit II to the
Security Agreement

FORM OF
PERFECTION CERTIFICATE

Reference is made to the Credit Agreement dated as of November 3, 2006 (the “Credit Agreement”) among ENCORE MEDICAL FINANCE, LLC (the “Borrower”), ENCORE MEDICAL HOLDINGS, LLC (“Holdings”), BANK OF AMERICA, N.A., as Administrative Agent, Swing-Line Lender and an L/C Issuer, each Lender from time to time party thereto, 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.  Capitalized terms used but not defined herein have the meanings assigned in the Credit Agreement or the Security Agreement or Guaranty referred to therein, as applicable.

The undersigned, the Chief Financial Officer and the Chief Legal Officer, respectively, of the Borrower, hereby certify to the Administrative Agent and each other Secured Party as follows:

1.             Names.  (a)  The exact legal name of each Loan Party, as such name appears in its respective certificate of incorporation or formation, is as follows:

(b)  Set forth in Schedule 1 is each other legal name, to our knowledge, each Loan Party has had in the past five years, together with the date of the relevant change:

(c)  Except as set forth in Schedule 1 hereto, to our knowledge, no Loan Party has changed its identity or corporate structure in any way within the past five years.  Changes in identity or corporate structure would include mergers, consolidations and acquisitions, as well as any change in the form, nature or jurisdiction of organization.  If any such change has occurred, include in Schedule 1 the information required by Sections 1 and 2 of this certificate as to each acquiree or constituent party to a merger or consolidation to the extent such information is available to the Borrower.

(d)  To our knowledge, Schedule 1 sets forth a list of all other names (including trade names or similar appellations) used by each Loan Party or any of its divisions or other business units in connection with the conduct of its business or the ownership of its properties at any time during the past five years:

(e)  Set forth below is the Organizational Identification Number, if any, issued by the jurisdiction of formation of each Loan Party that is a registered organization:

(f)  Set forth below is the Federal Taxpayer Identification Number of each Loan Party:

2.             Current Locations.  (a)  The chief executive office of each Loan Party is located at the address set forth opposite its name below:

II-1

(b)  The jurisdiction of formation of each Loan Party that is a registered organization is set forth opposite its name below:

3.             Unusual Transactions.  To our knowledge, all Accounts have been originated by the applicable Loan Party and all Inventory has been acquired by the applicable Loan Party in the ordinary course of business (other than Accounts acquired in connection with a business acquisition).

4.             Schedule of Filings.  Attached hereto as Schedule 4 is a schedule setting forth the proper Uniform Commercial Code filing office in the jurisdiction in which each Loan Party is located and, to the extent any of the Collateral is comprised of fixtures, in the proper local jurisdiction, in each case as set forth with respect to such Loan Party in Section 2 hereof.

5.             Stock Ownership and other Equity Interests.  Attached hereto as Schedule 5 is a true and correct list of all the issued and outstanding Equity Interests of the Borrower and each Subsidiary and the record and beneficial owners of such Equity Interests.

6.             Debt Instruments.  Attached hereto as Schedule 6 is a true and correct list of all promissory notes and other evidence of Indebtedness held by Holdings, the Borrower and each other Loan Party having a principal amount in excess of $2,000,000 that are required to be pledged under the Security Agreement, including all intercompany notes between Loan Parties.

7.             Intellectual Property.  (a)  Attached hereto as Schedule 7(A) in proper form for filing with the United States Patent and Trademark Office is a schedule setting forth, to our knowledge, all of each Loan Party’s: (i) Patents and Patent Applications, including the name of the registered owner, type, and registration or application number of each Patent and Patent Application owned by any Loan Party; and (ii) Trademarks and Trademark Applications, including the name of the registered owner, and the registration or application number of each Trademark and Trademark application owned by any Loan Party.

(b)  Attached hereto as Schedule 7(B) in proper form for filing with the United States Copyright Office is a schedule setting forth, to our knowledge, all of each Loan Party’s Copyrights, including the name of the registered owner, title, and the registration number of each Copyright owned by any Loan Party.

II-2

Schedule 1

Loan Party Each Legal Name
in Past Five Years
(with date of relevant
change Changes in Identity or
Corporate Structure in Past
Five Years (including
Mergers, Consolidations
and Acquisitions, and any
change in form, nature or
jurisdiction) List of all other Names
(including Trade Names)
in Past Five Years

II-3

Schedule 4

Loan Parties Filing Location

II-4

Schedule 5

Entity Jurisdiction of
Incorporation
or Formation Issued and
Outstanding
Equity
Interests Owner(s)

II-5

Schedule 6

Lender Issuer Principal Amount Date of Note Maturity Date

II-6

Schedule 7(A)(i)

Trademarks and Trademark Applications

Trademark Country Reg. No./Date App. No./File Owner Status

II-7

Schedule 7(A)(ii)

Patents and Published Pending Patent Applications

Country Application or
Publication No. Title Owner of Record Date Filed/
Date Issued

II-8

Schedule 7(B)

Copyrights

Subject Country Date Issued Reg. Number

II-9

IN WITNESS WHEREOF, the undersigned have duly executed this certificate as of the date first set above.

ENCORE MEDICAL FINANCE LLC,
	by:
		Name:
		Title:

Perfection Certificate

Exhibit III to the
Security Agreement

FORM OF CONSENT TO ASSIGNMENT OF LETTER OF CREDIT RIGHTS

To:          Bank of America, N.A., as Collateral Agent

[                                        ]

[                                        ]

[                                        ]

[INSERT NAME OF BENEFICIARY], as Beneficiary

[                                        ]

[                                        ]

[                                        ]

We refer to the [INSERT ALL IDENTIFYING INFORMATION WITH RESPECT TO RELEVANT LETTER OF CREDIT] (as it may be amended, supplemented or otherwise modified from time to time, the “Letter of Credit”)[, a true copy of which is attached hereto].  The Letter of Credit has been established in favor of [INSERT NAME OF BENEFICIARY], as beneficiary (the “Beneficiary”), and we are the [issuing bank (the “Issuing Bank”)][nominated person (the “Nominated Person”)] required to give value thereunder pursuant to one [or more] drawing[s] upon the satisfaction of the conditions stated in the Letter of Credit.  The liability of the [Issuing Bank][Nominated Person] for action or omissions under the Letter of Credit is governed by the laws of [INSERT RELEVANT JURISDICTION], as chosen by agreement in the Letter of Credit.  [To the best knowledge of the undersigned,] the signatories to this consent letter are the only persons obligated to give value under the Letter of Credit.

We hereby confirm that there is no term in the Letter of Credit or other restriction which prohibits, restricts or requires any person’s consent to the Beneficiary’s assignment of or creation of a security interest in the rights to payment or performance under the Letter of Credit.  We hereby consent to and acknowledge the assignment by the Beneficiary of all proceeds of and rights to payment and performance under the Letter of Credit in favor of [                ], as collateral agent (the “Collateral Agent”) pursuant to the Security Agreement dated as of [                ], 200   executed by the Beneficiary [and other parties thereto], as Grantor, in favor of the Collateral Agent, as such agreement may be amended, amended and restated, supplemented or otherwise modified from time to time (the “Security Agreement”).

We hereby agree to pay, irrespective of, and without deduction for, any counterclaim, defense, recoupment or set-off, all proceeds of the Letter of Credit that would otherwise be paid to the Beneficiary directly to the Collateral Agent to the following account:

III-1

[                                        ]

[                                        ]

[                                        ]

[                                        ]

We hereby confirm and agree that the Letter of Credit is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and that the Collateral Agent shall have no liability or obligation under or with respect to the Letter of Credit or any document related thereto as a result of this consent letter, the Security Agreement or otherwise.

This consent letter may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same consent letter.  Delivery of an executed counterpart of a signature page to this consent letter by facsimile transmission or other electronic transmission (i.e. “PDF” or “TIF”) shall be effective as delivery of an original executed counterpart of this consent letter.

This consent letter shall be governed by, and construed in accordance with, the laws of the State of New York.

[NAME OF ISSUING BANK]
By:
	Name:
	Title:
[NAME OF NOMINATED PERSON]
By:
	Name:
	Title:

III-2

The above is acknowledged and agreed to:

[NAME OF GRANTOR/BENEFICIARY]

By

Name:

Title:

Address for Notices:

III-3

EX-4.5

Exhibit 4.5

EXECUTION VERSION

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 Agent

TABLE OF CONTENTS

	Page
ARTICLE I DEFINITIONS	1
Section 1.01   Credit Agreement	1
Section 1.02   Other Defined Terms	1
ARTICLE II SECURITY INTERESTS	4
Section 2.01   Security Interest	4
Section 2.02   Representations and Warranties	5
Section 2.03   Covenants	7
Section 2.04   As to Intellectual Property Collateral	8
ARTICLE III REMEDIES	10
Section 3.01   Remedies Upon Default	10
Section 3.02   Application of Proceeds	11
Section 3.03   Grant of License to Use Intellectual Property	11
ARTICLE IV INDEMNITY, SUBROGATION AND SUBORDINATION	12
Section 4.01   Indemnity	12
Section 4.02   Contribution and Subrogation	12
Section 4.03   Subordination	12
ARTICLE V MISCELLANEOUS	12
Section 5.01   Notices	12
Section 5.02   Waivers; Amendment	13
Section 5.03   Collateral Agent’s Fees and Expenses; Indemnification	13
Section 5.04   Successors and Assigns	14
Section 5.05   Survival of Agreement	14
Section 5.06   Counterparts; Effectiveness; Several Agreement	14
Section 5.07   Severability	15
Section 5.08   Right of Set-Off	15
Section 5.09   Governing Law; Jurisdiction; Consent to Service of Process	15
Section 5.10   WAIVER OF JURY TRIAL	16
Section 5.11   Headings	16
Section 5.12   Security Interest Absolute	16
Section 5.13   Termination or Release	17
Section 5.14   Additional Restricted Subsidiaries	18
Section 5.15   General Authority of the Collateral Agent	18
Section 5.16   Collateral Agent Appointed Attorney-in-Fact	18

Schedules

Schedule I	Subsidiary Parties
Schedule II	Intellectual Property
Schedule III	Post-Closing Items

Exhibits

Exhibit IForm of Supplement

2

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”).

Reference is made to the Credit Agreement dated as of November 3, 2006 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Holdings, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, each lender from time to time party thereto (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. The Lenders have agreed to extend credit to the Borrower subject to the terms and conditions set forth in the Credit Agreement. The Grantors may receive, directly or indirectly, a portion of the proceeds of the Loans under the Credit Agreement and will derive substantial direct and indirect benefits from the transactions contemplated by the Credit Agreement. It is a condition precedent to the making of Loans and the issuance of Letters of Credit by the Lenders under the Credit Agreement and the entry by any Lender or Affiliate of a Lender in its capacity as a provider of cash management services into Cash Management Obligations and Hedge Banks into Secured Hedge Agreements from time to time that the Grantors shall have executed and delivered this Agreement. Holdings and the Subsidiary Parties are affiliates of the Borrower, will derive substantial benefits from the extension of credit to the Borrower pursuant to the Credit Agreement and are willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01Credit Agreement.

(a)Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the Credit Agreement. All terms defined in the New York UCC (as defined herein) and not defined in this Agreement have the meanings specified therein; the term “instrument” shall have the meaning specified in Article 9 of the New York UCC.

(b)The rules of construction specified in Article I of the Credit Agreement also apply to this Agreement.

Section 1.02Other Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

“Agreement” means this Intellectual Property Security Agreement.

“Borrower” has the meaning assigned to such term in the preliminary statement of this Agreement.

“Claiming Party” has the meaning assigned to such term in Section 4.02.

“Collateral” has the meaning assigned to such term in Section 2.01.

“Collateral Agent” has the meaning assigned to such term in the preliminary statement of this Agreement.

“Contributing Party” has the meaning assigned to such term in Section 4.02.

“Copyright License” means any written agreement, now or hereafter in effect, granting any right to any third party under any copyright now or hereafter owned by any Grantor or that such Grantor otherwise has the right to license, or granting any right to any Grantor under any copyright now or hereafter owned by any third party, and all rights of such Grantor under any such agreement.

“Copyrights” means all of the following now owned or hereafter acquired by any Grantor:  (a) all copyright rights in any work, whether registered or unregistered, subject to the copyright laws of the United States or any other country, whether as author, assignee, transferee or otherwise, and (b) all registrations and applications for registration of any such copyright in the United States or any other country, including registrations, recordings, supplemental registrations and pending applications for registration in the United States Copyright Office, including those listed on Schedule II.

“Credit Agreement” has the meaning assigned to such term in the preliminary statement of this Agreement.

“Grantor” means each of Holdings, the Borrower and each Subsidiary Party that is a Domestic Subsidiary and not an Unrestricted Subsidiary or an Excluded Subsidiary.

“Holdings” has the meaning assigned to such term in the preliminary statement of this Agreement.

“Intellectual Property” means all intellectual and similar property of every kind and nature now owned or hereafter acquired by any Grantor, including inventions, designs, Patents, Copyrights, Licenses, Trademarks, trade secrets, confidential or proprietary technical and business information, know how, show how or other data or information, software and databases and all embodiments or fixations thereof and related documentation, registrations and franchises, and all additions, improvements and accessions to, and books and records describing or used in connection with, any of the foregoing.

“Intellectual Property Collateral” means Collateral consisting of Intellectual Property.

“Intellectual Property Security Agreement Supplement” means an instrument in the form of Exhibit I hereto.

“Lender” has the meaning assigned to such term in the preliminary statement of this Agreement.

2

“License” means any Patent License, Trademark License, Copyright License or other license or sublicense agreement relating to Intellectual Property to which any Grantor is a party, including those listed on Schedule II.

“New York UCC” means the Uniform Commercial Code as from time to time in effect in the State of New York.

“Patent License” means any written agreement, now or hereafter in effect, granting to any third party any right to make, use or sell any invention on which a patent, now or hereafter owned by any Grantor or that any Grantor otherwise has the right to license, is in existence, or granting to any Grantor any right to make, use or sell any invention on which a patent, now or hereafter owned by any third party, is in existence, and all rights of any Grantor under any such agreement.

“Patents” means all of the following now owned or hereafter acquired by any Grantor:  (a) all letters patent of the United States or the equivalent thereof in any other country, all registrations and recordings thereof, and all applications for letters patent of the United States or the equivalent thereof in any other country, including registrations, recordings and pending applications in the United States Patent and Trademark Office or any similar offices in any other country, including those listed on Schedule II, and (b) all reissues, continuations, divisions, continuations-in-part, renewals or extensions thereof, and the inventions disclosed or claimed therein, including the right to make, use and/or sell the inventions disclosed or claimed therein.

“Perfection Certificate” has the meaning specified in the Security Agreement dated the date hereof among the parties hereto (as amended, supplemented or otherwise modified from time to time, the “Security Agreement”).

“Proceeds” has the meaning specified in Section 9-102 of the New York UCC.

“Security Interest” has the meaning assigned to such term in Section 2.01(a).

“Subsidiary Parties” means (a) the Subsidiaries identified on Schedule I and (b) each other Subsidiary that becomes a party to this Agreement as a Subsidiary Party after the Closing Date.

“Trademark License” means any written agreement, now or hereafter in effect, granting to any third party any right to use any trademark now or hereafter owned by any Grantor or that any Grantor otherwise has the right to license, or granting to any Grantor any right to use any trademark now or hereafter owned by any third party, and all rights of any Grantor under any such agreement.

“Trademarks” means all of the following now owned or hereafter acquired by any Grantor:  (a) all trademarks, service marks, trade names, domain names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all registration and recording applications filed in connection therewith, including registrations and registration applications in the United States Patent and Trademark Office or any similar offices in any State

3

of the United States or any other country or any political subdivision thereof, and all extensions or renewals thereof, including those listed on Schedule II, (b) all goodwill associated therewith or symbolized thereby and (c) all other assets, rights and interests that uniquely reflect or embody such goodwill.

ARTICLE II

SECURITY INTERESTS

Section 2.01Security Interest.

(a)  As security for the payment or performance, as the case may be, in full of the Obligations, including the Guaranties, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”):

(i)all Copyrights;

(ii)all Patents;

(iii)all Trademarks;

(iv)all Licenses;

(v)all other Intellectual Property; and

(vi)all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing;

provided that with respect to any Trademarks, applications in the United States Patent and Trademark Office to register Trademarks or service marks on the basis of any Grantor’s “intent to use” such Trademarks or service marks will not be deemed to be Collateral unless and until a “Statement of Use” or “Amendment to Allege Use” has been filed and accepted in the United States Patent and Trademark Office, whereupon such application shall be automatically subject to the security interest granted herein and deemed to be included in the Collateral.

(b)Each Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements with respect to the Collateral or any part thereof and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Collateral Agent promptly upon request.

4

The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Collateral Agent as secured party.

(c)The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.

Section 2.02Representations and Warranties. Holdings and the Borrower jointly and severally represent and warrant, as to themselves and the other Grantors, to the Collateral Agent and the other Secured Parties that:

(a)Each Grantor owns or has exclusive rights to the Collateral with respect to which it has purported to grant a Security Interest hereunder and has full power and authority to grant to the Collateral Agent the Security Interest in such Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval that has been obtained.

(b)The Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations prepared by the Collateral Agent based upon the information provided to the Collateral Agent in the Perfection Certificate (delivered pursuant to the Security Agreement) for filing in each governmental, municipal or other office specified in Schedule 2 to the Perfection Certificate (or specified by notice from the Borrower to the Collateral Agent after the Closing Date in the case of filings, recordings or registrations required by Section 6.11 of the Credit Agreement), are all the filings, recordings and registrations (other than filings required to be made in the United States Patent and Trademark Office and the United States Copyright Office in order to perfect the Security Interest in Collateral consisting of United States Patents, Trademarks and Copyrights) that are necessary to establish a legal, valid and perfected security interest in favor of the Collateral Agent (for the benefit of the Secured Parties) in respect of all Collateral in which the Security Interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof) and its territories and possessions, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary in any such jurisdiction, except as provided under applicable law with respect to the filing of continuation statements. Each Grantor represents and warrants that a fully executed agreement in the form hereof and containing a description of all Collateral consisting of Intellectual Property with respect to United States Patents and United States registered Trademarks (and Trademarks for which United States registration applications are pending) and United States registered Copyrights have been delivered to the Collateral Agent for recording by the United States Patent and Trademark Office and the United States Copyright Office pursuant to 35 U.S.C. § 261, 15 U.S.C. § 1060 or 17 U.S.C. § 205 and the regulations thereunder, as applicable, and otherwise as may be required

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pursuant to the laws of any other necessary jurisdiction, to protect the validity of and to establish a legal, valid and perfected security interest in favor of the Collateral Agent (for the benefit of the Secured Parties) in respect of all Collateral consisting of Patents, Trademarks and Copyrights in which a security interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof) and its territories and possessions, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary (other than such actions as are necessary to perfect the Security Interest with respect to any Collateral consisting of Patents, Trademarks and Copyrights (or registration or application for registration thereof) acquired or developed after the date hereof).

(c)The Security Interest constitutes (i) a legal and valid security interest in all the Collateral securing the payment and performance of the Obligations, including the Guaranties, (ii) subject to the filings described in Section 2.02(b), a perfected security interest in all Collateral in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the Uniform Commercial Code and (iii) a security interest that shall be perfected in all Collateral in which a security interest may be perfected upon the receipt and recording of this Agreement with the United States Patent and Trademark Office and the United States Copyright Office, as applicable, within the three month period (commencing as of the date hereof) pursuant to 35 U.S.C. § 261 or 15 U.S.C. § 1060 or the one month period (commencing as of the date hereof) pursuant to 17 U.S.C. § 205 and otherwise as may be required pursuant to the laws of any other necessary jurisdiction. The Security Interest is and shall be prior to any other Lien on any of the Collateral, other than (i) any nonconsensual Lien that is expressly permitted pursuant to Section 7.01 of the Credit Agreement and has priority as a matter of law and (ii) Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement.

(d)The Collateral is owned or exclusively licensed by the Grantors free and clear of any Lien, except for Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement. None of the Grantors has filed or consented to the filing of (i) any financing statement or analogous document under the Uniform Commercial Code or any other applicable laws covering any Collateral, (ii) any assignment in which any Grantor assigns any Collateral or any security agreement or similar instrument covering any Collateral with the United States Patent and Trademark Office or the United States Copyright Office or (iii) any assignment in which any Grantor assigns any Collateral or any security agreement or similar instrument covering any Collateral with any foreign governmental, municipal or other office, which financing statement or analogous document, assignment, security agreement or similar instrument is still in effect, except, in each case, for Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement.

(e)Such Grantor owns, licenses or possesses the right to use, all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for

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the operation of their respective businesses as currently conducted, and, without conflict with the rights of any Person, except to the extent such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. To such Grantor’s knowledge, as of the Closing Date, the IP Rights set forth on Schedule II hereto are owned or exclusively licensed by such Grantor, and to such Grantor’s knowledge, the IP Rights are valid and enforceable. No IP Rights, advertising, product, process, method, substance, part or other material used by such Grantor in the operation of the business as currently conducted, infringes, misappropriates, dilutes, misuses or otherwise violates any rights held by any Person except for such infringements, misappropriation, dilution, and misuse, individually or in the aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim, investigation, proceeding or litigation regarding any of the IP Rights, is pending or, to the knowledge of such Grantor, threatened against such Grantor, which either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Section 2.03Covenants.

(a)The Borrower agrees promptly to notify the Collateral Agent in writing of any change (i) in legal name of any Grantor, (ii) in the identity or type of organization or corporate structure of any Grantor, or (iii) in the jurisdiction of organization of any Grantor, in each case, within 10 days of such change.

(b)Each Grantor shall, at its own expense, take any and all commercially reasonable actions necessary to defend title to the Collateral against all Persons and to defend the Security Interest of the Collateral Agent in the Collateral and the priority thereof against any Lien not expressly permitted pursuant to Section 7.01 of the Credit Agreement.

(c)The Borrower agrees, on its own behalf and on behalf of each other Grantor, at its own expense, to execute, acknowledge, deliver and cause to be duly filed all such further instruments and documents and take all such actions as the Collateral Agent may from time to time reasonably request to better assure, preserve, protect and perfect the Security Interest and the rights and remedies created hereby, including the payment of any fees and taxes required in connection with the execution and delivery of this Agreement, the granting of the Security Interest and the filing of any financing statements or other documents in connection herewith or therewith.

Without limiting the generality of the foregoing, each Grantor hereby authorizes the Collateral Agent, with prompt notice thereof to the Grantors, to supplement this Agreement by supplementing Schedule II or adding additional schedules hereto to specifically identify any asset or item that may constitute Copyrights, Licenses, Patents or Trademarks; provided that any Grantor shall have the right, exercisable within 10 days after it has been notified by the Collateral Agent of the specific identification of such Collateral, to advise the Collateral Agent in writing of any inaccuracy of the representations and warranties made by such Grantor hereunder with respect to such Collateral. Each Grantor agrees that it will use its best efforts to take such action as shall be necessary in order that all representations and warranties hereunder shall be true and correct with respect to such Collateral within 30 days after the date it has been notified by the Collateral Agent of the specific identification of such Collateral.

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(d)At its option, the Collateral Agent may discharge past due taxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Collateral and not permitted pursuant to Section 7.01 of the Credit Agreement, and may pay for the maintenance and preservation of the Collateral to the extent any Grantor fails to do so as required by the Credit Agreement or this Agreement and within a reasonable period of time after the Collateral Agent has requested that it do so, and each Grantor jointly and severally agrees to reimburse the Collateral Agent within 10 days after demand for any payment made or any reasonable expense incurred by the Collateral Agent pursuant to the foregoing authorization. Nothing in this paragraph shall be interpreted as excusing any Grantor from the performance of, or imposing any obligation on the Collateral Agent or any Secured Party to cure or perform, any covenants or other promises of any Grantor with respect to taxes, assessments, charges, fees, Liens, security interests or other encumbrances and maintenance as set forth herein or in the other Loan Documents.

(e)Each Grantor (rather than the Collateral Agent or any Secured Party) shall remain liable (as between itself and any relevant counterparty) to observe and perform all the conditions and obligations to be observed and performed by it under each contract, agreement or instrument relating to the Collateral, all in accordance with the terms and conditions thereof, and each Grantor jointly and severally agrees to indemnify and hold harmless the Collateral Agent and the other Secured Parties from and against any and all liability for such performance.

(f)On or prior to a date that is 60 days after the Closing Date, or such later date as the Collateral Agent may reasonably determine after any request for extension by the Borrower, the Collateral Agent shall receive a certificate from a Responsible Officer of the Borrower confirming that all actions set forth on Schedule III have been completed (with the exception of, if appropriate, any actions that the Borrower certifies as not being able to complete, after having taken all commercially reasonable efforts to complete such actions); provided, that, with respect to any actions to be taken that have not been completed by such date, the Collateral Agent may determine in its sole reasonable judgment to waive such actions if it reasonably determines that the cost of completing such action is excessive in relation to the benefits afforded to the Secured Parties thereby. In addition, the Borrower shall take all commercially reasonable actions to complete the actions set forth on Schedule III as soon as reasonably practical after the Closing Date.

Section 2.04As to Intellectual Property Collateral.

(a)Except to the extent failure to act could not reasonably be expected to have a Material Adverse Effect, with respect to registration or pending application of each item of its Intellectual Property Collateral for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all steps, including, without limitation, in the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authority located in the United States, to (i) maintain the validity and enforceability of any registered Intellectual Property Collateral (or applications therefor) and maintain such Intellectual Property Collateral in full force and effect, and (ii) pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application, now or hereafter included in such Intellectual Property Collateral of such Grantor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and

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Trademark Office, the U.S. Copyright Office or other governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 or the U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings.

(b)Except as could not reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property Collateral may lapse, be terminated, or become invalid or unenforceable or placed in the public domain (or in case of a trade secret, lose its competitive value).

(c)Except where failure to do so could not reasonably be expected to have a Material Adverse Effect, each Grantor shall take all steps to preserve and protect each item of its Intellectual Property Collateral, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks, consistent with the quality of the products and services as of the date hereof, and taking all steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to the standards of quality.

(d)Each Grantor agrees that, should it obtain an ownership or other interest in any Intellectual Property Collateral after the Closing Date (“After-Acquired Intellectual Property”) (i) the provisions of this Agreement shall automatically apply thereto, and (ii) any such After-Acquired Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby, shall automatically become part of the Intellectual Property Collateral subject to the terms and conditions of this Agreement with respect thereto.

(e)Once every fiscal quarter of the Borrower, with respect to issued or registered Patents (or published applications therefor) or Trademarks (or applications therefor), and once every month, with respect to registered Copyrights, each Grantor shall sign and deliver to the Collateral Agent an appropriate Intellectual Property Security Agreement with respect to all applicable Intellectual Property owned or exclusively licensed by it as of the last day of such period, to the extent that such Intellectual Property is not covered by any previous Intellectual Property Security Agreement so signed and delivered by it. In each case, it will promptly cooperate as reasonably necessary to enable the Collateral Agent to make any necessary or reasonably desirable recordations with the U.S. Copyright Office or the U.S. Patent and Trademark Office, as appropriate.

(f)Nothing in this Agreement prevents any Grantor from discontinuing the use or maintenance of any or its Intellectual Property Collateral to the extent permitted by the Credit Agreement if such Grantor determines in its reasonable business judgment that such discontinuance is desirable in the conduct of its business.

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ARTICLE III

REMEDIES

Section 3.01Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, each Grantor agrees to deliver each item of Collateral to the Collateral Agent on demand, and it is agreed that the Collateral Agent shall have the right, at the same or different times, with respect to any Collateral consisting of Intellectual Property, on demand, to cause the Security Interest to become an assignment, transfer and conveyance of any of or all such Collateral by the applicable Grantors to the Collateral Agent, or to license or sublicense, whether general, special or otherwise, and whether on an exclusive or nonexclusive basis, any such Collateral throughout the world on such terms and conditions and in such manner as the Collateral Agent shall determine (other than in violation of any then existing licensing arrangements to the extent that waivers cannot be obtained), and, generally, to exercise any and all rights afforded to a secured party with respect to the Obligations under the Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, each Grantor agrees that the Collateral Agent shall have the right, subject to the mandatory requirements of applicable law and the notice requirements described below, to sell or otherwise dispose of all or any part of the Collateral securing the Obligations at a public or private sale, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. Each such purchaser at any sale of Collateral shall hold the property sold absolutely, free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted.

The Collateral Agent shall give the applicable Grantors 10 days’ written notice (which each Grantor agrees is reasonable notice within the meaning of Section 9 611 of the New York UCC or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Agreement, any Secured Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on

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the part of any Grantor (all said rights being also hereby waived and released to the extent permitted by law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to such Secured Party from any Grantor as a credit against the purchase price, and such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to any Grantor therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court appointed receiver. Any sale pursuant to the provisions of this Section 3.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the New York UCC or its equivalent in other jurisdictions.

Section 3.02Application of Proceeds. The Collateral Agent shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, in accordance with Section 8.04 of the Credit Agreement as of the Closing Date.

The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Section 3.03Grant of License to Use Intellectual Property. For the purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Collateral Agent at any time after and during the continuance of an Event of Default, grant to the Collateral Agent an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof. The use of such license by the Collateral Agent may be exercised, at the option of the Collateral Agent, during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.

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ARTICLE IV

INDEMNITY, SUBROGATION AND SUBORDINATION

Section 4.01Indemnity. In addition to all such rights of indemnity and subrogation as the Grantors may have under applicable law (but subject to Section 4.03), the Borrower agrees that in the event any assets of any Grantor shall be sold pursuant to this Agreement or any other Collateral Document to satisfy in whole or in part an obligation owed to any Secured Party, the Borrower shall indemnify such Grantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

Section 4.02Contribution and Subrogation. Each Subsidiary Party (a “Contributing Party”) agrees (subject to Section 4.03) that, in the event assets of any other Subsidiary Party shall be sold pursuant to any Collateral Document to satisfy any Obligation owed to any Secured Party and such other Subsidiary Party (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 4.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the greater of the book value or the fair market value of such assets, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Grantors on the date hereof (or, in the case of any Grantor becoming a party hereto pursuant to Section 5.14, the date of the Intellectual Property Security Agreement Supplement executed and delivered by such Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 4.02 shall be subrogated to the rights of such Claiming Party to the extent of such payment.

Section 4.03Subordination.

(a)Notwithstanding any provision of this Agreement to the contrary, all rights of the Grantors under Sections 4.01 and 4.02 and all other rights of indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated to the indefeasible payment in full in cash of the Obligations. No failure on the part of the Borrower or any Grantor to make the payments required by Sections 4.01 and 4.02 (or any other payments required under applicable law or otherwise) shall in any respect limit the obligations and liabilities of any Grantor with respect to its obligations hereunder, and each Grantor shall remain liable for the full amount of the obligations of such Grantor hereunder.

(b)Each Grantor hereby agrees that upon the occurrence and during the continuance of an Event of Default and after notice from the Collateral Agent all Indebtedness owed by it to any Subsidiary shall be fully subordinated to the indefeasible payment in full in cash of the Obligations.

ARTICLE V

MISCELLANEOUS

Section 5.01Notices. All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 10.02 of

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the Credit Agreement. All communications and notices hereunder to any Subsidiary Party shall be given to it in care of the Borrower as provided in Section 10.02 of the Credit Agreement.

Section 5.02Waivers; Amendment.

(a)No failure or delay by the Collateral Agent, any L/C Issuer or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Collateral Agent, the L/C Issuers and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Collateral Agent, any Lender or any L/C Issuer may have had notice or knowledge of such Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances.

(b)Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 10.01 of the Credit Agreement.

Section 5.03Collateral Agent’s Fees and Expenses; Indemnification.

(a)The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 10.04 of the Credit Agreement.

(b)Without limitation of its indemnification obligations under the other Loan Documents, the Borrower agrees to indemnify the Collateral Agent and the other Indemnitees (as defined in Section 10.05 of the Credit Agreement) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating to any of the foregoing agreement or instrument contemplated hereby, or to the Collateral, whether or not any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of

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such Indemnitee or any Affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnitee.

(c)Any such amounts payable as provided hereunder shall be additional Obligations secured hereby and by the other Collateral Documents. The provisions of this Section 5.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 5.03 shall be payable within 10 days of written demand therefor.

Section 5.04Successors and Assigns. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any Grantor or the Collateral Agent that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns.

Section 5.05Survival of Agreement. All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Lenders and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any Lender or on its behalf and notwithstanding that the Collateral Agent, any L/C Issuer or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreement, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under any Loan Document is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated.

Section 5.06Counterparts; Effectiveness; Several Agreement. This Agreement may be executed in counterparts, each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile transmission or other electronic transmission (i.e., a “PDF” or “TIF”) shall be as effective as delivery of a manually signed counterpart of this Agreement. This Agreement shall become effective as to any Loan Party when a counterpart hereof executed on behalf of such Loan Party shall have been delivered to the Collateral Agent and a counterpart hereof shall have been executed on behalf of the Collateral Agent, and thereafter shall be binding upon such Loan Party and the Collateral Agent and their respective permitted successors and assigns, and shall inure to the benefit of such Loan Party, the Collateral Agent and the other Secured Parties and their respective successors and assigns, except that no Loan Party shall have the right to assign or transfer its rights or obligations hereunder or any interest herein or in the Collateral (and any such assignment or transfer shall be void) except as expressly contemplated by this Agreement or the Credit Agreement. This Agreement shall be construed as a separate agreement with respect to each Loan Party and may be amended, modified, supplemented,

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waived or released with respect to any Loan Party without the approval of any other Loan Party and without affecting the obligations of any other Loan Party hereunder.

Section 5.07Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Section 5.08Right of Set-Off. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates and each L/C Issuer and its Affiliates is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or under any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the case of any such deposits or other Indebtedness for the credit or the account of any Foreign Subsidiary, such set off may only be against any obligations of Foreign Subsidiaries. Each Lender and each L/C Issuer agrees promptly to notify the Borrower and the Collateral Agent after any such set off and application made by such Lender or such L/C Issuer, as the case may be; provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender and each L/C Issuer under this Section 6.08 are in addition to other rights and remedies (including other rights of setoff) that the Collateral Agent, such Lender and such L/C Issuer may have.

Section 5.09Governing Law; Jurisdiction; Consent to Service of Process.

(a)This Agreement shall be construed in accordance with and governed by the law of the State of New York.

(b)Each of the Loan Parties hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and

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unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Collateral Agent, any L/C Issuer or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Grantor or its properties in the courts of any jurisdiction.

(c)Each of the Loan Parties hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section 5.09. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d)Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 5.01. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Section 5.10WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.10.

Section 5.11Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

Section 5.12Security Interest Absolute. All rights of the Collateral Agent hereunder, the Security Interest, the grant of a security interest in the Pledged Collateral and all obligations of each Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any

16

departure from the Credit Agreement, any other Loan Document or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Grantor in respect of the Obligations or this Agreement.

Section 5.13Termination or Release.

(a)This Agreement, the Security Interest and all other security interests granted hereby shall terminate when all the outstanding Obligations have been indefeasibly paid in full (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable) and the Lenders have no further commitment to lend under the Credit Agreement, the L/C Obligations have been reduced to zero (unless the L/C Obligations shall have been collateralized on terms and conditions reasonably satisfactory to the relevant L/C Issuer following the termination of the Commitments) and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreement.

(b)A Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Party ceases to be a Subsidiary or is designated as an Unrestricted Subsidiary of the Borrower; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise.

(c)Upon any sale or other transfer by any Grantor of any Collateral (other than any transfer to another Grantor) that is permitted under the Credit Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 of the Credit Agreement, the security interest in such Collateral shall be automatically released.

(d)In connection with any termination or release pursuant to paragraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 5.13 shall be without recourse to or warranty by the Collateral Agent.

(e)Notwithstanding anything to contrary set forth in this Agreement, each Cash Management Bank and each Hedge Bank by the acceptance of the benefits under this Agreement hereby acknowledge and agree that (i) the Security Interests granted under this Agreement of the Obligations of the Borrower or any Subsidiary under any Secured Hedge Agreement and the Cash Management Obligations shall be automatically released upon termination of the Commitments and payment in full of all other Obligations, in each case, unless the Obligations under the Secured Hedge Agreement or the Cash Management Obligations are due and payable at such time (it being understood and agreed that this

17

Agreement and the Security Interests granted herein shall survive solely as to such due and payable Obligations and until such time as such due and payable Obligations have been paid in full) and (ii) any release of Collateral or of a Grantor, as the case may be, effected in the manner permitted by this Agreement shall not require the consent of any Hedge Bank or Cash Management Bank.

Section 5.14Additional Restricted Subsidiaries. Pursuant to (and to the extent required by) Section 6.11 of the Credit Agreement, certain Restricted Subsidiaries of the Loan Parties that were not in existence or not Restricted Subsidiaries on the date of the Credit Agreement are required to enter in this Agreement as Subsidiary Parties upon becoming Restricted Subsidiaries. Upon execution and delivery by the Collateral Agent and a Restricted Subsidiary of an Intellectual Property Security Agreement Supplement, such Restricted Subsidiary shall become a Subsidiary Party hereunder with the same force and effect as if originally named as a Subsidiary Party herein. The execution and delivery of any such instrument shall not require the consent of any other Loan Party hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any new Loan Party as a party to this Agreement.

Section 5.15General Authority of the Collateral Agent. By acceptance of the benefits of this Agreement and any other Collateral Documents, each Secured Party (whether or not a signatory hereto) shall be deemed irrevocably (a) to consent to the appointment of the Collateral Agent as its agent hereunder and under such other Collateral Documents, (b) to confirm that the Collateral Agent shall have the authority to act as the exclusive agent of such Secured Party for the enforcement of any provisions of this Agreement and such other Collateral Documents against any Grantor, the exercise of remedies hereunder or thereunder and the giving or withholding of any consent or approval hereunder or thereunder relating to any Collateral or any Grantor’s obligations with respect thereto, (c) to agree that it shall not take any action to enforce any provisions of this Agreement or any other Collateral Document against any Grantor, to exercise any remedy hereunder or thereunder or to give any consents or approvals hereunder or thereunder except as expressly provided in this Agreement or any other Collateral Document and (d) to agree to be bound by the terms of this Agreement and any other Collateral Documents.

Section 5.16Collateral Agent Appointed Attorney-in-Fact. Each Grantor hereby appoints the Collateral Agent the attorney-in-fact of such Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof at any time after and during the continuance of an Event of Default, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default and notice by the Collateral Agent to the Borrower of its intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or in the name of such Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of

18

any Collateral; (d) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; and (e) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or wilful misconduct or that of any of their Affiliates, directors, officers, employees, counsel, agents or attorneys-in-fact.

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

ENCORE MEDICAL HOLDINGS LLC,
as Holdings,
By:	/s/ Harry Zimmerman
	Name:
	Title:
ENCORE MEDICAL FINANCE LLC,
as Borrower
By:	/s/ Harry Zimmerman
	Name:
	Title:
ENCORE MEDICAL LLC
By:	/s/ Harry Zimmerman
	Name:
	Title:
ENCORE MEDICAL FINANCE CORP.
By:	/s/ Harry Zimmerman
	Name:
	Title:
ENCORE MEDICAL IHC, INC.
By:	/s/ Harry Zimmerman
	Name:
	Title:

ENCORE MEDICAL, L.P.
By:	ENCORE MEDICAL GP, INC., its
	general partner
By:	/s/ Harry Zimmerman
	Name:
	Title:
ENCORE MEDICAL PARTNERS, INC.
By:	/s/ Harry Zimmerman
	Name:
	Title:
ENCORE MEDICAL ASSET CORPORATION
By:	/s/ Harry Zimmerman
	Name:
	Title:
ENCORE MEDICAL GP, INC.
By:	/s/ Harry Zimmerman
	Name:
	Title:
EMPI, INC.
By:	/s/ Harry Zimmerman
	Name:
	Title:
EMPI CORP.
By:	/s/ Harry Zimmerman
	Name:
	Title:

2

EMPI SALES CORP.
By:	/s/ Harry Zimmerman
	Name:
	Title:
COMPEX TECHNOLOGIES, LLC
By:	/s/ Harry Zimmerman
	Name:
	Title:
SPECTRABRACE, LTD.
By:	/s/ Harry Zimmerman
	Name:
	Title:
BANK OF AMERICA, N.A.,
as Collateral Agent
By:	/s/ Alysa Trakas
	Name: Alysa Trakas
	Title: Vice President

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Schedule I to the

Intellectual Property

Security Agreement

SUBSIDIARY PARTIES

Encore Medical LLC

Encore Medical Finance Corp.

Encore Medical IHC, Inc.

Encore Medical, L.P.

Encore Medical Partners, Inc.

Encore Medical Asset Corporation

Encore Medical GP, Inc.

Empi, Inc.

Empi Corp.

Empi Sales Corp.

Compex Technologies, LLC

SpectraBrace Ltd.

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Schedule II to the

Intellectual Property

Security Agreement

Schedule III to the

Intellectual Property

Security Agreement

Post-Closing Items

Exhibit I to the

Intellectual Property

Security Agreement

SUPPLEMENT NO.      dated as of, to the Intellectual Property Security Agreement dated as of November 3, 2006 (as amended, supplemented or otherwise modified from time to time, the “Intellectual Property Security Agreement”), 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.

A.            Reference is made to the Credit Agreement dated as of November 3, 2006 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Holdings, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, each lender from time to time party thereto (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.

B.            Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement and the Intellectual Property Security Agreement referred to therein.

C.            The Grantors have entered into the Intellectual Property Security Agreement in order to induce the Lenders to make Loans and the L/C Issuers to issue Letters of Credit. Section 5.14 of the Intellectual Property Security Agreement provides that additional Restricted Subsidiaries of the Borrower may become Subsidiary Parties under the Intellectual Property Security Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Restricted Subsidiary (the “New Subsidiary”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Subsidiary Party under the Intellectual Property Security Agreement in order to induce the Lenders to make additional Loans and the L/C Issuers to issue additional Letters of Credit and as consideration for Loans previously made and Letters of Credit previously issued.

Accordingly, the Collateral Agent and the New Subsidiary agree as follows:

SECTION 1. In accordance with Section 5.14 of the Intellectual Property Security Agreement, the New Subsidiary by its signature below becomes a Subsidiary Party (and accordingly, becomes a Grantor) and Grantor under the Intellectual Property Security Agreement with the same force and effect as if originally named therein as a Subsidiary Party and the New Subsidiary hereby (a) agrees to all the terms and provisions of the Intellectual Property Security Agreement applicable to it as a Subsidiary Party and Grantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Grantor thereunder are true and correct on and as of the date hereof. In furtherance of the foregoing, the New Subsidiary, as security for the payment and performance in full of the Obligations, does hereby create and grant

to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, their successors and assigns, a security interest in and lien on all of the New Subsidiary’s right, title and interest in and to the Collateral (as defined in the Intellectual Property Security Agreement) of the New Subsidiary. Each reference to a “Grantor” in the Intellectual Property Security Agreement shall be deemed to include the New Subsidiary. The Intellectual Property Security Agreement is hereby incorporated herein by reference.

SECTION 2. The New Subsidiary represents and warrants to the Collateral Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

SECTION 3. This Supplement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Collateral Agent shall have received a counterpart of this Supplement that bears the signature of the New Subsidiary and the Collateral Agent has executed a counterpart hereof. Delivery of an executed signature page to this Supplement by facsimile transmission or other electronic transmission (i.e. a “TIF” or “PDF”) shall be as effective as delivery of a manually signed counterpart of this Supplement.

SECTION 4. The New Subsidiary hereby represents and warrants that (a) set forth on Schedule I attached hereto is a true and correct schedule of any and all Collateral of the New Subsidiary consisting of Intellectual Property and (b) set forth under its signature hereto, is the true and correct legal name of the New Subsidiary, its jurisdiction of formation and the location of its chief executive office.

SECTION 5. Except as expressly supplemented hereby, the Intellectual Property Security Agreement shall remain in full force and effect.

SECTION 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 7. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Intellectual Property Security Agreement shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 8. All communications and notices hereunder shall be in writing and given as provided in Section 5.01 of the Intellectual Property Security Agreement.

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SECTION 9. The New Subsidiary agrees to reimburse the Collateral Agent for its reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Collateral Agent.

IN WITNESS WHEREOF, the New Subsidiary and the Collateral Agent have duly executed this Supplement to the Intellectual Property Security Agreement as of the day and year first above written.

[NAME OF NEW SUBSIDIARY],
By:
	Name:
	Title:
	Legal Name:
	Jurisdiction of Formation:
	Location of Chief Executive office:
BANK OF AMERICA, N.A.,
as Collateral Agent
By:
	Name:
	Title:

3

Schedule I to the

Supplement No.      to

the Intellectual Property

Security Agreement

INTELLECTUAL PROPERTY

EX-4.6

Exhibit 4.6

EXECUTION VERSION

GUARANTY

dated as of

November 3, 2006

among

ENCORE MEDICAL HOLDINGS LLC,

as Holdings,

and

CERTAIN SUBSIDIARIES OF HOLDINGS

IDENTIFIED HEREIN,

and

BANK OF AMERICA, N.A.,

as Collateral Agent

TABLE OF CONTENTS

	Page
ARTICLE I
Definitions
SECTION 1.01. Credit Agreement	1
SECTION 1.02. Other Defined Terms	1
ARTICLE II
Guaranty
SECTION 2.01. Guaranty	2
SECTION 2.02. Guaranty of Payment	3
SECTION 2.03. No Limitations	3
SECTION 2.04. Reinstatement	4
SECTION 2.05. Agreement To Pay; Subrogation	4
SECTION 2.06. Information	4
ARTICLE III
Indemnity, Subrogation and Subordination
SECTION 3.01. Indemnity and Subrogation	4
SECTION 3.02. Contribution and Subrogation	4
SECTION 3.03. Subordination	5
ARTICLE IV
Miscellaneous
SECTION 4.01. Notices	6
SECTION 4.02. Waivers; Amendment	6
SECTION 4.03. Collateral Agent’s Fees and Expenses; Indemnification	7
SECTION 4.04. Successors and Assigns	7
SECTION 4.05. Survival of Agreement	7
SECTION 4.06. Counterparts; Effectiveness; Several Agreement	8
SECTION 4.07. Severability	8
SECTION 4.08. Right of Set-Off	8
SECTION 4.09. Governing Law; Jurisdiction; Consent to Service of Process	9
SECTION 4.10. WAIVER OF JURY TRIAL	9
SECTION 4.11. Headings	9
SECTION 4.12. Security Interest Absolute	10
SECTION 4.13. Termination or Release	10
SECTION 4.14. Additional Restricted Subsidiaries	11

i

Schedules

Schedule I         Subsidiary Parties

Exhibits

Exhibit I             Form of Guaranty Supplement

ii

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.

Reference is made to the Credit Agreement dated as of November 3, 2006 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among ENCORE MEDICAL FINANCE LLC (“Borrower”), Holdings, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, each lender from time to time party thereto (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. The Lenders have agreed to extend credit to the Borrower subject to the terms and conditions set forth in the Credit Agreement. The Guarantors may receive, directly or indirectly, a portion of the proceeds of the Loans under the Credit Agreement and will derive substantial direct and indirect benefits from the transactions contemplated by the Credit Agreement. It is a condition precedent to the making of Loans and the issuance of Letters of Credit by the Lenders under the Credit Agreement and the entry by any Lender or Affiliate of a Lender in its capacity as a provider of cash management services into Cash Management Obligations and Hedge Banks into Secured Hedge Agreements from time to time that the Guarantors shall have executed and delivered this Agreement. Holdings and the Subsidiary Parties are affiliates of the Borrower, will derive substantial benefits from the extension of credit to the Borrower pursuant to the Credit Agreement and are willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:

ARTICLE I

Definitions

SECTION 1.01. Credit Agreement.

(a)Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the Credit Agreement.

(b)The rules of construction specified in Article I of the Credit Agreement also apply to this Agreement.

SECTION 1.02. Other Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

“Agreement” means this Guaranty.

“Bankruptcy Law” has the meaning assigned to such term in Section 2.01.

“Claiming Party” has the meaning assigned to such term in Section 3.02.

“Collateral Agent” means Bank of America, N.A, in its capacity as collateral agent under any of the Loan Documents, or any successor collateral agent.

“Contributing Party” has the meaning assigned to such term in Section 3.02.

“Credit Agreement” has the meaning assigned to such term in the preliminary statement of this Agreement.

“Guarantor” means Holdings and each Subsidiary Party.

“Guaranty Supplement” means an instrument in the form of Exhibit I hereto.

“Holdings” has the meaning assigned to such term in the preliminary statement of this Agreement.

“Subordinated Obligations” has the meaning assigned to such term in Section 3.03.

“Subsidiary Parties” means (a) those Subsidiaries identified on Schedule I and (b) each other Restricted Subsidiary that becomes a party to this Agreement as a Subsidiary Party after the Closing Date.

ARTICLE II

Guaranty

SECTION 2.01. Guaranty.

(a)Each Guarantor unconditionally guarantees, jointly with the other Guarantors and severally, as a primary obligor and not merely as a surety, the due and punctual payment and performance of the Obligations. Each of the Guarantors further agrees that the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee notwithstanding any extension or renewal of any Obligation. Each of the Guarantors waives presentment to, demand of payment from and protest to the Borrower or any other Loan Party of any of the Obligations, and also waives notice of acceptance of its guarantee and notice of protest for nonpayment.

(b)Each Guarantor, and by its acceptance of this Agreement, the Collateral Agent and each other Secured Party, hereby confirms that it is the intention of all such Persons that this Agreement and the Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law (as hereinafter defined), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Agreement and the Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the other Secured Parties and the Guarantors hereby irrevocably agree that the Obligations of each Guarantor under this Agreement at any time shall be limited to the maximum amount as will result in the Obligations of such Guarantor under this Agreement not constituting a fraudulent transfer or conveyance. For purposes hereof, “Bankruptcy Law” means any proceeding of the type referred to in Section 8.01(f) of the Credit Agreement or Title 11, U.S. Code, or any similar foreign, federal or state law for the relief of debtors.

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SECTION 2.02. Guaranty of Payment. Each of the Guarantors further agrees that its guarantee hereunder constitutes a guarantee of payment when due and not of collection, and waives any right to require that any resort be had by the Collateral Agent or any other Secured Party to any security held for the payment of the Obligations, or to any balance of any deposit account or credit on the books of the Collateral Agent or any other Secured Party in favor of the Borrower or any other Person.

SECTION 2.03. No Limitations.

(a)Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 4.13, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations, or otherwise. Any and all payments made by the Guarantor under or in respect of this Agreement or any other Loan Document shall be made, in accordance with Section 3.01 of the Credit Agreement. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Agent or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement; (iii) the release of any security held by the Collateral Agent or any other Secured Party for the Obligations; (iv) any default, failure or delay, willful or otherwise, in the performance of the Obligations; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations). Each Guarantor expressly authorizes the Secured Parties to take and hold security for the payment and performance of the Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in their sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Obligations, all without affecting the obligations of any Guarantor hereunder.

(b)To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Borrower or any other Loan Party or the unenforceability of the Obligations, or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other Loan Party, other than the indefeasible payment in full in cash of all the Obligations. The Collateral Agent and the other Secured Parties may in accordance with the terms of the Collateral Documents, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with the Borrower or any other Loan Party or exercise any other right or remedy available to them against the Borrower or any other Loan Party, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such

3

election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any other Loan Party, as the case may be, or any security.

SECTION 2.04. Reinstatement. Each of the Guarantors agrees that its guarantee hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation, is rescinded or must otherwise be restored by the Collateral Agent or any other Secured Party upon the bankruptcy or reorganization of the Borrower, any other Loan Party or otherwise.

SECTION 2.05. Agreement To Pay; Subrogation. In furtherance of the foregoing and not in limitation of any other right that the Collateral Agent or any other Secured Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower or any other Loan Party to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Collateral Agent for distribution to the Secured Parties in cash the amount of such unpaid Obligation. Upon payment by any Guarantor of any sums to the Collateral Agent as provided above, all rights of such Guarantor against the Borrower or any other Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subject to Article III.

SECTION 2.06. Information. Each Guarantor assumes all responsibility for being and keeping itself informed of the Borrower’s and each other Loan Party’s financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Obligations, and the nature, scope and extent of the risks that such Guarantor assumes and incurs hereunder, and agrees that none of the Collateral Agent or the other Secured Parties will have any duty to advise such Guarantor of information known to it or any of them regarding such circumstances or risks.

ARTICLE III

Indemnity, Subrogation and Subordination

SECTION 3.01. Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 3.03), the Borrower agrees that in the event a payment of an obligation shall be made by any Guarantor under this Agreement, the Borrower shall indemnify such Guarantor for the full amount of such payment and such Guarantor shall be subrogated to the rights of the Person to whom such payment shall have been made to the extent of such payment.

SECTION 3.02. Contribution and Subrogation. Each Subsidiary Party (a “Contributing Party”) agrees (subject to Section 3.03) that, in the event a payment shall be made by any other Subsidiary Party hereunder in respect of any Obligation and such other Subsidiary Party (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 3.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the

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denominator shall be the aggregate net worth of all the Contributing Parties together with the net worth of the Claiming Party on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 4.14, the date of the Guaranty Supplement hereto executed and delivered by such Guarantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 3.02 shall be subrogated to the rights of such Claiming Party to the extent of such payment.

SECTION 3.03. Subordination.

(a)Notwithstanding any provision of this Agreement to the contrary, all rights of the Guarantors under Sections 3.01 and 3.02 and all other rights of indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated to the indefeasible payment in full in cash of the Obligations. No failure on the part of the Borrower or any Guarantor to make the payments required by Sections 3.01 and 3.02 (or any other payments required under applicable law or otherwise) shall in any respect limit the obligations and liabilities of any Guarantor with respect to its obligations hereunder, and each Guarantor shall remain liable for the full amount of the obligations of such Guarantor hereunder.

(b)Each Guarantor hereby agrees that upon the occurrence and during the continuance of an Event of Default and after notice from the Collateral Agent all Indebtedness owed by it to any Subsidiary shall be fully subordinated to the indefeasible payment in full in cash of the Obligations.

(c)Each Guarantor hereby subordinates any and all debts, liabilities and other obligations owed to such Guarantor by each other Loan Party in respect of any payment by any Guarantor under this Agreement (the “Subordinated Obligations”) to the Obligations to the extent and in the manner hereinafter set forth in this Section 3.03:

(d)Prohibited Payments, Etc. Except during the continuance of an Event of Default and after notice from the Collateral Agent, each Guarantor may receive regularly scheduled payments from any other Loan Party on account of the Subordinated Obligations. After the occurrence and during the continuance of any Event of Default and after notice from the Collateral Agent, however, unless the Collateral Agent otherwise agrees, no Guarantor shall demand, accept or take any action to collect any payment on account of the Subordinated Obligations.

(e)Prior Payment of Obligations. In any proceeding under any Bankruptcy Law relating to any other Loan Party, each Guarantor agrees that the Secured Parties shall be entitled to receive payment in full in cash of all Obligations before such Guarantor receives payment of any Subordinated Obligations.

(f)Turn-Over. After the occurrence and during the continuance of any Event of Default, each Guarantor shall, if the Collateral Agent so requests, collect, enforce and receive payments on account of the Subordinated Obligations as trustee for the Secured Parties and deliver such payments to the Collateral Agent on account of the Obligations, together with any necessary endorsements or other instruments of transfer, but without reducing or affecting in any manner the liability of such Guarantor under the other provisions of this Agreement.

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(g)Collateral Agent Authorization. After the occurrence and during the continuance of any Event of Default and after notice, the Collateral Agent is authorized and empowered (but without any obligation to so do), in its discretion, (i) in the name of each Guarantor, to collect and enforce, and to submit claims in respect of, Subordinated Obligations and to apply any amounts received thereon to the Obligations, and (ii) to require each Guarantor (A) to collect and enforce, and to submit claims in respect of, Subordinated Obligations and (B) to pay any amounts received on such obligations to the Collateral Agent for application to the Obligations.

ARTICLE IV

Miscellaneous

SECTION 4.01. Notices. All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 10.02 of the Credit Agreement. All communications and notices hereunder to Holdings or any Subsidiary Party shall be given to it in care of the Borrower as provided in Section 10.02 of the Credit Agreement.

SECTION 4.02. Waivers; Amendment.

(a)No failure or delay by the Collateral Agent, any L/C Issuer or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Collateral Agent, the L/C Issuers and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 4.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Collateral Agent, any Lender or any L/C Issuer may have had notice or knowledge of such Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances.

(b)Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 10.01 of the Credit Agreement.

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SECTION 4.03. Collateral Agent’s Fees and Expenses; Indemnification.

(a)The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 10.04 of the Credit Agreement.

(b)Without limitation of its indemnification obligations under the other Loan Documents, the Guarantors agree to indemnify the Collateral Agent and the other Indemnitees (as defined in Section 10.05 of the Credit Agreement) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including Attorneys Costs for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating to any of the foregoing agreements or instruments contemplated hereby, whether or not any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses resulted from the gross negligence or wilful misconduct of such Indemnitee or of any Affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnitee.

(c)Any such amounts payable as provided hereunder shall be additional Obligations secured hereby and by the other Collateral Documents. The provisions of this Section 4.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 4.03 shall be payable within 10 days of written demand therefor.

SECTION 4.04. Successors and Assigns. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any Guarantor or the Collateral Agent that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns.

SECTION 4.05. Survival of Agreement. All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Lenders and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any Lender or on its behalf and notwithstanding that the Collateral Agent, any L/C Issuer or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreement, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under any Loan Document is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated.

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SECTION 4.06. Counterparts; Effectiveness; Several Agreement. This Agreement may be executed in counterparts, each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile transmission or other electronic transmission (i.e. a “PDF” or “TIF”) shall be as effective as delivery of a manually signed counterpart of this Agreement. This Agreement shall become effective as to any Loan Party when a counterpart hereof executed on behalf of such Loan Party shall have been delivered to the Collateral Agent and a counterpart hereof shall have been executed on behalf of the Collateral Agent, and thereafter shall be binding upon such Loan Party and the Collateral Agent and their respective permitted successors and assigns, and shall inure to the benefit of such Loan Party, the Collateral Agent and the other Secured Parties and their respective successors and assigns, except that no Loan Party shall have the right to assign or transfer its rights or obligations hereunder or any interest herein (and any such assignment or transfer shall be void) except as expressly contemplated by this Agreement or the Credit Agreement. This Agreement shall be construed as a separate agreement with respect to each Loan Party and may be amended, modified, supplemented, waived or released with respect to any Loan Party without the approval of any other Loan Party and without affecting the obligations of any other Loan Party hereunder.

SECTION 4.07. Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or uneforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 4.08. Right of Set-Off. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower and each Loan Party to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates to or for the credit or the account of the respective Loan Parties against any and all obligations owing to such Lender and its Affiliates hereunder, now or hereafter existing, irrespective of whether or not such Lender or Affiliate shall have made demand under this Agreement and although such obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Each Lender agrees promptly to notify the Borrower and the Collateral Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this Section 4.08 are in addition to other rights and remedies (including other rights of setoff) that the Collateral Agent and such Lender may have.

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SECTION 4.09. Governing Law; Jurisdiction; Consent to Service of Process.

(a)This Agreement shall be governed by and construed in accordance with the law of the State of New York.

(b)Each of the Loan Parties hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York City and of the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Collateral Agent, any L/C Issuer or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Guarantor, or its properties in the courts of any jurisdiction.

(c)Each of the Loan Parties hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section 4.09. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d)Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 4.01. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

SECTION 4.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 4.10.

SECTION 4.11. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and

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are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

SECTION 4.12. Security Interest Absolute. All rights of the Collateral Agent hereunder and all obligations of each Guarantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document, any other agreement or instrument, (c) any release or amendment or waiver of or consent under or departure from any guarantee guaranteeing all or any of the Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Guarantor in respect of the Obligations or this Agreement.

SECTION 4.13. Termination or Release.

(a)This Agreement and the Guaranties made herein shall terminate with respect to all Obligations when all the outstanding Obligations have been indefeasibly paid in full (other than Obligations under any Secured Hedge Agreement, Cash Management Obligations and contingent indemnification obligations not then due and payable) and the Lenders have no further commitment to lend under the Credit Agreement, the L/C Obligations have been reduced to zero (unless the L/C Obligations shall have been collateralized on terms and conditions reasonably satisfactory to the relevant L/C Issuer following termination of the Commitments) and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreement.

(b)A Subsidiary Party shall automatically be released from its obligations hereunder upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Party ceases to be a Subsidiary of the Borrower; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise.

(c)In connection with any termination or release pursuant to paragraphs (a) or (b), the Collateral Agent shall execute and deliver to any Guarantor, at such Guarantor’s expense, all documents that such Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 4.13 shall be without recourse to or warranty by the Collateral Agent.

(d)Notwithstanding anything to contrary set forth in this Agreement, each Cash Management Bank and each Hedge Bank by the acceptance of the benefits under this Agreement hereby acknowledge and agree that (i) the guaranties granted under this Agreement of the Obligations of any Loan Party and its Subsidiaries under any Secured Hedge Agreement and the Cash Management Obligations shall be automatically released upon termination of the Commitments and payment in full of all other Obligations, in each case, unless the Obligations under the Secured Hedge Agreement or the Cash Management Obligations are due and payable at such time (it being understood and agreed that this Agreement and the guaranties granted

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herein shall survive solely as to such due and payable Obligations and until such time as such due and payable Obligations have been paid in full)  and (ii) any release of a Guarantor effected in the manner permitted by this Agreement shall not require the consent of any Hedge Bank or Cash Management Bank.

SECTION 4.14. Additional Restricted Subsidiaries. Pursuant to Section 6.11 of the Credit Agreement, certain Restricted Subsidiaries of the Loan Parties that were not in existence or not Restricted Subsidiaries on the date of the Credit Agreement are required to enter in this Agreement as Subsidiary Parties upon becoming Restricted Subsidiaries. Upon execution and delivery by the Collateral Agent and a Restricted Subsidiary of a Guaranty Supplement, such Restricted Subsidiary shall become a Subsidiary Party hereunder with the same force and effect as if originally named as a Subsidiary Party herein. The execution and delivery of any such instrument shall not require the consent of any other Loan Party hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any new Loan Party as a party to this Agreement.

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

ENCORE MEDICAL HOLDINGS LLC,
By:	/s/ Harry Zimmerman
	Name:
	Title:
ENCORE MEDICAL LLC,
By:	/s/ Harry Zimmerman
	Name:
	Title:
ENCORE MEDICAL FINANCE CORP.
By:	/s/ Harry Zimmerman
	Name:
	Title:
ENCORE MEDICAL IHC, INC.
By:	/s/ Harry Zimmerman
	Name:
	Title:
ENCORE MEDICAL, L.P.
By:	ENCORE MEDICAL GP, INC., its
	general partner
By:	/s/ Harry Zimmerman
	Name:
	Title:

ENCORE MEDICAL PARTNERS, INC.
By:	/s/ Harry Zimmerman
	Name:
	Title:
ENCORE MEDICAL ASSET CORPORATION
By:	/s/ Harry Zimmerman
	Name:
	Title:
ENCORE MEDICAL GP, INC.
By:	/s/ Harry Zimmerman
	Name:
	Title:
EMPI, INC.
By:	/s/ Harry Zimmerman
	Name:
	Title:
EMPI CORP.
By:	/s/ Harry Zimmerman
	Name:
	Title:
EMPI SALES CORP.
By:	/s/ Harry Zimmerman
	Name:
	Title:

COMPEX TECHNOLOGIES, LLC
By:	/s/ Harry Zimmerman
	Name:
	Title:
SPECTRABRACE LTD.
By:	/s/ Harry Zimmerman
	Name:
	Title:
BANK OF AMERICA, N.A.,
as Collateral Agent
By:	/s/ Alysa Trakas
	Name: Alysa Trakas
	Title: Vice President

IN WITNESS WHEREOF, for the purposes of Section 3.01, the undersigned has executed this Guaranty as of the date first written above.

ENCORE MEDICAL FINANCE LLC,
By:	/s/ Harry Zimmerman
	Name:
	Title:

Schedule I

SUBSIDIARY PARTIES

Encore Medical LLC

Encore Medical Finance Corp.

Encore Medical IHC, Inc.

Encore Medical, L.P.

Encore Medical Partners, Inc.

Encore Medical Asset Corporation

Encore Medical GP, Inc.

Empi, Inc.

Empi Corp.

Empi Sales Corp.

Compex Technologies, LLC

SpectraBrace Ltd.

Exhibit I to the

Guaranty

SUPPLEMENT NO.     dated as of [•], to the 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.

A.Reference is made to the Credit Agreement dated as of November 3, 2006 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among ENCORE MEDICAL FINANCE LLC (the “Borrower”), Holdings, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, each lender from time to time party thereto (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.

B.Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement and the Guaranty referred to therein.

C.The Guarantors have entered into the Guaranty in order to induce the Lenders to make Loans and the L/C Issuers to issue Letters of Credit. Section 4.14 of the Guaranty provides that additional Restricted Subsidiaries of the Borrower may become Subsidiary Parties under the Guaranty by execution and delivery of an instrument in the form of this Supplement. The undersigned Restricted Subsidiary (the “New Subsidiary”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Subsidiary Party under the Guaranty in order to induce the Lenders to make additional Loans and the L/C Issuers to issue additional Letters of Credit and as consideration for Loans previously made and Letters of Credit previously issued.

Accordingly, the Collateral Agent and the New Subsidiary agree as follows:

SECTION 1. In accordance with Section 4.14 of the Guaranty, the New Subsidiary by its signature below becomes a Subsidiary Party (and accordingly, becomes a Guarantor under the Guaranty with the same force and effect as if originally named therein as a Subsidiary Party and the New Subsidiary hereby (a) agrees to all the terms and provisions of the Guaranty applicable to it as a Subsidiary Party and Guarantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Guarantor thereunder are true and correct on and as of the date hereof. Each reference to a “Guarantor” in the Security Agreement shall be deemed to include the New Subsidiary. The Guaranty is hereby incorporated herein by reference.

SECTION 2. The New Subsidiary represents and warrants to the Collateral Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

SECTION 3. This Supplement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of

which when taken together shall constitute a single contract. This Supplement shall become effective when the Collateral Agent shall have received a counterpart of this Supplement that bears the signature of the New Subsidiary and the Collateral Agent has executed a counterpart hereof. Delivery of an executed signature page to this Supplement by facsimile transmission or other electronic transmission (i.e. a “PDF” or a “TIF”) shall be as effective as delivery of a manually signed counterpart of this Supplement.

SECTION 4. Except as expressly supplemented hereby, the Guaranty shall remain in full force and effect.

SECTION 5. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 6. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Guaranty shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 7. All communications and notices hereunder shall be in writing and given as provided in Section 4.01 of the Guaranty.

SECTION 8. The New Subsidiary agrees to reimburse the Collateral Agent for its reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Collateral Agent.

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IN WITNESS WHEREOF, the New Subsidiary and the Collateral Agent have duly executed this Supplement to the Guaranty as of the day and year first above written.

[NAME OF NEW SUBSIDIARY],

By:

Name:

Title:

BANK OF AMERICA, N.A.,

as Collateral Agent,

By:

Name:

Title:

3

EX-5.1

Exhibit 5.1

SIMPSON THACHER & BARTLETT LLP

425 LEXINGTON AVENUENEW YORK, N.Y. 10017-3954(212) 455-2000

FACSIMILE (212) 455-2502

April 18, 2007

ReAble Therapeutics Finance LLC

ReAble Therapeutics Finance Corporation

9800 Metric Boulevard

Austin, Texas 78758

Ladies and Gentlemen:

We have acted as counsel to ReAble Therapeutics Finance LLC, a Delaware limited liability company (the “Company”) and ReAble Therapeutics Finance Corporation a Delaware corporation (the “Co-Issuer” and, together with the Company, the “Issuers”), and to the subsidiaries of the Company listed on Schedules I and II hereto (the “Guarantors”), in connection with the Registration Statement on Form S-4 (the “Registration Statement”), filed by the Company and the Guarantors with the Securities and Exchange Commission (the “Commission”), under the Securities Act of 1933, as amended, relating to the issuance by the Company of $200,000,000 aggregate principal amount of 11¾% Senior Subordinated Notes due 2014 (the “Exchange Securities”) and the issuance by the Guarantors of guarantees (the “Guarantees”) with respect to the Exchange Securities. The Exchange Securities and the Guarantees will be issued under an indenture dated as of November 3, 2006 (the “Indenture”) among the Issuers, the Guarantors and The Bank of New York, a New York banking corporation, as trustee (the “Trustee”). The Exchange Securities will be offered by the Company in exchange for $200,000,000 aggregate principal amount of its outstanding 11¾% Senior Subordinated Notes due 2014.

We have examined the Registration Statement and the Indenture, which has been filed with the Commission as an exhibit to the Registration Statement. We also have examined the originals, or duplicates or certified or conformed copies, of such corporate records, agreements, documents and other instruments and have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth. As to questions of fact material to this opinion, we have relied upon certificates or comparable documents of public officials and of officers and representatives of the Company and the Guarantors.

LONDON HONG KONG TOKYO LOS ANGELES PALO ALTO

REABLE THERAPEUTICS FINANCE LLC	APRIL 18, 2007
REABLE THERAPEUTICS FINANCE CORPORATION

In rendering the opinions set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents. We also have assumed that the Indenture is the valid and legally binding obligation of the Trustee.

We have assumed further that (1) each of the Guarantors listed on Schedule II hereto (the “Schedule II Guarantors”), none of which were incorporated or formed in the State of New York or the State of Delaware, have duly authorized, executed and delivered the Indenture in accordance with the law of the jurisdiction in which it was organized or the laws of any other jurisdiction and (2) execution, delivery and performance by each of the Schedule II Guarantors of the Indenture and the Guarantees does not and will not violate the law of the jurisdiction in which it was organized or the laws of any other jurisdiction or any other applicable law (excepting the law of the State of New York and the federal laws of the United States).

Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that:

1.             When the Exchange Securities have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture upon the exchange, the Exchange Securities will constitute valid and legally binding obligations of the Issuers enforceable against the Issuers in accordance with their terms.

2.             When (a) the Exchange Securities have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture upon the exchange and (b) the Guarantees have been duly issued, the Guarantees will constitute valid and legally binding obligations of the Guarantors enforceable against the Guarantors in accordance with their terms.

Our opinions set forth above are subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.

We do not express any opinion herein concerning any law other than the law of the State of New York, the federal law of the United States, the Delaware General Corporation Law (including the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing), the Delaware Limited Liability Company Law and the Delaware Revised Uniform Limited Partnership Act.

REABLE THERAPEUTICS FINANCE LLC	APRIL 18, 2007
REABLE THERAPEUTICS FINANCE CORPORATION

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the use of our name under the caption “Legal Matters” in the Prospectus included in the Registration Statement.

Very truly yours,

/s/ SIMPSON THACHER & BARTLETT LLP

SIMPSON THACHER & BARTLETT LLP

Schedule I

Guarantors Incorporated or Formed in the State of Delaware

ReAble Therapeutics LLC

Encore Medical, L.P.

Schedule II

Guarantors Incorporated or Formed in Jurisdictions other than the State of Delaware

SUBSIDIARY	STATE OF INCORPORATION OR FORMATION
Encore Medical Asset Corporation	Nevada
Encore Medical GP, Inc.	Nevada
Encore Medical Partners, Inc.	Nevada
Empi, Inc.	Minnesota
Empi Corp.	Minnesota
Empi Sales, LLC	Minnesota
Compex Technologies, LLC	Minnesota
EmpiCare, Inc.	Kentucky

EX-5.2

Exhibit 5.2

April 18, 2007

ReAble Therapeutics Finance LLC

ReAble Therapeutics Finance Corporation

9800 Metric Boulevard

Austin, Texas 78758

Ladies and Gentlemen:

We have acted as special Nevada counsel to Encore Medical GP, Inc., a Nevada corporation (“Medical GP”), Encore Medical Asset Corporation, a Nevada corporation (“EMAC”) and Encore Medical Partners, Inc., a Nevada corporation (“Medical Partners,” and together with Medical GP and EMAC, the “Nevada Guarantors”), in connection with the proposed issuance by ReAble Therapeutics Finance LLC, a Delaware limited liability company, and ReAble Therapeutics Finance Corporation, a Delaware corporation (together, the “Issuers”), of up to $200,000,000 aggregate principal amount of their 11.75% Senior Subordinated Notes due 2014 (the “Exchange Notes”) and the issuance by each of the Nevada Guarantors of its guarantee (each a “Guarantee” and, collectively, the “Guarantees”) with respect to the Exchange Notes, registered under the Securities Act of 1933, as amended (the “Securities Act”), in exchange for a like principal amount of the Issuers’ outstanding 11.75% Senior Subordinated Notes due 2014 and their related guarantees, which have not been so registered (the “Exchange Offers”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Indenture referred to below.

The Exchange Notes and the Guarantees will be issued under an indenture dated as of November 3, 2006 (the “Indenture”) among the Issuers (formerly known as Encore Medical Finance LLC and Encore Medical Finance Corp., respectively), the Nevada Guarantors, the other guarantors party to the Indenture (together with the Nevada Guarantors, the “Guarantors”) and The Bank of New York, a New York banking corporation, as trustee. The terms of the Guarantees are contained in the Indenture. This opinion is furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

In rendering our opinions expressed below, we have examined and relied upon originals (or copies certified or otherwise identified to our satisfaction as being true reproductions of originals) of (i) an executed copy of the Indenture and (ii) such other documents, agreements, corporate records and other instruments, and have made such other investigations, as we have deemed necessary as a basis for the opinions expressed herein, including the documents listed on Exhibit A hereto. In our examination, we have assumed (i) the genuineness of all signatures, (ii) the authenticity of all documents submitted to us as originals, (iii) the legal capacity of natural persons executing such documents, (iv) the authenticity and conformity to original documents of

3960 HOWARD HUGHES PKWY., SUITE 700

LAS VEGAS, NEVADA 89109

702.732.9099 PH | 702.732.7110 FX

ReAble Therapeutics Finance LLC

ReAble Therapeutics Finance Corporation

April 18, 2007

Page 2

documents submitted to us as certified photostatic, facsimile or electronically transmitted copies, (v) the completeness and accuracy of all corporate records provided to us, (vi) that the resolutions of each of the Nevada Guarantors listed on Exhibit A are in full force and effect and have not been amended, rescinded or superseded and (vii) that the Indenture is in full force and effect and no provisions thereof have been amended or waived. We have also relied, as to all questions of fact material to this opinion, upon (i) certificates of public officials and officers of the Nevada Guarantors and (ii) representations made to us by one or more officers or employees of the Nevada Guarantors. We have not conducted any independent investigation of, or attempted to verify independently, such factual matters.

“Nevada Law” means the laws of the State of Nevada that a Nevada lawyer exercising customary professional diligence would reasonably be expected to recognize as being applicable to the Nevada Guarantors, the Indenture or the Guarantees; provided that “Nevada Law” does not include any statute, rule, regulation, ordinance, order or other promulgation of any regional or local governmental body or as to any related judicial or administrative decision. Our opinion herein is limited to the effect on the subject transactions of Nevada Law as in effect on the date hereof. We disclaim any obligation to advise you of any change in law or subsequent developments in law or changes in facts or circumstances which might affect any matters or opinions set forth herein. We assume no responsibility regarding the applicability to such transactions, or the effect thereon, of the laws of any other jurisdiction.

In rendering our opinion, we express no opinion herein as to the applicability or effect of any fraudulent transfer or similar law on the Indenture and the Guarantees or the transactions contemplated thereby.

Based upon and subject to the foregoing and the additional qualifications set forth herein, we are of the opinion that:

1.The Indenture has been duly authorized, executed and delivered by each of the Nevada Guarantors.

2.The Guarantee of each of the Nevada Guarantors has been duly authorized and issued by the respective Nevada Guarantor.

3.Neither the execution and delivery of the Indenture and the Guarantee by each of the Nevada Guarantors nor the performance of the obligations of each of the Nevada Guarantors under the terms thereof violates Nevada Law.

We hereby consent to the filing this opinion with the Securities and Exchange Commission (the “Commission”) as an exhibit to the Registration Statement on Form S-4, as amended (the “Registration Statement”) filed by the Issuers and the Guarantors with the Commission relating to the Exchange Offer in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act and to the reference to our firm contained under the heading “Legal Matters” in the prospectus included therein. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the

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ReAble Therapeutics Finance LLC

ReAble Therapeutics Finance Corporation

April 18, 2007

Page 3

Securities Act or the rules and regulations of the Commission. We understand and agree that Simpson Thacher & Bartlett LLP may rely upon this opinion as if it were an addressee hereof for the purpose of providing the opinion to be delivered by such firm in connection with the Registration Statement.

We are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters including without limitation any opinions as to the enforceability of the Indenture or any of the Guarantees. This opinion is provided to you as a legal opinion only and not as a guaranty or warranty of the matters discussed herein.

Very truly yours,

RICE SILBEY REUTHER & SULLIVAN, LLP

/s/ Rice Silbey Reuther & Sullivan, LLP

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EX-5.3

Exhibit 5.3

FAEGRE
&
BENSON

UNITED STATES   |   ENGLAND   |   GERMANY   |   CHINA

April 18, 2007

ReAble Therapeutics Finance LLC
ReAble Therapeutics Finance Corporation
9800 Metric Boulevard
Austin, Texas  78758

                Re:          Registration Statement on Form S-4

Ladies and Gentlemen:

                                In connection with the Registration Statement on Form S-4 (the “Registration Statement”) filed by ReAble Therapeutics Finance LLC, a Delaware limited liability company and formerly known as “Encore Medical Finance LLC” (“RTFL”), ReAble Therapeutics Finance Corp., a Delaware corporation and formerly known as “Encore Medical Finance Corporation” (“Finco,” and together with RTFL, the “Issuers”), and certain subsidiaries of RTFL named therein (collectively, the “Guarantors”) with the Securities and Exchange Commission (the “Commission”) on April 13, 2007, under the Securities Act of 1933, as amended (the “Act”), and the rules and regulations under the Act, we have been requested to render our opinion with respect to certain of the securities being registered under the Registration Statement.  The Registration Statement relates to the registration under the Act of the Issuers’ $200,000,000 aggregate principal amount of 11¾% Senior Subordinated Notes due 2014 (the “Exchange Notes”) and the guarantees of the Exchange Notes by the Guarantors (the “Guarantees”).  Capitalized terms used and not otherwise defined in this opinion have the respective meanings given them in the Registration Statement.

                                The Exchange Notes and the Guarantees are to be offered in exchange for the Issuers’ outstanding $200,000,000 aggregate principal amount of 11¾% Senior Subordinated Notes due 2014 (the “Initial Notes”) and the guarantees of the Initial Notes by the Guarantors.  The Exchange Notes and the Guarantees will be issued by the Issuers and the Guarantors in accordance with the terms of the Indenture dated as of November 3, 2006 (the “Indenture”), among the Issuers, the Guarantors and The Bank of New York, as trustee.

                                In connection with this opinion, we have examined originals, conformed copies or photocopies, certified or otherwise identified to our satisfaction, of the following documents (collectively, the “Documents”):

2200 WELLS FARGO CENTER   |   90 SOUTH SEVENTH STREET   |   MINNEAPOLIS MINNESOTA 59402-3901

TELEPHONE 612-766-7800   |   FACSIMILE 612-766-1604   |   WWW.FAEGRE.COM

April 18, 2007
Page 2

                                (i)            the Registration Statement; and

                                (ii)           the Indenture, including as an exhibit thereto the form of Exchange Note, included as Exhibit 4.1 to the Registration Statement.

                                We have also examined the articles of incorporation or articles of organization, as appropriate, bylaws and certain corporate or company, as appropriate, records of the Guarantors listed on Schedule 1 hereto (the “Minnesota Guarantors”) and such other agreements, instruments and documents, and such matters of law and fact as we have deemed necessary or appropriate to enable us to render the opinions expressed below.  In establishing certain facts material to our opinions (including whether each Minnesota Guarantor constitutes a “related organization” of the Issuers and of the other Guarantors for purposes of Section 302A.501 of the Minnesota Statutes), we have relied, in each case without independent verification thereof, upon certificates and assurances of public officials, the assumptions set forth elsewhere herein and certificates of officers of the Minnesota Guarantors reasonably believed by us to be appropriate sources of information, as to the accuracy of factual matters. For your information, we do note that the Governors and the sole member of Empi Sales LLC have approved a Plan of Complete Liquidation.

                                Based upon the foregoing and subject to the assumptions, exceptions and qualifications stated herein, we are of the opinion that:

1.             The Indenture has been duly authorized, executed and delivered by each Minnesota Guarantor.

2.             Each Minnesota Guarantor has duly authorized its Guarantee of the Exchange Notes.

3.             The execution, delivery and performance by each Minnesota Guarantor of the Indenture and its Guarantee of the Exchange Notes does not violate any provision of statutory law or regulation of the State of Minnesota applicable to such Minnesota Guarantor.

                                The opinions expressed herein are subject to the following qualifications, assumptions and limitations:

                                (a)           In connection with rendering the opinions set forth herein, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity of all individuals who have executed any of the documents reviewed by us, the authenticity of all documents submitted to us as originals, the conformity to the original documents of all documents submitted to us as copies thereof, and the authenticity of the originals of such latter documents.

                                (b)           The Exchange Notes and Guarantees will be issued as described in the Registration Statement.

                                (c)           The Exchange Notes will be substantially in the form attached to the Indenture and that any information omitted from such form will be properly added.

April 18, 2007
Page 3

                                (d)           This opinion is limited to the laws of the State of Minnesota.

We consent to the use of our name in the Registration Statement and in the prospectus in the Registration Statement as it appears in the caption “Legal Matters” and to the filing of this opinion as an exhibit to the Registration Statement.  In giving this consent, we do not admit that we come within the category of persons whose consent is required by the Act or by the rules and regulations under the Act.  We consent to the reliance on this opinion by Simpson Thacher & Bartlett LLP for purposes of their opinion to you dated the date hereof and filed as Exhibit 5.1 to the Registration Statement.

Very truly yours,
FAEGRE & BENSON LLP
By:	/s/ Douglas P. Long
	Douglas P. Long

Schedule 1

Empi, Inc.

Empi Corp.

Empi Sales LLC

Compex Technologies, LLC

EX-5.4

Exhibit 5.4

WYATT	500 West Jefferson Street, Suite 2800 Louisville, Kentucky 40202-2898
WYATT,TARRANT & COMBS, LLP	502.589.5235 Fax: 502.589.0309

April 18, 2007

ReAble Therapeutics Finance LLC

ReAble Therapeutics Finance Corporation

9800 Metric Boulevard

Austin, Texas 78758

RE: EmpiCare, Inc.

Ladies and Gentlemen:

We have acted as special Kentucky counsel to EmpiCare, Inc. (the “Kentucky Guarantor”) in connection with the proposed issuance by Encore Medical Finance LLC and Encore Medical Finance Corp. (collectively, the “Issuers”) of up to $200,000,000 aggregate principal amount of their 11-3/4% Senior Subordinated Notes due 2014 (the “Exchange Notes”) and the issuance by the Guarantors of their guarantees (each, a “Guarantee” and collectively, the “Guarantees”) with respect to the Exchange Notes in exchange for a like principal amount of the Issuers’ outstanding 11-3/4% Senior Subordinated Notes due 2014 and their related guarantees (the “Exchange Offer”). We are providing this opinion (the “Opinion”) to you at the request of the Kentucky Guarantor. Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the lndenture (hereinafter defined).

We understand the Exchange Notes and the Guarantees will be issued under an lndenture dated as of November 3, 2006 (the “Indenture”) among the Issuers, the Guarantors under the Indenture and The Bank of New York, as trustee. The terms of the Guarantees are contained in Article 11 of the Indenture. This Opinion is furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”).

In rendering this Opinion, we have reviewed and examined and are relying upon copies of the following documents:

[i] The Indenture;

LOUISVILLE  KY   LEXINGTON  KY   BOWLING   GREEN  K Y   NEW ALBANY  I N   NASHVILLE  TN   MEMPHIS  TN    FORT COLLINS  CO   JACKSON  MS

WW WYATTFIRM.COM

WYATT	500 West Jefferson Street, Suite 2800 Louisville, Kentucky 40202-2898
WYATT,TARRANT & COMBS, LLP	502.589.5235 Fax: 502.589.0309

ReAble Therapeutics Finance LLC

ReAble Therapeutics Finance Corporation

April 18, 2007

Page 2

[ii] The Guarantees (contained in Article 11 of the Indenture);

[iii] The Articles of Incorporation of the Kentucky Guarantor, as amended, certified by the Secretary of State of the Commonwealth of Kentucky as of the date of certification;

[iv] The Bylaws of the Kentucky Guarantor, certified by an officer of the Kentucky Guarantor as of the date of this Opinion; and

[v] The Certificate of Existence for the Kentucky Guarantor from the Secretary of State of the Commonwealth of Kentucky dated April 11, 2007.

In rendering this Opinion, in addition to the documents enumerated above, we have reviewed and examined such documents, instruments and other matters which we considered necessary or appropriate for the purpose of rendering this Opinion. In such review, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of natural persons and the conformity to the originals of all documents submitted to us as copies. As to any question of fact material to or included in this Opinion, we have assumed the accuracy and validity of and relied upon certificates of officers of the Kentucky Guarantor, as well as the certificates and communications of certain public officials.

As used in this Opinion “Kentucky Law” mean the laws of the Commonwealth of Kentucky that a Kentucky lawyer exercising customary professional diligence would reasonably be expected to recognize as being applicable to the Kentucky Guarantor, the Indenture or the Guarantee.

Based upon the foregoing, and subiect to the qualifications and limitations below, we are of the opinion that:

WYATT

WYATT,TARRANT & COMBS, LLP

ReAble Therapeutics Finance LLC

ReAble Therapeutics Finance Corporation

April 18, 2007

Page 3

1.  The Indenture has been duly authorized by all necessary corporate action of the Kentucky Guarantor and has been duly executed and delivered by the Kentucky Guarantor.

2.  The Guarantee by the Kentucky Guarantor has been duly authorized by all necessary corporate action of the Kentucky Guarantor and has been issued by the Kentucky Guarantor.

3.  Neither the execution and delivery of the Indenture and the Guarantee by the Kentucky Guarantor nor the performance of the obligations of the Kentucky Guarantor under the terms thereof violates Kentucky Law.

The foregoing opinions are subject to and expressly limited by the following assumptions, qualifications and limitations, in addition to those previously set forth:

A.  No opinion is expressed on [i] the laws, statutes and ordinances, administrative decisions, rules and regulations and other legal requirements of counties, towns, municipalities and political subdivisions of Kentucky, or [ii] any law or regulation concerning securities, taxation, labor, employee benefits, environmental protection, antitrust or unfair competition.

B.  We express no opinion as to whether a subsidiary may guarantee or otherwise become liable for indebtedness incurred by its parent except to the extent such subsidiary may be determined to have benefited from the incurrence of such indebtedness by its parent, or whether such benefit may be measured other than by the extent to which the proceeds of the indebtedness incurred by the parent are directly or indirectly made available to such subsidiary for its corporate purposes.

C.  In order to be a valid, enforceable guarantee under Kentucky law, the Guarantee must comply with the provisions of KRS 371.065.

D.  With respect to our opinion in Paragraph 3 above, we express no opinion with respect to actions to occur pursuant to the Indenture or the Guarantee after the date hereof.

WYATT

WYATT,TARRANT & COMBS, LLP

ReAble Therapeutics Finance LLC

ReAble Therapeutics Finance Corporation

April 18, 2007

Page 4

E.  This Opinion is limited to the law (excluding the principles of conflict of laws) of the Commonwealth of Kentucky, and we do not  express any opinion concerning any other law.

We hereby consent to the filing of this Opinion, or copies thereof, as an exhibit to the Registration Statement on Form S-4, as amended (the “Registration Statement”) filed by the Issuers with the Securities and Exchange Commission (the “Commission”) relating to the Exchange Offer and to the use of our name therein and in the related prospectus under the caption “Legal Matters.” In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

This Opinion is solely directed to the addressee hereof and may not be relied upon by any persons other than the addressee hereof and recipients of the prospectus. Notwithstanding the foregoing, Simpson Thacher & Bartlett LLP may rely upon this Opinion as if an addressee hereof for the purpose of providing the opinion to be delivered by such firm in connection with the Registration Statement.

We expressly disclaim any responsibility for advising you of any change hereafter occurring in circumstances touching or concerning the transaction which is the subiect of this Opinion, including any changes in the law or in factual matters occurring subsequent to the date of this Opinion.

Sincerely yours,

/s/ WYATT, TARRANT & COMBS, LLP

Wyatt, Tarrant & Combs, LLP

EX-10.1

Exhibit 10.1

ENCORE MEDICAL CORPORATION
2006 STOCK INCENTIVE PLAN

1.Purpose of the Plan

The purpose of the Plan (as defined below) is to aid the Company (as defined below) and its Affiliates (as defined below) in recruiting and retaining key employees, directors or consultants of outstanding ability and to motivate such employees, directors or consultants to exert their best efforts on behalf of the Company and its Affiliates by providing incentives through the granting of Awards (as defined below). The Company expects that it will benefit from the added interest which such key employees, directors or consultants will have in the welfare of the Company as a result of their proprietary interest in the Company’s success.

2.Definitions

The following capitalized terms used in the Plan have the respective meanings set forth in this Section:

(a) Affiliate:  With respect to any Person, any other Person, directly or indirectly, controlling, controlled by or under common control with such Person or any other Person designated by the Committee in which any Person has an interest.

(b) Award:  Any Option or Other Stock-Based Award granted pursuant to the Plan.

(c) Award Agreement:  Any written agreement, contract, or other instrument or document evidencing any Award, which may, but need not, be executed or acknowledged by a Participant.

(d) Blackstone:  Each of Blackstone Capital Partners V L.P., a Cayman Islands limited partnership, Blackstone Family Investment Partnership V L.P., a Cayman Islands limited partnership, Blackstone Family Investment Partnership V-A L.P., a Cayman Islands limited partnership, Blackstone Participation Partnership V L.P., a Cayman Islands limited partnership and each of their respective Affiliates.

(e) Board:  The Board of Directors of the Company.

(f) Change in Control:  (i) the sale or disposition, in one or a series of related transactions, of all or substantially all of the assets of the Company to any “person” or “group” (as such terms are defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) other than a sale or disposition where Blackstone retains all or substantially all of the assets of the Company, or (ii) any person or group, other than Blackstone, is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the total voting power of the voting stock of the Company, including by way of merger, consolidation or otherwise (other than an offering of stock to the general public through a registration statement filed with the Securities and Exchange Commission or pursuant to which Blackstone retains more than fifty percent (50%) of the total voting power of the voting stock of the Company); or (iii) the approval by the stockholders of the Company of a plan of complete liquidation of the Company.

(g) Code:  The Internal Revenue Code of 1986, as amended, or any successor thereto.

(h) Committee:  A committee of the Board designated by the Board.

(i) Company:  Encore Medical Corporation, a Delaware corporation.

(j) Effective Date:  The date the Board adopts the Plan.

(k) Employment: (i) a Participant’s employment if the Participant is an employee of the Company or any of its Affiliates, (ii) a Participant’s services as a consultant, if the Participant is a consultant to the Company or any of its Affiliates and (iii) a Participant’s services as a non-employee director, if the Participant is a non-employee member of the Board or the board of directors of an Affiliate; provided however that unless otherwise determined by the Committee, a change in a Participant’s status from employee to non-employee (other than a director of the Company or an Affiliate) shall constitute a termination of employment hereunder.

(l) Exchange Act:  The Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, or any successor statute thereto.

(m) Fair Market Value:  On a given date, (a) if there is a public market for the Shares on such date, the average of the high and low closing bid prices of the Shares on such stock exchange on which the Shares are principally trading on the date in question, or, if there were no sales on such date, on the closest preceding date on which there were sales of Shares or (ii) if there is no public market for the Shares on such date, the fair market value of the Shares as determined in good faith by the Board and in a manner consistent with Section 409A of the Code.

(n) Option:  A stock option granted pursuant to Section 6 of the Plan.

(o) Option Price:  The purchase price per Share of an Option, as determined pursuant to Section 6(a) of the Plan.

(p) Other Stock-Based Award:  Any award granted under Section 7 of the Plan.

(q) Participant:  An employee, director or consultant of the Company or its Affiliates who is selected by the Committee to participate in the Plan.

(r) Person:  Any individual, firm, corporation, partnership, limited liability company, trust, incorporated or unincorporated association, joint venture, joint stock company, governmental body or other entity of any kind.

(s) Plan:  Encore Medical Corporation 2006 Stock Incentive Plan.

(t) Shares:  Shares of common stock of the Company.

(u) Subsidiary:  A subsidiary corporation, as defined in Section 424(f) of the Code.

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3.Shares Subject to the Plan

The total number of Shares which may be issued under the Plan is 100,000, subject to adjustment pursuant to Section 8 of the Plan. The Shares may consist, in whole or in part, of unissued Shares or treasury Shares. The issuance of Shares or the payment of cash upon the exercise of an Award shall reduce the total number of Shares available under the Plan, as applicable. Shares which are subject to Awards (or portion thereof) that terminate or lapse may be granted again under the Plan.

4.Administration

(a) The Plan shall be administered by the Committee, which may delegate its duties and powers in whole or in part as it determines; provided, however, that the Board may, in its sole discretion, take any action designated to the Committee under this Plan as it may deem necessary.

(b) The Committee shall have the full power and authority to make, and establish the terms and conditions of, any Award to any person eligible to be a Participant, consistent with the provisions of the Plan and to waive any such terms and conditions at any time (including, without limitation, accelerating or waiving any vesting conditions). Awards may, in the discretion of the Committee, be made under the Plan in assumption of, or in substitution for, outstanding awards previously granted by the Company or its Affiliates or a company acquired by the Company or with which the Company combines; provided, that such Awards shall contain terms and conditions no less favorable to the Participant than the terms and conditions of such outstanding awards. The number of Shares underlying such substitute awards shall be counted against the aggregate number of Shares available for Awards under the Plan.

(c) The Committee is authorized to interpret the Plan, to establish, amend and rescind any rules and regulations relating to the Plan, and to make any other determinations that it deems necessary or desirable for the administration of the Plan, and may delegate such authority, as it deems appropriate. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan in the manner and to the extent the Committee deems necessary or desirable. Any decision of the Committee in the interpretation and administration of the Plan, as described herein, shall lie within its sole and absolute discretion and shall be final, conclusive and binding on all parties concerned (including, but not limited to, Participants and their beneficiaries or successors).

(d) The Committee shall require payment of any amount it may determine to be necessary to withhold for federal, state, local, or other taxes as a result of the exercise, grant or vesting of an Award. Unless the Committee specifies otherwise in a Participant’s Award Agreement, the Participant may elect to pay a portion or all of such withholding taxes by having Shares withheld by the Company with a Fair Market Value equal to the minimum statutory withholding rate from any Shares that would have otherwise been received by the Participant in connection with (i) the exercise of an Option or (ii) the delivery of Shares pursuant to an Other Stock-Based Award.

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5.Limitations

No Awards may be granted under the Plan after the tenth anniversary of the Effective Date, but Awards theretofore granted may extend beyond that date.

6.Options

Options granted under the Plan shall be nonstatutory stock options and evidenced by the related Award Agreements, and shall be subject to the following terms and conditions as well as the terms and conditions set forth in the applicable Award Agreement:

(a) Option Price. The Option Price shall be determined by the Committee, but shall not be less than 100% of the Fair Market Value of the Shares on the date an Option is granted.

(b) Exercisability. Options granted under the Plan shall be exercisable at such time and upon such terms and conditions as may be determined by the Committee, but in no event shall an Option be exercisable more than ten years after the date it is granted.

(c) Exercise of Options. Except as otherwise provided in the Plan or in an Award Agreement, an Option may be exercised for all, or from time to time any part, of the Shares for which it is then exercisable. For purposes of this Section 6, the exercise date of an Option shall be the date a notice of exercise is received by the Company, together with payment (or to the extent permitted by applicable law, provision for payment) of the full purchase price in accordance with this Section 6(c). The purchase price for the Shares as to which an Option is exercised shall be paid to the Company as designated by the Committee, pursuant to one or more of the following methods: (i) in cash, or its equivalent (e.g., by check), (ii) in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased to the Company; provided that such Shares have been held by the Participant for no less than six months (or such other period as established from time to time by the Committee or generally accepted accounting principles); (iii) partly in cash and partly in such Shares; (iv) if there is a public market for the Shares at such time, subject to compliance with laws, and Company policies, through delivery of irrevocable instructions to a broker to sell the Shares otherwise deliverable upon the exercise of the Option and to deliver upon the date of exercise to the Company an amount equal to the aggregate Option Price for the shares being purchased; (v) cashless exercise or (vi) such other method as approved by the Committee. Except as set forth in a separate agreement between a Participant and the Company, no Participant shall have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan.

(d) Attestation. Wherever in this Plan or any Award Agreement a Participant is permitted to pay the Option Price or taxes relating to the exercise of an Option by delivering Shares, the Participant may, subject to procedures satisfactory to the Committee, satisfy such delivery requirement by presenting proof of beneficial ownership of such Shares, in which case the Company shall treat the Option as exercised without further payment and shall withhold such number of Shares from the Shares acquired by the exercise of the Option.

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7.Other Stock-Based Awards.

The Committee, in its sole discretion, may grant the right to purchase Shares, Awards of Shares, Awards of restricted Shares, Awards of phantom stock units and other Awards that are valued in whole or in part by reference to, or are otherwise based on the Fair Market Value of, Shares (“Other Stock-Based Awards”). Such Other Stock-Based Awards shall be in such form, and dependent on such conditions, as the Committee shall determine, including, without limitation, the right to receive one or more Shares (or the equivalent cash value of such Shares) upon the completion of a specified period of service, the occurrence of an event and/or the attainment of performance objectives. Other Stock-Based Awards may be granted alone or in addition to any other Awards granted under the Plan. Subject to the provisions of the Plan, the Committee shall determine: (a) the number of Shares to be awarded under (or otherwise related to) such Other Stock-Based Awards; (b) whether such Other Stock-Based Awards shall be settled in cash, Shares or a combination of cash and Shares; and (c) all other terms and conditions of such Other Stock-Based Awards (including, without limitation, the vesting provisions thereof and provisions ensuring that all Shares so awarded and issued shall be fully paid and non-assessable).

8.Adjustments Upon Certain Events

Notwithstanding any other provisions in the Plan to the contrary, the following provisions shall apply to all Awards granted under the Plan:

(a) Generally. In the event of any change in the outstanding Shares after the Effective Date by reason of any Share dividend or split, reorganization, recapitalization, merger, consolidation, spin-off, combination or transaction or exchange of Shares or other corporate exchange, or any distribution to shareholders of Shares other than regular cash dividends or any transaction similar to the foregoing or the issuance of equity (or rights to acquire equity) for consideration less than Fair Market Value, the Committee shall, without liability to any person, make such substitution or adjustment, if any, as it deems to be equitable, as to (i) the number or kind of Shares or other securities issued or reserved for issuance pursuant to the Plan or pursuant to outstanding Awards, (ii) the Option Price and/or (iii) any other affected terms of such Awards.

(b) Change in Control. In the event of a Change of Control after the Effective Date, the Committee may, in its sole discretion, provide for the (i) termination of an Award upon the consummation of the Change of Control, but only if such Award has vested and been paid out or the Participant has been permitted to exercise the Option in full for a period of not less than 15 days prior to the Change of Control, (ii) acceleration of all or any portion of an Award, (iii) payment of an amount (in cash or, in the discretion of the Committee, in the form of consideration paid to shareholders of the Company in connection with such Change of Control) in exchange for the cancellation of an Award, which, in the case of Options, shall equal the excess, if any, of the Fair Market Value of the Shares subject to such Options over the aggregate Option Price or grant price of such Option, and/or (iv) issuance of substitute Awards that will substantially preserve the otherwise applicable terms of any affected Awards previously granted hereunder.

(c) To the extent that any equity securities of any member of the Company’s controlled group become publicly-traded, at such time all Options shall be exchanged, in a manner consistent with Sections 409A and 424 of the Code, for options with the same intrinsic value in the

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publicly-traded entity, and all Shares shall be exchanged for shares of common stock with the same aggregate value of the publicly-traded entity. Following such conversion, all references in this Plan and in any Award Agreement to the “Company” shall be deemed to refer to the publicly-traded entity.

9.No Right to Employment or Awards

The granting of an Award under the Plan shall impose no obligation on the Company or any of its Affiliates to continue the Employment of a Participant and shall not lessen or affect the Company’s or its Affiliates’ rights to terminate the Employment of such Participant. No Participant or other Person shall have any claim to be granted any Award, and there is no obligation for uniformity of treatment of Participants or holders or beneficiaries of Awards. The terms and conditions of Awards and the Committee’s determinations and interpretations with respect thereto need not be the same with respect to each Participant (whether or not such Participants are similarly situated).

10.Successors and Assigns

The Plan shall be binding on all successors and assigns of the Company and a Participant, including without limitation, the estate of such Participant and the executor, administrator or trustee of such estate, or any receiver or trustee in bankruptcy or representative of the Participant’s creditors.

11.Nontransferability of Awards

Unless otherwise determined by the Committee, an Award shall not be transferable or assignable by the Participant other than by will or by the laws of descent and distribution. An Award exercisable after the death of a Participant may be exercised by the legatees, personal representatives or distributees of the Participant. Notwithstanding anything here in to the contrary, a Participant may transfer or assign all or any part of an Award to “family members” (as defined in the General Instructions to Form S-8 of the Securities Act of 1933) or trusts, partnerships or similar entities for the benefit of such family members, for estate planning purposes or in connection with the disposition of Participant’s estate.

12.Awards Subject to the Plan.

In the event of a conflict between any term or provision contained in the Plan and a term or provision in any Award Agreement, the applicable terms and provisions of the Plan will govern and prevail.

13.Severability.

If any provision of the Plan or any Award is, becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of

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the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person or Award and the remainder of the Plan and any such Award shall remain in full force and effect.

14.Amendments or Termination

(a) Amendments or Termination of the Plan. The Committee may amend, alter or discontinue the Plan, but no amendment, alteration or discontinuation shall be made, without the written consent of a Participant, if such action would diminish any of the rights of the Participant under any Award theretofore granted to such Participant under the Plan; provided, however, that the Committee may amend the Plan in such manner as it deems necessary to comply with the Code or other applicable laws.

(b) Amendments to Awards. The Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Award theretofore granted, prospectively or retroactively; provided that no waiver, amendment, alteration, suspension, discontinuation, cancellation or termination shall impair the rights of any Participant or any holder or beneficiary of any Award theretofore granted without the prior written consent of the affected Participant, holder or beneficiary.

15.Other Benefit Plans

All Awards shall constitute a special incentive payment to the Participant and shall not be taken into account in computing the amount of salary or compensation of the Participant for the purpose of determining any benefits under any pension, retirement, profit-sharing, bonus, life insurance or other benefit plan of the Company or under any agreement between the Company and the Participant, unless such plan or agreement specifically provides otherwise.

16.Choice of Law

The Plan shall be governed by and construed in accordance with the laws of the State of Delaware without regard to conflicts of laws.

17.Effectiveness of the Plan

The Plan shall be effective as of the Effective Date.

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EX-10.2

Exhibit 10.2

FORM OF NONSTATUTORY STOCK OPTION AGREEMENT

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.

1.Certain Definitions. Capitalized terms used, but not otherwise defined, in this Agreement will have the meanings given to such terms in the Company’s 2006 Stock Incentive Plan (the “Plan”). As used in this Agreement:

(a)“Code” means the Internal Revenue Code of 1986, as amended.

(b)“Company” has the meaning specified in the introductory paragraph of this Agreement; provided, that to the extent that any class of equity securities of a member of the Company’s controlled group becomes publicly traded on an established securities market, the term “Company” shall be deemed to refer to such publicly traded entity.

(c)“Compensation Committee” means the Executive Compensation Committee of the Board.

(d)“Disability” shall have the meaning set forth in the Optionee’s employment agreement with the Company or, if there is no employment agreement, it shall mean the Optionee is disabled as determined under Section 409A(a)(2)(C) of the Code.

(e)“EBITDA” shall mean “Consolidated EBITDA”, as defined in that certain 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 Securities (USA) LLC, as Syndication Agent, General Electric Capital Corporation, as Documentation Agent, and Banc Of America Securities LLC and Credit Suisse Securities (USA) LLC, as Lead Arrangers and Book Runners.

(f)“Effective Time” has the meaning specified in the introductory paragraph of this Agreement.

(g)“Fair Market Value” has the meaning specified in the Plan, except as expressly set forth herein.

(h)“First Performance-Based Tranche” has the meaning specified in Section 2 of this Agreement.

(i)“Free Cash Flow” shall mean cash flow from operations as presented in the statement of cash flows

(x)increased, without duplication, by

(i)cash payments for interest expense on borrowed money,

(ii)the cash tax cost incurred with respect to interest income and

(iii)cash flows from discontinued operations to the extent that such amounts are not reflected as a source of cash from operations in the statement of cash flows, and

(y)decreased, without duplication, by

(iv)uses of cash reflected as investing activities, excluding purchases of held to maturity securities, and excluding amounts expended on acquisitions of businesses, assets or product lines from third parties,

(v)cash received for interest income on invested cash or cash equivalents,

(vi)the cash tax benefit realized during the period with respect to interest expense on borrowed money and stock based compensation,

(vii)minority interest expense, and

(viii)uses of cash from discontinued operations to the extent that such amounts are not included as a use of cash from operations in the statement of cash flows.

For purposes of calculating Free Cash Flow, all amounts will be determined in accordance with GAAP, will consider changes in outstanding checks to be an operating cash flow and will exclude the effects of any sources or uses of cash outside the ordinary course of business (e.g., receivable financing).

(j)“GAAP” shall mean accounting principles generally accepted in the United States of America as applicable to the Company, subject to regulation by the Securities and Exchange Commission as in effect on the date of this Agreement, and to the extent that alternative accounting treatments are permissible within those accounting principles, in accordance with the Company’s historical accounting policies.

(k)“Grand Slam” shall mean Grand Slam Holdings, LLC, a Delaware limited liability company.

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(l)“Good Reason” shall have the meaning set forth in the Optionee’s employment agreement with the Company or, if there is no employment agreement, it shall mean, without an Optionee’s consent, (i) a material reduction in the Optionee’s compensation below the amount of compensation in effect on the date of this Agreement, or (ii) a material reduction in the Optionee’s duties or authority, in each case which is not cured within thirty (30) days following the Company’s or its subsidiary’s, as applicable, receipt of written notice from such Optionee describing the event constituting Good Reason.

(m)“IRR” shall mean the Company’s annually compounded internal rate of return, based on (i) the Company’s independent auditor’s appraisal of the per share value of the Company as of each anniversary of the Closing, in the case of determining the IRR performance goal, and (ii) on the applicable sale price in the case of a Change in Control, assuming the Company is valued on a going-concern basis as though it were a publicly traded company with reasonable liquidity and without a controlling shareholder, and taking into account all dividends, distributions and other proceeds received by Grand Slam, but excluding any fees paid to Blackstone pursuant to that certain Monitoring Agreement by and between the Company and Blackstone dated November 3, 2006, or any successor thereto, and based upon the assumption that all shares available for or subject to award under the Plan are outstanding shares of Company common stock.

(n)“Merger Agreement” means the Agreement and Plan of Merger dated June 30, 2006 by and among Grand Slam, Grand Slam Acquisition Corporation, a Delaware corporation, and Encore Medical Corporation.

(o)“Option” has the meaning specified in Section 2 of this Agreement.

(p)“Optionee” has the meaning specified in the introductory paragraph of this Agreement.

(q)“Option Price” has the meaning specified in Section 2 of this Agreement.

(r)“Option Shares” has the meaning specified in Section 2 of this Agreement.

(s)“Performance Period” shall mean the five-year period commencing January 1, 2007 and ending December 31, 2011.

(t)“Plan” has the meaning specified in Section 1 of this Agreement.

(u)“Second Performance-Based Tranche” has the meaning specified in Section 2 of this Agreement.

(v)“Stockholders’ Agreement” shall mean that certain Management Stockholders Agreement between Optionee, the Company, and such other persons and entities listed therein, dated November 3, 2006.

(w)“Termination for Cause” means the termination by the Company of Optionee’s employment with the Company for “cause” as defined in the employment agreement between the Company and the Optionee or, if there is no employment agreement, the termination

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by the Company of Optionee’s employment as a result of (A) Optionee’s willful and continued failure to substantially perform Optionee’s duties (other than any such failure resulting from Optionee’s Disability or any such failure subsequent to Optionee being delivered notice of the Company’s intent to terminate Optionee’s employment without Cause) following written notice by the Company to Optionee which specifically identifies such failure and Optionee not curing such failure within thirty (30) days following receipt of such notice (for the avoidance of doubt, unsatisfactory performance by the Optionee of his duties shall not be deemed to be a failure to substantially perform), (B) conviction of, or a plea of nolo contendere to, (x) a felony (other than traffic-related) under the laws of the United States or any state thereof or any similar criminal act in a jurisdiction outside the United States or (y) a crime involving moral turpitude that could be injurious to the Company or its reputation, (C) Optionee’s willful malfeasance or willful misconduct which is materially and demonstrably injurious to the Company, or (D) any act of fraud by Optionee in the performance of Optionee’s duties. For purpose of the definition of Termination for Cause set forth above, no act or failure to act shall be considered “willful” unless done or omitted to be done by Optionee in bad faith or without reasonable belief that Optionee’s action was in the best interests of the Company and its affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board shall be conclusively presumed to be done, or omitted to be done, by Optionee in good faith and in the best interests of the Company.

(x)“Third Performance-Based Tranche” has the meaning specified in Section 2 of this Agreement.

2.Grant of Stock Option. Subject to and upon the terms, conditions, and restrictions set forth in this Agreement and in the Plan, the Company hereby grants to Optionee an option (the “Option”) to purchase          shares of the Company’s common stock (the “Option Shares”) at a price (the “Option Price”) of $        per share, which is the Fair Market Value per share on the Effective Date. The Option may be exercised from time to time in accordance with the terms of this Agreement. Subject to adjustment as hereinafter provided, (a) one-fourth of the Option Shares (         shares) constitute, and may be purchased pursuant to the provisions of the “Time-Based Tranche”, (b) one-fourth of the Option Shares (         shares) constitute and may be purchased pursuant to the provisions of the First Performance-Based Tranche, (c) one-fourth of the Option Shares (         shares) constitute and may be purchased pursuant to the provisions of the Second Performance-Based Tranche and (d) one-fourth of the Option Shares (         shares) constitute and may be purchased pursuant to the provisions of the Third Performance-Based Tranche.

3.Term of Option. The term of the Option shall commence at the Effective Time and, unless earlier terminated in accordance with Section 7 hereof, shall expire ten (10) years from the Effective Time.

4.Right to Exercise. Unless terminated as hereinafter provided, the Option shall become exercisable only as follows:

(a)The Option shall become exercisable with respect to 20% of the Time-Based Tranche (        shares) on the first anniversary of the Effective Time and an additional 1/60 of the Time-Based Tranche on each monthly anniversary thereafter if Optionee

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remains in the continuous employ of the Company, any Subsidiary or Affiliate as of each such date.

(b)The Optionee may earn the right to exercise the option to purchase 20% of the First Performance-Based Tranche (       shares) on each December 31 of the Performance Period, provided, that (i) Optionee shall have remained in the continuous employ of the Company, any Subsidiary or Affiliate as of each such date, and (ii) the Company shall have achieved certain specified annual performance targets for both EBITDA and Free Cash Flow, as such terms are defined herein, and as such targets are attached hereto as Attachment A. Except as set forth in Section 4(e), below, any shares included in the First Performance-Based Tranche as to which Optionee does not earn the right to exercise the related Option Shares shall thereupon expire and terminate; provided, however, that notwithstanding anything in this sentence to the contrary, Options under the First Performance-Based Tranche may also vest and become exercisable on a “catch-up” basis, such that in any subsequent fiscal year during the Performance Period if (i) the cumulative actual performance for prior years for the First Performance-Based Tranche equals or exceeds cumulative annual performance targets for the First Performance-Based Tranche for such years, and (ii) the relevant performance targets were achieved in at least fifty percent of the completed years within the Performance Period, then all prior First Performance-Based Tranche Options to which such performance targets applied and which did not previously vest shall also vest and become exercisable.

(c)The Optionee may earn the right to exercise the option to purchase 20% of the Second Performance-Based Tranche (        shares) on each December 31 during the Performance Period, provided, that (i) the Optionee shall have remained in the continuous employ of the Company, any Subsidiary or Affiliate as of each such date, and (ii) the Company shall have achieved certain specified annual performance targets for both EBITDA and Free Cash Flow, as such terms are defined herein, and as such targets are attached hereto as Attachment B. Except as set forth in Section 4(e), below, any shares included in the Second Performance-Based Tranche as to which Optionee does not earn the right to exercise the related Option Shares shall thereupon expire and terminate; provided, however, that notwithstanding anything in this sentence to the contrary, Options under the Second Performance-Based Tranche may also vest and become exercisable on a “catch-up” basis, such that in any subsequent fiscal year if (i) the cumulative actual performance for prior years for the Second Performance-Based Tranche equals or exceeds cumulative annual performance targets for the Second Performance-Based Tranche for such years, and (ii) the relevant performance targets were achieved in at least fifty percent of the completed years within the Performance Period, then all prior Second Performance-Based Tranche Options to which such performance targets applied and which did not previously vest shall also vest and become exercisable.

(d)The Optionee may earn the right to exercise the option to purchase 20% of the Third Performance-Based Tranche (         shares) on each December 31 during the Performance Period, provided, that (i) the Optionee shall have remained in the continuous employ of the Company, any Subsidiary or Affiliate as of each such date, and (ii) the Company shall have achieved specified annual performance targets for IRR, as such term is defined herein, and as such targets are attached hereto as Attachment C. Except as set forth in Section 4(e), below, any shares included in the Third Performance-Based Tranche as to which Optionee does not earn the right to exercise the related Option shares shall thereupon expire and terminate;

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provided, however, the Options represented by the Third Performance-Based Tranche may also vest and become exercisable on a “catch-up” basis, such that if (i) in any subsequent fiscal years the IRR performance goal is achieved, and (ii) the relevant IRR performance goals were achieved in at least fifty percent of the completed years within the Performance period, all prior Options in the Third Performance-Based Tranche which did not previously vest shall also vest and become exercisable. Notwithstanding the first sentence of this Section 4(d), if Grand Slam sells its entire interest in the Company through a public vehicle prior to the vesting or forfeiture of the Third Performance-Based Tranche, other than upon a Change in Control, the following provisions will apply:

(i)If the sale achieves both (x) an IRR of at least 22½% and (y) a return on investment to Grand Slam of at least two (2) times its initial investment from the closing of the acquisition of the Company under and pursuant to the Merger Agreement (the “Investment”) through the date of the sale, as determined by the Company’s accountants (collectively the “Condition”), then the Third Performance-Based Tranche Options, to the extent not vested for the years elapsed within the Performance Period, will be added to the Time-Based Tranche and will vest contingent upon the Optionee’s continued employment with the Company or any Subsidiary on a pro-rata monthly or annual basis, as would then normally be applicable to the Time-Based Tranche, through the remainder of the years within the Performance Period; or

(ii)If the Condition is not achieved upon such sale, then the Third Performance-Based Tranche options, to the extent not vested for the years elapsed within the Performance Period, will be split equally and added into the First and Second Performance-Based Tranche Options, respectively, and will vest contingent upon the criteria and other conditions applicable to those First and Second Performance-Based Tranche Options for the remainder of the Performance Period.

(e)Notwithstanding the foregoing, (i) the Option Shares of the Time-Based Tranche granted hereby shall become immediately exercisable upon the occurrence of a Change in Control if Optionee remains in the continuous employ of the Company or any Subsidiary until the date of the consummation of such Change in Control, (ii) the Option Shares of the First Performance-Based Tranche granted hereby shall become immediately exercisable upon the occurrence of a Change in Control if the Optionee remains in the continuous employ of the Company or any Subsidiary until the date of consummation of such Change in Control and the performance targets applicable for such Tranche were achieved in (x) at least fifty percent of the completed years that have elapsed in the Performance Period prior to or upon the Change in Control and (y) the last completed year of the Performance Period at the time of the Change in Control, (iii) the Option shares of the Second Performance-Based Tranche granted hereby shall become immediately exercisable upon the occurrence of a Change in Control if Optionee remains in the continuous employ of the Company or any Subsidiary until the date of consummation of such Change in Control and the performance goals for such Tranche were

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achieved in (x) at least fifty percent of the completed years that have elapsed in the Performance Period prior to or upon the Change in Control and (y) the last completed year of the Performance Period at the time of the Change in Control, and (iv) the Option Shares of the Third Performance-Based Tranche granted hereby shall become immediately exercisable upon the occurrence of a Change in Control if Optionee remains in the continuous employ of the Company or any Subsidiary until the date of such Change in Control and (x) Grand Slam has received at least a two times return on its Investment from the Effective Date through the Change in Control, as determined by the Company’s accountants and (y) the IRR performance goal specified on Attachment C has been achieved for the portion of the Performance Period that has elapsed prior to the Change in Control.

(f)Notwithstanding anything herein to the contrary, if Optionee is on an approved leave of absence, as provided in the last paragraph of Section 7 hereof, Optionee will be considered as still in continuous employ of the Company, a Subsidiary or an Affiliate for purposes of this Plan.

(g)Optionee shall be entitled to the privileges of ownership with respect to Option shares purchased and delivered to Optionee upon the exercise of all or part of this Option, subject to Section 8 hereof.

5.Option Nontransferable. Optionee may not transfer or assign all or any part of the Option other than by will or by the laws of descent and distribution. This Option may be exercised, during the lifetime of Optionee, only by Optionee, or in the event of Optionee’s legal incapacity, by Optionee’s guardian or legal representative acting on behalf of Optionee in a fiduciary capacity under state law and court supervision. Notwithstanding anything herein to the contrary, Optionee may transfer or assign all or any part of the Option to “family members” (as defined in the General Instructions to Form S-8 of the Securities Act of 1933) or trusts, partnerships or similar entities for the benefit of such family members, for estate planning purposes or in connection with the disposition of Optionee’s estate.

6.Notice of Exercise; Payment.

(a)To the extent then exercisable, the Option may be exercised in whole or in part by written notice to the Company stating the number of Option Shares for which the Option is being exercised and the intended manner of payment. The date of such notice shall be the exercise date. Payment equal to the aggregate Option Price of the Option Shares being purchased pursuant to an exercise of the Option must be tendered in full with the notice of exercise to the Company in one or a combination of the following methods as specified by Optionee in the notice of exercise:  (i) cash in the form of currency or check or by wire transfer as directed by the Company, (ii) solely following an IPO in Shares otherwise being traded on an established securities market, through the surrender to the Company of Shares owned by Optionee for at least six months as valued at their Fair Market Value on the date of exercise, (iii) through net exercise, using Shares to be acquired upon exercise of the Option, such Shares being valued at their Fair Market Value (which for such purpose shall have the meaning set forth in the Stockholders’ Agreement) on the date of exercise, or (iv) through such other form of consideration as is deemed acceptable by the Board.

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(b)As soon as practicable upon the Company’s receipt of Optionee’s notice of exercise and payment, the Company shall direct the due issuance of the Option Shares so purchased.

(c)As a further condition precedent to the exercise of this Option in whole or in part, Optionee shall comply with all regulations and the requirements of any regulatory authority having control of, or supervision over, the issuance of the shares of common stock and in connection therewith shall execute any documents which the Board shall in its sole discretion deem necessary or advisable.

7.Termination of Agreement. The Agreement and the Option granted hereby shall terminate automatically and without further notice on the earliest of the following dates:

(a)After Optionee’s termination due to Optionee’s death or Disability, all unvested Time-Based Options will be forfeited immediately, and all vested Options from any Tranche shall remain exercisable until the lesser of (i) one (1) year following the Optionee’s date of termination or (ii) the remaining term of the Option; provided, however, that it shall be a condition to the exercise of the Option in the event of Optionee’s death that the Person exercising the Option shall (i) have agreed in a form satisfactory to the Company to be bound by the provisions of this Agreement and the Stockholders Agreement and (ii) comply with all regulations and the requirements of any regulatory authority having control of, or supervision over, the issuance of the shares of common stock and in connection therewith shall execute any documents which the Board shall in its sole discretion deem necessary or advisable. Unvested Options from the First, Second and Third Performance-Based Tranches shall remain outstanding for the twelve (12) month period following the date of such termination by reason of death or Disability. To the extent applicable performance targets are achieved, or a Change in Control occurs, within such twelve (12) month period following the date of termination due to Optionee’s death or Disability (each, a “Post-Termination Vesting Event”), the appropriate number of Options will vest as of such Post-Termination Vesting Event, and remain exercisable for twelve (12) months following such Post-Termination Vesting Event (but not beyond the remaining term of the Option). On the twelve (12) month anniversary of the date of termination of employment by reason of death or Disability, all remaining unvested options from the First, Second and Third Performance-Based Tranches will be forfeited;

(b)After Optionee’s termination by the Company without Cause or by the Optionee for Good Reason, all unvested Time-Based Option will be forfeited immediately, and all vested Options from any Tranche shall remain exercisable until the lesser of (i) ninety (90) calendar days following the Optionee’s date of termination or (ii) the remaining term of the Option. Unvested options from the First, Second and Third Performance-Based Tranches shall remain outstanding for the twelve (12) month period following the date of such termination by reason of termination by the Company without Cause or by the Optionee for Good Reason. To the extent a Post-Termination Vesting Event occurs within such twelve (12) month period, the appropriate number of Options will vest as of such Post-Termination Vesting Event, and remain exercisable for ninety (90) calendar days following such Post-Termination Vesting Event (but not beyond the remaining term of the Option). On the twelve (12) month anniversary of the date of termination of employment by reason of termination by the Company without Cause or by the

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Executive with Good Reason, all remaining unvested options from the First, Second and Third Performance-Based Tranches will be forfeited;

(c)The date of Optionee’s Termination for Cause, upon which all vested and unvested Options will be forfeited immediately and terminate;

(d)After Optionee’s termination without Good Reason, all unvested options will be forfeited immediately, and all vested Options from any Tranche shall remain exercisable until the lesser of (i) ninety (90) calendar days following the Optionee’s date of termination or (ii) the remaining term of the Option; or

(e)Ten (10) years from the Effective Time.

Notwithstanding the foregoing, in all termination events other than a termination of the Optionee’s employment for Cause, if the last day to exercise vested Options occurs after the date on which the Company’s common stock is publicly traded on a national stock exchange and during a lock-up period or securities law blackout period, the otherwise applicable post-termination Option exercise period shall continue, but not beyond the remaining term of the Option, until thirty (30) calendar days after the first day when the terminating Optionee is no longer precluded from selling stock acquired upon exercise of Options for either of such reasons. Notwithstanding anything to the contrary herein, nothing herein shall prohibit the Optionee from exercising his or her vested Options through net exercise, using Shares to be acquired upon exercise of the Option, during any lock-up or securities law blackout period to the extent not prohibited by law.

In the event that Optionee’s employment is terminated in the circumstances described in Section 7(c) hereof, this Agreement shall terminate at the time of such termination notwithstanding any other provision of this Agreement and Optionee’s Option will cease to be exercisable to the extent exercisable as of such termination and will not be or become exercisable after such termination. Optionee shall be deemed to be an employee of the Company or any Subsidiary if on a leave of absence approved in writing by the Board or the Chief Executive Officer of the Company to the extent consistent with Section 409A of the Code.

8.Stockholders Agreement. Optionee agrees that any Option Shares that Optionee receives pursuant to this Agreement or under the Plan are subject to the terms and conditions set forth in the Stockholders Agreement.

9.Initial Public Offering. Option Shares acquired on exercise of any Option will be subject to the terms and conditions of the Stockholders’ Agreement.

10.No Employment Contract. Nothing contained in this Agreement shall (a) confer upon Optionee any right to be employed by or remain employed by the Company or any Subsidiary, or (b) limit or affect in any manner the right of the Company or any Subsidiary to terminate the employment or adjust the compensation of Optionee.

11.Dividend Equivalents. Upon the payment of any ordinary or extraordinary cash dividend (or similar distributions) to holders of Company common stock, the Optionee will be credited with dividend equivalent rights with respect to the Options as follows. Dividend

9

equivalents relating to vested Options shall be paid to the Optionee in cash at the same time dividends are paid to holders of Company common stock. Dividend equivalents relating to unvested Options will be credited to a notional account maintained on the books of the Company for the benefit of the Optionee, which account shall not accrue interest. The Optionee will become vested in such account at the same time as the Options to which the dividend equivalents relate vest and become exercisable, and such vested amounts shall be payable in cash upon the applicable vesting date, and in no event later than 2 ½ months following the end of the calendar year in which the applicable vesting date occurs. Unvested amounts held in such account shall be forfeited by the Optionee upon the date of any termination of employment; provided, however, that if such termination results in the continuation of unvested Options from the First, Second and Third Performance-Based Tranches, as provided in Sections 7(a) and 7(b), above, forfeiture of dividend equivalents shall be delayed until the twelve (12) month anniversary of such termination, and to the extent that any Options vest during such 12-month period, such related dividend equivalents shall also vest and be paid to the Executive in cash on the twelve (12) month anniversary of such termination or, if the Options are forfeited, such related dividend equivalents shall also be forfeited.

12.Taxes and Withholding. The Company or any Subsidiary may withhold, or require Optionee to remit to the Company or any Subsidiary, an amount sufficient to satisfy federal, state, local or foreign taxes (including the Optionee’s FICA obligation) in connection with any payment made or benefit realized by Optionee or other person under this Agreement or otherwise, and if the amounts available to the Company or any Subsidiary for such withholding are insufficient, it shall be a condition to the receipt of such payment or the realization of such benefit that Optionee or such other person make arrangements satisfactory to the Company or any Subsidiary for payment of the balance of such taxes required to be withheld. Optionee may elect to have such withholding obligation satisfied by surrendering to the Company or any Subsidiary a portion of the Option Shares that are issued or transferred to Optionee upon the exercise of an Option (but only to the extent of the minimum withholding required by law), and the Option Shares so surrendered by Optionee shall be credited against any such withholding obligation at the Fair Market Value (which for such purpose shall have the meaning set forth in the Stockholders’ Agreement) of such Shares on the date of such surrender.

13.Compliance with Law. The Company shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, that notwithstanding any other provision of this Agreement, the Option shall not be exercisable if the exercise thereof would result in a violation of any such law.

14.Adjustments.

(a)The Board shall make or provide for such substitution or adjustments in the number of Option Shares covered by this Option, in the Option Price applicable to such Option, and in the kind of shares covered thereby and/or such other equitable substitution or adjustments as the Board may determine to prevent dilution or enlargement of Optionee’s rights that otherwise would result from (a) any stock dividend, extraordinary cash-dividend, stock split, combination of shares, recapitalization, or other change in the capital structure of the Company, (b) any merger, consolidation, spin-off, split-off, spin-out, split-up, reclassification, reorganization, partial or complete liquidation, or other distribution of assets or issuance of rights

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or warrants to purchase securities, or (c) any other corporate transaction or event having an effect similar to any of the foregoing. In the case of a Change in Control, such substitutions and adjustments include, without limitation, canceling any and all Options in exchange for cash payments equal to the excess, if any, of the value of the consideration paid to a shareholder of an Option Share over the Option Price per share subject to such Option in connection with such an adjustment event.

(b)To the extent that any equity securities of any member of the Company’s controlled group become publicly traded, at such time all Options shall be exchanged, in a manner consistent with Section 409A and 424 of the Code, for options with the same intrinsic value in the publicly-traded entity, and all Shares shall be exchanged for shares of common stock with the same aggregate value of the publicly-traded entity.

15.Relation to Other Benefits. Any economic or other benefit to Optionee under this Agreement shall not be taken into account in determining any benefits to which Optionee may be entitled under any profit-sharing, retirement or other benefit or compensation plan maintained by the Company or any Subsidiary and shall not affect the amount of any life insurance coverage available to any beneficiary under any life insurance plan covering employees of the Company or any Subsidiary.

16.Amendments. Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided, however, that no amendment shall adversely affect the rights of Optionee under this Agreement without Optionee’s prior written consent.

17.Severability. If one or more of the provisions of this Agreement is invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.

18.Relation to Plan. This Agreement is subject to the terms and conditions of the Plan. In the event of any inconsistent provisions between this Agreement and the Plan, the Plan shall govern. The Board acting pursuant to the Plan, as constituted from time to time, shall, except as expressly provided otherwise herein, have the right to determine any questions which arise in connection with the Option or its exercise.

19.Successors and Assigns. The provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, administrators, heirs, legal representatives and assigns of Optionee, and the successors and assigns of the Company.

20.Governing Law. The interpretation, performance, and enforcement of this Agreement shall be governed by the laws of the State of Delaware, without giving effect to the principles of conflict of laws thereof and all parties, including their successors and assigns, consent to the jurisdiction of the state and federal courts of Delaware.

21.Prior Agreement. As of the Effective Time, this Agreement supersedes any and all prior and/or contemporaneous agreements, either oral or in writing, between the parties hereto, or between either or both of the parties hereto and the Company, with respect to the

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subject matter hereof. Each party to this Agreement acknowledges that no representations, inducements, promises, or other agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, pertaining to the subject matter hereof, which are not embodied herein, and that no prior and/or contemporaneous agreement, statement or promise pertaining to the subject matter hereof that is not contained in this Agreement shall be valid or binding on either party.

22.Notices. For all purposes of this Agreement, all communications, including without limitation notices, consents, requests or approvals, required or permitted to be given hereunder will be in writing and will be deemed to have been duly given when hand delivered or dispatched by electronic facsimile transmission (with receipt thereof confirmed), or five business days after having been mailed by United States registered or certified mail, return receipt requested, postage prepaid, or three business days after having been sent by a nationally recognized overnight courier service such as Federal Express, UPS, or Purolator, addressed to the Company (to the attention of the Secretary of the Company) at its principal executive offices and to Optionee at his principal residence, or to such other address as any party may have furnished to the other in writing and in accordance herewith, except that notices of changes of address shall be effective only upon receipt.

23.Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same agreement.

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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its duly authorized officer and Optionee has executed this Agreement, as of the day and year first above written.

ENCORE MEDICAL CORPORATION

By:

Name & Title

OPTIONEE

Name:

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EX-10.5

Exhibit 10.5

AMENDMENT TO EMPLOYMENT AGREEMENT

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 KENNETH W. DAVIDSON, an individual residing at 24107 Highway 71, Spicewood, TX 78669 (the “Employee”).

WHEREAS, the Employee and the Company entered into an Employment Agreement dated October 1, 2003 (the “Agreement”), which ended on September 30, 2006; and

WHEREAS, the Employee and the Company desire to amend the Agreement to: (i) extend the initial term of the Agreement, (ii) provide that the Agreement shall automatically renew for successive one-year periods after the expiration of the initial term, unless notice of non-renewal is provided, (iii) provide for an annual increase of at least five percent (5%) in the Employee’s base salary, (iv) describe certain bonus and equity awards to be provided to the Employee, (v) set forth certain benefits provided to the Employee upon termination of employment with the Company, and (vi) add certain additional provisions, all to the benefit of the Employee; and

WHEREAS, the Employee and the Company agree and acknowledge that neither this Amendment, its implementation or the operation thereof will constitute “Good Reason” within the meaning of, or otherwise result in any right to payments to Employee under that certain Change of Control Severance Agreement dated May 27, 2005 between the Employee and the Company (the “Severance Agreement”); and

WHEREAS, the Employee and the Company desire to memorialize in this Amendment their agreements regarding such changes to the Agreement; and

WHEREAS, pursuant to Section 4.7 of the Agreement, the Agreement may be amended or modified in writing by the parties; and

WHEREAS, the recitals set forth above are hereby incorporated into and made a part of this Amendment.

NOW, THEREFORE, in consideration of the premises and other mutual promises and covenants contained in this Amendment and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties, intending to be legally bound, hereby amend the Agreement as follows:

1.Section 1.1 (Employment Term) is amended and restated in its entirety to read as follows:

1.1Employment Term. The Company hereby employs the Employee for a primary term commencing on the date set forth above and, subject to earlier termination as provided in Section 1.5 hereof, ending December 31, 2009 (the “Initial Term”); provided that the term will be renewed for successive one-year periods (each, a “Renewal Term” and together with the Initial Term, the “Employment Term”) unless either party gives written notice to the other of its intent not to renew at least one hundred eighty (180) days prior to the expiration of the Initial Term or Renewal Term then in effect, as applicable, on the terms and subject to the conditions set forth in this Agreement. Employee agrees to accept such employment and to perform the services specified herein, all upon the terms and conditions hereinafter stated.

2.The second sentence of Section 1.4.1 (Salary) shall be replaced with the following:

The Base Salary shall be subject to review on no less than an annual basis and, for reviews occurring on or after November 3, 2006, Employee shall be entitled to at least a five percent (5%) increase in Employee’s Base Salary on each annual review.

3.Section 1.4.4 (Bonus Program) shall be applicable only to fiscal years ending on or before December 31, 2006 and, beginning in 2007, bonus opportunities shall be provided in accordance with Section 1.4.5 of the Agreement.

4.Section 1.4 (Compensation) is amended by adding the following sections at the end thereof:

1.4.5Bonus.  With respect to each calendar year during the Employment Term beginning in 2007, Employee shall be eligible to earn (i) an annual bonus award (an “Annual Bonus”) targeted at sixty-seven percent (67%) of Employee’s Base Salary (the “Annual Bonus Opportunity”), based only upon the achievement of objective performance targets of the Company established by the Company and contingent upon Employee’s continued employment through the specified payment date, and (ii) a supplemental bonus award (a “Supplemental Bonus”) targeted at one hundred percent (100%) of Employee’s Base Salary (the “Supplemental Bonus Opportunity”), based only upon the achievement of objective stretch incentive targets of the Company established by the Company, and contingent upon Employee’s continued employment with the Company through the specified payment date. The Annual Bonus and Supplemental Bonus shall be paid no later than two and one-half (2½) months following the end of the calendar year to which such bonuses relate.

1.4.6Equity Awards. On the closing date of the merger of the Company with Grand Slam Acquisition Corp. pursuant to that certain Merger Agreement dated June 30, 2006 by and among the Company, Grand Slam Holdings LLC and Merger Sub, the Company shall grant Employee an amount of stock options to purchase common stock of the Company (the “Initial Stock Option Grant”) under the Encore Medical Corporation 2006 Stock Incentive Plan (the “Stock Plan”) as may be adopted on such date. The amount of such stock options shall be determined by the Chief Executive Officer of the Company in his reasonable discretion. The terms and conditions of such stock option grants shall be as set forth in the Stock Plan and such time-based and performance-based stock option award agreements as are set forth for other senior executives of the Company.

5.Section 1.5 (Termination) is amended and restated in its entirety to read as follows:

1.5Termination

The Employment Term and Employee’s employment hereunder may be terminated by either party at any time and for any reason; provided that each party will be required to give the other party at least thirty (30) days advance written notice of any such termination.  Notwithstanding any other provision of this Agreement, the provisions of this Section 1.5 and the stock option award agreements shall exclusively govern Employee’s rights upon termination of employment with the Company and its affiliates.

1.5.1By the Company For Cause or By Employee Resignation Without Good Reason.

(a)The Employment Term and Employee’s employment hereunder may be terminated by the Company for Cause (as defined in Section 1.5.1(b) below) and

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shall terminate automatically upon Employee’s resignation without Good Reason (as defined in Section 1.5.3(b) below).

(b)For purposes of this Agreement, “Cause” shall mean (i) Employee’s willful and continued failure to substantially perform Employee’s duties hereunder (other than any such failure resulting from Employee’s Disability or any such failure subsequent to Employee being delivered notice of the Company’s intent to terminate Employee’s employment without Cause or delivering to the Company a notice of Employee’s intent to terminate for Good Reason) following written notice by the Company to Employee which specifically identifies such failure and Employee not curing such failure within thirty (30) days following receipt of such notice (for the avoidance of doubt, unsatisfactory performance by the Employee of his duties shall not be deemed to be a failure to substantially perform), (ii) conviction of, or a plea of nolo contendere to, (x) a felony (other than traffic-related) under the laws of the United States or any state thereof or any similar criminal act in a jurisdiction outside the United States or (y) a crime involving moral turpitude that could be injurious to the Company or its reputation, (iii) Employee’s willful malfeasance or willful misconduct which is materially and demonstrably injurious to the Company, (iv) any act of fraud by Employee in the performance of Employee’s duties hereunder, or (v) Employee’s material breach of the provisions of Articles 2 and 3 of this Agreement. For purpose of the definition of Cause set forth above, no act or failure to act shall be considered “willful” unless done or omitted to be done by Employee in bad faith or without reasonable belief that Employee’s action was in the best interests of the Company and its affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the board of directors of the Company (the “Board”) shall be conclusively presumed to be done, or omitted to be done, by Employee in good faith and in the best interests of the Company.

(c)If Employee’s employment is terminated by the Company for Cause, or if Employee resigns without Good Reason, Employee (or his dependents or beneficiaries, as applicable) shall be entitled to receive:

(i)the Base Salary through the date of termination in a lump sum payment, to be paid on the tenth (10^th) business day following such termination;

(ii)reimbursement for any unreimbursed business expenses properly incurred by Employee in accordance with Company policy prior to the date of Employee’s termination in a lump sum payment, to be paid on the tenth (10^th) business day following such termination;

(iii)any earned but unpaid Annual Bonus and Supplemental Bonus with respect to the most recently completed calendar year prior to the date on which such termination occurs, in each case, to be paid no later than two and one-half (2½) months following the end of such calendar year;

(iv)any accrued and unused vacation pay in a lump sum payment, to be paid on the tenth (10^th) business day following such termination; and

(v)such employee benefits, if any, as to which Employee (or his dependents or beneficiaries, as applicable) may be entitled under the employee benefit plans of the Company or its affiliates pursuant to the terms of such plans (the amounts described in clauses (i) through (v) above being referred to as the “Accrued Rights”).

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Following such termination of Employee’s employment by the Company for Cause or resignation by Employee without Good Reason, except as set forth in this Section 1.5.1(c) and any stock option award agreements or otherwise required by law, Employee shall have no further rights to any compensation or any other benefits under this Agreement.

1.5.2Disability or Death.

(a)The Employment Term and Employee’s employment hereunder shall terminate upon Employee’s death and may be terminated by the Company if Employee becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any eighteen (18) consecutive month period to perform Employee’s duties with reasonable accommodation (such incapacity is hereinafter referred to as “Disability”).

(b)Upon termination of Employee’s employment hereunder for either Disability or death, Employee or Employee’s estate, dependents or beneficiaries, as applicable, shall be entitled to receive the Accrued Rights.

Following Employee’s termination of employment due to death or Disability, except as set forth in this Section 1.5.2(b) and any stock option award agreements or otherwise required by law, Employee shall have no further rights to any compensation or any other benefits under this Agreement.

1.5.3By the Company Without Cause or Resignation by Employee for Good Reason.

(a)The Employment Term and Employee’s employment hereunder may be terminated by the Company without Cause or by Employee’s resignation for Good Reason. Notwithstanding anything to the contrary herein, written notice of intent not to renew or any failure to renew the Initial Term or any Renewal Term shall not constitute either a termination by the Company without Cause or a basis for the Employee to terminate for Good Reason.

(b)For purposes of this Agreement, “Good Reason” shall mean (i) any reduction in Employee’s Base Salary, Annual Bonus Opportunity, Supplemental Bonus Opportunity or any material employee benefits, (ii) any substantial diminution in Employee’s position or duties, adverse change in reporting lines or assignment of duties materially inconsistent with Employee’s position (other than in connection with an increase in responsibility or a promotion), including but not limited to no longer reporting to the Board of Directors of the Company, its successor or its ultimate parent company in connection with a corporate transaction, (iii) a failure on the part of the Company to grant or cause to be granted to Employee any of the Equity Awards set forth in Section 1.4.6 herein, (iv) any material failure on the part of the Company to comply with and satisfy the terms of Sections 1.4.1, 1.4.2, 1.4.3 and 1.4.5 of this Agreement, or (v) the Company requiring the Employee to be based at any office location other than the Company’s executive offices in the Austin, Texas SMSA, except for travel reasonably required in the performance of the Employee’s responsibilities; provided that the events described in (i), (ii), (iii), (iv) or (v) above shall constitute Good Reason only if the Company fails to cure such event within thirty (30) days after receipt from Employee of written notice of the event which constitutes Good Reason.

(c)If Employee’s employment is terminated by the Company without Cause (other than by reason of death or Disability) or if Employee resigns for Good Reason, Employee (or his dependents or beneficiaries, as applicable) shall be entitled to receive:

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(i)the Accrued Rights; provided, that, for purposes of this subparagraph 1.5.3(c)(i), the Accrued Rights shall be deemed to include the amount set forth in subparagraph 1.5.1(c)(iii) if the Employee remained employed by the Company for the entire calendar year for which the bonus amounts were applicable, regardless of whether the amount was “earned” pursuant to the Annual Bonus Plan;

(ii)a lump sum, to be paid on the tenth (10^th) business day after such termination, equal to the sum of: (i) the most recent Annual Bonus, if any, awarded to Employee, or, if such termination occurs in 2006 or 2007, then the Annual Bonus Opportunity and (ii) the most recent Supplemental Bonus, if any, awarded to Employee, or, if such termination occurs in 2006 or 2007, then the Supplemental Bonus Opportunity; and

(iii)subject to Employee’s continued compliance with the provisions of Articles 2 and 3 herein, continued payment of the Base Salary, payable in regular installments in accordance with the Company’s usual payment practices, until twelve (12) months after the date of such termination; provided, that the aggregate amount described in clauses (ii) and (iii) shall be reduced by the present value of any other cash severance payable to Employee under any other plans, programs or arrangements of the Company or its affiliates other than the Severance Agreement; provided, further that the amounts described in clauses (ii) and (iii) shall be considered “similar payments” to those described in Sections 2(b)(i) and (ii) of the Severance Agreement, for the purpose of avoiding duplication thereof.

Following Employee’s termination of employment by the Company without Cause (other than by reason of Employee’s death or Disability) or by Employee’s resignation for Good Reason, except as set forth in this Section 1.5.3(c) and any stock option award agreements or otherwise required by law, Employee shall have no further rights to any compensation or any other benefits under this Agreement.

1.5.4Notice of Termination.  Any purported termination of employment by the Company or by Employee (other than due to Employee’s death) shall be communicated by written Notice of Termination to the other party hereto in accordance with Section 4.1 hereof.  For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of employment under the provision so indicated.

6.Article 4 (Miscellaneous) is amended by adding the following new sections at the end thereof to read as follows:

4.8Tax Matters; Golden Parachute.

(a)Section 4.8(b) shall apply if, and only if the Employee does not receive any payments or benefits under the Severance Agreement; provided, further, in no event shall Section 4.8(b) duplicate any payment or benefit otherwise provided under the Severance Agreement.

(b)Subject to Section 4.8(a), in the event it shall be determined that any payment or benefit to Employee by the Company, any affiliate of the Company, any person who acquires ownership or effective control of the Company or ownership of a substantial portion of the Company assets (within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations thereunder) or any affiliate of such Person (the “Change in Control Payments”), is or will

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be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are collectively referred to as the “Excise Tax”), then  Employee shall be entitled to receive an additional payment (a “280G Reimbursement Payment”) in an amount such that after payment by Employee of all taxes (including any interest or penalties imposed with respect to such taxes), including any income tax, employment tax or Excise Tax, imposed upon the 280G Reimbursement Payment, Employee retains an amount of the 280G Reimbursement Payment equal to the Excise Tax imposed upon the Change in Control Payments. The 280G Reimbursement Payment shall be paid on the thirtieth (30th) day from the date that Employee is deemed to have “excess parachute payments” as defined in Section 280G of the Code. All mathematical determinations, and all determinations as to whether any of the Change in Control Payments are “parachute payments” (within the meaning of Section 280G of the Code), that are required to be made hereunder, including determinations as to whether a 280G Reimbursement Payment is required and the amount of such 280G Reimbursement Payment shall be made by the Company’s accounting firm (the “Accounting Firm”), which shall provide its determination (the “Determination”), together with detailed supporting calculations regarding the amount of any 280G Reimbursement Payment and any other relevant matter, both to the Company and Employee by no later than ten (10) days following the date of employment termination or, if applicable, such earlier time as is requested by the Company or Employee (if Employee reasonably believes that any of the Change in Control Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by Employee, it shall furnish Employee and the Company with an opinion reasonably acceptable to Employee and the Company that no Excise Tax is payable (including the reasons therefor) and that Employee has substantial authority not to report any Excise Tax on his federal income tax return. Any determination by the Accounting Firm shall be binding upon the Company and Employee, absent manifest error. As a result of uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that 280G Reimbursement Payments not made by the Company should have been made (“Underpayment”), or that 280G Reimbursement Payments will have been made by the Company which should not have been made (“Overpayments”). In either such event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment (together with any interest and penalties payable by Employee as a result of such Underpayment) shall be promptly paid by the Company to or for the benefit of Employee. In the case of an Overpayment, Employee shall, at the direction and expense of the Company, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, the Company, and otherwise reasonably cooperate with the Company to correct such Overpayment, provided, however, that (i) Employee shall not in any event be obligated to return to the Company an amount greater than the net after-tax portion of the Overpayment that he has retained or has recovered as a refund from the applicable taxing authorities and (ii) if a 280G Reimbursement Payment is determined to be payable, this provision shall be interpreted in a manner consistent with an intent to make Employee whole, on an after-tax basis, from the application of the Excise Tax, it being understood that the correction of an Overpayment may result in Employee repaying to the Company an amount which is less than the Overpayment. The cost of the Accounting Firm in connection with any such Determination shall be paid by the Company.

4.9No Set Off, No Mitigation, No Offset. The Company’s obligation to pay Employee the amounts provided and to make the arrangements provided hereunder shall not be subject to set-off, counterclaim or recoupment of amounts owed by Employee to the Company or its affiliates other than any amounts as may be owed by Employee with respect to the Retention Bonus Amount under the Company’s Annual Bonus Plan. Employee shall not be required to mitigate the amount of any payment provided for

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pursuant to this Agreement nor shall the amount be reduced on account of any payments received by Employee from any other party.

4.10Indemnification. The Company and its successors and/or assigns will indemnify, hold harmless, and defend Employee to the fullest extent permitted by applicable law with respect to any claims that may be brought against Employee arising out of or related to any action taken or not taken in Employee’s capacity as an employee, officer or director of the Company or any of its affiliates, including, without limitation, the advancement of legal fees and expenses, as such fees and expenses are incurred by Employee. In addition, Employee shall be covered, in respect of Employee’s activities as an officer or director of the Company or any of its subsidiaries, by the Company’s (or any of its subsidiaries’) Directors and Officers liability policy or other comparable policies, if any, obtained by the Company’s (or any of its subsidiaries’) successors, to the fullest extent permitted by such policies.

4.11Dispute Resolution. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in Austin, Texas under the Employment Dispute Resolution Rules of the American Arbitration Association (“AAA”) then currently in effect, as modified herein. Arbitration proceedings shall take place in Austin, Texas, before a single neutral arbitrator who shall be a lawyer. The arbitrator’s award shall be final and judgment may be entered upon such award by a court of competent jurisdiction. This arbitration procedure will be governed by the Federal Arbitration Act as will any actions to compel, enforce or vacate proceedings, awards, orders of the arbitration or settlement under this procedure. Each party shall be responsible for and directly pay its own fees and expenses of counsel and other experts retained in connection with such dispute or controversy, on a current basis as they may be incurred.

In all other respects, the provisions of the Agreement are hereby ratified and confirmed, and they shall continue in full force and effect. The Employee acknowledges and agrees that the changes provided in this Amendment, their implementation and the operation thereof shall not constitute “Good Reason” as defined in the Severance Agreement, or otherwise result in any rights to payments to Employee under such Severance Agreement.

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IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by its duly authorized officer and the Employee has hereto set his/her hand as of the date and year first above written.

COMPANY:
ENCORE MEDICAL CORPORATION
By:	/s/ Harry L. Zimmerman
Harry L. Zimmerman, Executive Vice President and General Counsel
EMPLOYEE:
/s/ Kenneth W. Davidson
KENNETH W. DAVIDSON

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EX-10.8

Exhibit 10.8

AMENDMENT TO EMPLOYMENT AGREEMENT

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”).

WHEREAS, the Employee and the Company entered into an Employment Agreement dated February 8, 2002 (the “Agreement”), which was to end on December 31, 2003, and on November 15, 2003 executed an Amendment to extend the term of the Agreement to December 31, 2006 (together, the “initial term”); and

WHEREAS, the Employee and the Company desire to amend the Agreement to: (i) extend the initial term of the Agreement, (ii) provide that the Agreement shall automatically renew for successive one-year periods after the expiration of the initial term, unless notice of non-renewal is provided, (iii) provide for an annual increase of at least five percent (5%) in the Employee’s base salary, (iv) describe certain bonus and equity awards to be provided to the Employee, (v) set forth certain benefits provided to the Employee upon termination of employment with the Company, and (vi) add certain additional provisions, all to the benefit of the Employee; and

WHEREAS, the Employee and the Company agree and acknowledge that neither this Amendment, its implementation or the operation thereof will constitute “Good Reason” within the meaning of, or otherwise result in any right to payments to Employee under that certain Change of Control Severance Agreement dated May 27, 2005 between the Employee and the Company (the “Severance Agreement”); and

WHEREAS, the Employee and the Company desire to memorialize in this Amendment their agreements regarding such changes to the Agreement; and

WHEREAS, pursuant to Section 4.7 of the Agreement, the Agreement may be amended or modified in writing by the parties; and

WHEREAS, the recitals set forth above are hereby incorporated into and made a part of this Amendment.

NOW, THEREFORE, in consideration of the premises and other mutual promises and covenants contained in this Amendment and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties, intending to be legally bound, hereby amend the Agreement as follows:

1.Section 1.1 (Employment Term) is amended and restated in its entirety to read as follows:

1.1Employment Term. The Company hereby employs the Employee for a primary term commencing on the date set forth above and, subject to earlier termination as provided in Section 1.5 hereof, ending December 31, 2009 (the “Initial Term”); provided that the term will be renewed for successive one-year periods (each, a “Renewal Term” and together with the Initial Term, the “Employment Term”) unless either party gives written notice to the other of its intent not to renew at least one hundred eighty (180) days prior to the expiration of the Initial Term or Renewal Term then in effect, as applicable, on the terms and subject to the conditions set forth in this Agreement. Employee agrees to accept such employment and to perform the services specified herein, all upon the terms and conditions hereinafter stated.

2.The second sentence of Section 1.4.1 (Salary) shall be replaced with the following:

The Base Salary shall be subject to review on no less than an annual basis and, for reviews occurring on or after November 3, 2006, Employee shall be entitled to at least a five percent (5%) increase in Employee’s Base Salary on each annual review.

3.Section 1.4 (Compensation) is amended by adding the following sections at the end thereof:

1.4.3Bonus.  With respect to each calendar year during the Employment Term beginning in 2007, Employee shall be eligible to earn (i) an annual bonus award (an “Annual Bonus”) targeted at sixty-seven percent (67%) of Employee’s Base Salary (the “Annual Bonus Opportunity”), based only upon the achievement of objective performance targets of the Company established by the Company and contingent upon Employee’s continued employment through the specified payment date, and (ii) a supplemental bonus award (a “Supplemental Bonus”) targeted at one hundred percent (100%) of Employee’s Base Salary (the “Supplemental Bonus Opportunity”), based only upon the achievement of objective stretch incentive targets of the Company established by the Company, and contingent upon Employee’s continued employment with the Company through the specified payment date. The Annual Bonus and Supplemental Bonus shall be paid no later than two and one-half (2½) months following the end of the calendar year to which such bonuses relate.

1.4.4Equity Awards. On the closing date of the merger of the Company with Grand Slam Acquisition Corp. pursuant to that certain Merger Agreement dated June 30, 2006 by and among the Company, Grand Slam Holdings LLC and Merger Sub, the Company shall grant Employee an amount of stock options to purchase common stock of the Company (the “Initial Stock Option Grant”) under the Encore Medical Corporation 2006 Stock Incentive Plan (the “Stock Plan”) as may be adopted on such date. The amount of such stock options shall be determined by the Chief Executive Officer of the Company in his reasonable discretion. The terms and conditions of such stock option grants shall be as set forth in the Stock Plan and such time-based and performance-based stock option award agreements as are set forth for other senior executives of the Company.

4.Section 1.5 (Termination) is amended and restated in its entirety to read as follows:

1.5Termination

The Employment Term and Employee’s employment hereunder may be terminated by either party at any time and for any reason; provided that each party will be required to give the other party at least thirty (30) days advance written notice of any such termination.  Notwithstanding any other provision of this Agreement, the provisions of this Section 1.5 and the stock option award agreements shall exclusively govern Employee’s rights upon termination of employment with the Company and its affiliates.

1.5.1By the Company For Cause or By Employee Resignation Without Good Reason.

(a)The Employment Term and Employee’s employment hereunder may be terminated by the Company for Cause (as defined in Section 1.5.1(b) below) and shall terminate automatically upon Employee’s resignation without Good Reason (as defined in Section 1.5.3(b) below).

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(b)For purposes of this Agreement, “Cause” shall mean (i) Employee’s willful and continued failure to substantially perform Employee’s duties hereunder (other than any such failure resulting from Employee’s Disability or any such failure subsequent to Employee being delivered notice of the Company’s intent to terminate Employee’s employment without Cause or delivering to the Company a notice of Employee’s intent to terminate for Good Reason) following written notice by the Company to Employee which specifically identifies such failure and Employee not curing such failure within thirty (30) days following receipt of such notice (for the avoidance of doubt, unsatisfactory performance by the Employee of his duties shall not be deemed to be a failure to substantially perform), (ii) conviction of, or a plea of nolo contendere to, (x) a felony (other than traffic-related) under the laws of the United States or any state thereof or any similar criminal act in a jurisdiction outside the United States or (y) a crime involving moral turpitude that could be injurious to the Company or its reputation, (iii) Employee’s willful malfeasance or willful misconduct which is materially and demonstrably injurious to the Company, (iv) any act of fraud by Employee in the performance of Employee’s duties hereunder, or (v) Employee’s material breach of the provisions of Articles 2 and 3 of this Agreement. For purpose of the definition of Cause set forth above, no act or failure to act shall be considered “willful” unless done or omitted to be done by Employee in bad faith or without reasonable belief that Employee’s action was in the best interests of the Company and its affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the board of directors of the Company (the “Board”) shall be conclusively presumed to be done, or omitted to be done, by Employee in good faith and in the best interests of the Company.

(c)If Employee’s employment is terminated by the Company for Cause, or if Employee resigns without Good Reason, Employee (or his dependents or beneficiaries, as applicable) shall be entitled to receive:

(i)the Base Salary through the date of termination in a lump sum payment, to be paid on the tenth (10^th) business day following such termination;

(ii)reimbursement for any unreimbursed business expenses properly incurred by Employee in accordance with Company policy prior to the date of Employee’s termination in a lump sum payment, to be paid on the tenth (10^th) business day following such termination;

(iii)any earned but unpaid Annual Bonus and Supplemental Bonus with respect to the most recently completed calendar year prior to the date on which such termination occurs, in each case, to be paid no later than two and one-half (2½) months following the end of such calendar year;

(iv)any accrued and unused vacation pay in a lump sum payment, to be paid on the tenth (10^th) business day following such termination; and

(v)such employee benefits, if any, as to which Employee (or his dependents or beneficiaries, as applicable) may be entitled under the employee benefit plans of the Company or its affiliates pursuant to the terms of such plans (the amounts described in clauses (i) through (v) above being referred to as the “Accrued Rights”).

Following such termination of Employee’s employment by the Company for Cause or resignation by Employee without Good Reason, except as set forth in this Section 1.5.1(c) and any stock option award agreements or otherwise required by law,

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Employee shall have no further rights to any compensation or any other benefits under this Agreement.

1.5.2Disability or Death.

(a)The Employment Term and Employee’s employment hereunder shall terminate upon Employee’s death and may be terminated by the Company if Employee becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any eighteen (18) consecutive month period to perform Employee’s duties with reasonable accommodation (such incapacity is hereinafter referred to as “Disability”).

(b)Upon termination of Employee’s employment hereunder for either Disability or death, Employee or Employee’s estate, dependents or beneficiaries, as applicable, shall be entitled to receive the Accrued Rights.

Following Employee’s termination of employment due to death or Disability, except as set forth in this Section 1.5.2(b) and any stock option award agreements or otherwise required by law, Employee shall have no further rights to any compensation or any other benefits under this Agreement.

1.5.3By the Company Without Cause or Resignation by Employee for Good Reason.

(a)The Employment Term and Employee’s employment hereunder may be terminated by the Company without Cause or by Employee’s resignation for Good Reason. Notwithstanding anything to the contrary herein, written notice of intent not to renew or any failure to renew the Initial Term or any Renewal Term shall not constitute either a termination by the Company without Cause or a basis for the Employee to terminate for Good Reason.

(b)For purposes of this Agreement, “Good Reason” shall mean (i) any reduction in Employee’s Base Salary, Annual Bonus Opportunity, Supplemental Bonus Opportunity or any material employee benefits, (ii) any substantial diminution in Employee’s position or duties, adverse change in reporting lines or assignment of duties materially inconsistent with Employee’s position (other than in connection with an increase in responsibility or a promotion), including but not limited to no longer reporting to the Chief Executive Officer of the Company, its successor or its ultimate parent company in connection with a corporate transaction, (iii) a failure on the part of the Company to grant or cause to be granted to Employee any of the Equity Awards set forth in Section 1.4.4 herein, (iv) any material failure on the part of the Company to comply with and satisfy the terms of Sections 1.4.1, 1.4.2, and 1.4.3 of this Agreement, or (v) the Company requiring the Employee to be based at any office location other than the Company’s offices in the Chattanooga, Tennessee SMSA, except for travel reasonably required in the performance of the Employee’s responsibilities; provided that the events described in (i), (ii), (iii), (iv) or (v) above shall constitute Good Reason only if the Company fails to cure such event within thirty (30) days after receipt from Employee of written notice of the event which constitutes Good Reason.

(c)If Employee’s employment is terminated by the Company without Cause (other than by reason of death or Disability) or if Employee resigns for Good Reason, Employee (or his dependents or beneficiaries, as applicable) shall be entitled to receive:

(i)the Accrued Rights; provided, that, for purposes of this subparagraph 1.5.3(c)(i), the Accrued Rights shall be deemed to include the amount set forth in subparagraph 1.5.1(c)(iii) if the Employee remained employed by the Company for the entire calendar year for which

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the bonus amounts were applicable, regardless of whether the amount was “earned” pursuant to the Annual Bonus Plan;

(ii)a lump sum, to be paid on the tenth (10^th) business day after such termination, equal to the sum of: (i) the most recent Annual Bonus, if any, awarded to Employee, or, if such termination occurs in 2006 or 2007, then the Annual Bonus Opportunity and (ii) the most recent Supplemental Bonus, if any, awarded to Employee, or, if such termination occurs in 2006 or 2007, then the Supplemental Bonus Opportunity; and

(iii)subject to Employee’s continued compliance with the provisions of Articles 2 and 3 herein, continued payment of the Base Salary, payable in regular installments in accordance with the Company’s usual payment practices, until twelve (12) months after the date of such termination; provided, that the aggregate amount described in clauses (ii) and (iii) shall be reduced by the present value of any other cash severance payable to Employee under any other plans, programs or arrangements of the Company or its affiliates other than the Severance Agreement; provided, further that the amounts described in clauses (ii) and (iii) shall be considered “similar payments” to those described in Sections 2(b)(i) and (ii) of the Severance Agreement, for the purpose of avoiding duplication thereof.

Following Employee’s termination of employment by the Company without Cause (other than by reason of Employee’s death or Disability) or by Employee’s resignation for Good Reason, except as set forth in this Section 1.5.3(c) and any stock option award agreements or otherwise required by law, Employee shall have no further rights to any compensation or any other benefits under this Agreement.

1.5.4Notice of Termination.  Any purported termination of employment by the Company or by Employee (other than due to Employee’s death) shall be communicated by written Notice of Termination to the other party hereto in accordance with Section 4.1 hereof.  For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of employment under the provision so indicated.

5.Article 4 (Miscellaneous) is amended by adding the following new sections at the end thereof to read as follows:

4.8Tax Matters; Golden Parachute.

(a)Section 4.8(b) shall apply if, and only if the Employee does not receive any payments or benefits under the Severance Agreement; provided, further, in no event shall Section 4.8(b) duplicate any payment or benefit otherwise provided under the Severance Agreement.

(b)Subject to Section 4.8(a), in the event it shall be determined that any payment or benefit to Employee by the Company, any affiliate of the Company, any person who acquires ownership or effective control of the Company or ownership of a substantial portion of the Company assets (within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations thereunder) or any affiliate of such Person (the “Change in Control Payments”), is or will be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are collectively referred to as the “Excise Tax”), then  Employee shall be entitled to receive an additional payment (a “280G Reimbursement Payment”) in an

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amount such that after payment by Employee of all taxes (including any interest or penalties imposed with respect to such taxes), including any income tax, employment tax or Excise Tax, imposed upon the 280G Reimbursement Payment, Employee retains an amount of the 280G Reimbursement Payment equal to the Excise Tax imposed upon the Change in Control Payments. The 280G Reimbursement Payment shall be paid on the thirtieth (30th) day from the date that Employee is deemed to have “excess parachute payments” as defined in Section 280G of the Code. All mathematical determinations, and all determinations as to whether any of the Change in Control Payments are “parachute payments” (within the meaning of Section 280G of the Code), that are required to be made hereunder, including determinations as to whether a 280G Reimbursement Payment is required and the amount of such 280G Reimbursement Payment shall be made by the Company’s accounting firm (the “Accounting Firm”), which shall provide its determination (the “Determination”), together with detailed supporting calculations regarding the amount of any 280G Reimbursement Payment and any other relevant matter, both to the Company and Employee by no later than ten (10) days following the date of employment termination or, if applicable, such earlier time as is requested by the Company or Employee (if Employee reasonably believes that any of the Change in Control Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by Employee, it shall furnish Employee and the Company with an opinion reasonably acceptable to Employee and the Company that no Excise Tax is payable (including the reasons therefor) and that Employee has substantial authority not to report any Excise Tax on his federal income tax return. Any determination by the Accounting Firm shall be binding upon the Company and Employee, absent manifest error. As a result of uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that 280G Reimbursement Payments not made by the Company should have been made (“Underpayment”), or that 280G Reimbursement Payments will have been made by the Company which should not have been made (“Overpayments”). In either such event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment (together with any interest and penalties payable by Employee as a result of such Underpayment) shall be promptly paid by the Company to or for the benefit of Employee. In the case of an Overpayment, Employee shall, at the direction and expense of the Company, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, the Company, and otherwise reasonably cooperate with the Company to correct such Overpayment, provided, however, that (i) Employee shall not in any event be obligated to return to the Company an amount greater than the net after-tax portion of the Overpayment that he has retained or has recovered as a refund from the applicable taxing authorities and (ii) if a 280G Reimbursement Payment is determined to be payable, this provision shall be interpreted in a manner consistent with an intent to make Employee whole, on an after-tax basis, from the application of the Excise Tax, it being understood that the correction of an Overpayment may result in Employee repaying to the Company an amount which is less than the Overpayment. The cost of the Accounting Firm in connection with any such Determination shall be paid by the Company.

4.9No Set Off, No Mitigation, No Offset. The Company’s obligation to pay Employee the amounts provided and to make the arrangements provided hereunder shall not be subject to set-off, counterclaim or recoupment of amounts owed by Employee to the Company or its affiliates other than any amounts as may be owed by Employee with respect to the Retention Bonus Amount under the Company’s Annual Bonus Plan. Employee shall not be required to mitigate the amount of any payment provided for pursuant to this Agreement nor shall the amount be reduced on account of any payments received by Employee from any other party.

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4.10Indemnification. The Company and its successors and/or assigns will indemnify, hold harmless, and defend Employee to the fullest extent permitted by applicable law with respect to any claims that may be brought against Employee arising out of or related to any action taken or not taken in Employee’s capacity as an employee, officer or director of the Company or any of its affiliates, including, without limitation, the advancement of legal fees and expenses, as such fees and expenses are incurred by Employee. In addition, Employee shall be covered, in respect of Employee’s activities as an officer or director of the Company or any of its subsidiaries, by the Company’s (or any of its subsidiaries’) Directors and Officers liability policy or other comparable policies, if any, obtained by the Company’s (or any of its subsidiaries’) successors, to the fullest extent permitted by such policies.

4.11Dispute Resolution. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in Austin, Texas under the Employment Dispute Resolution Rules of the American Arbitration Association (“AAA”) then currently in effect, as modified herein. Arbitration proceedings shall take place in Austin, Texas, before a single neutral arbitrator who shall be a lawyer. The arbitrator’s award shall be final and judgment may be entered upon such award by a court of competent jurisdiction. This arbitration procedure will be governed by the Federal Arbitration Act as will any actions to compel, enforce or vacate proceedings, awards, orders of the arbitration or settlement under this procedure. Each party shall be responsible for and directly pay its own fees and expenses of counsel and other experts retained in connection with such dispute or controversy, on a current basis as they may be incurred.

In all other respects, the provisions of the Agreement are hereby ratified and confirmed, and they shall continue in full force and effect. The Employee acknowledges and agrees that the changes provided in this Amendment, their implementation and the operation thereof shall not constitute “Good Reason” as defined in the Severance Agreement, or otherwise result in any rights to payments to Employee under such Severance Agreement.

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IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by its duly authorized officer and the Employee has hereto set his/her hand as of the date and year first above written.

COMPANY:
ENCORE MEDICAL CORPORATION
By:	/s/ Harry L. Zimmerman
Harry L. Zimmerman, Executive Vice President and
General Counsel
EMPLOYEE:
/s/ Paul D. Chapman
PAUL D. CHAPMAN

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EX-10.11

Exhibit 10.11

AMENDMENT TO EMPLOYMENT AGREEMENT

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 WILLIAM W. BURKE, an individual residing at 4200 Potomac Avenue, Dallas, TX 75205 (the “Employee”).

WHEREAS, the Employee and the Company entered into an Employment Agreement dated August 30, 2004 (the “Agreement”), which ends on December 31, 2006; and

WHEREAS, the Employee and the Company desire to amend the Agreement to: (i) extend the initial term of the Agreement, (ii) provide that the Agreement shall automatically renew for successive one-year periods after the expiration of the initial term, unless notice of non-renewal is provided, (iii) provide for an annual increase of at least five percent (5%) in the Employee’s base salary, (iv) describe certain bonus and equity awards to be provided to the Employee, (v) set forth certain benefits provided to the Employee upon termination of employment with the Company, and (vi) add certain additional provisions, all to the benefit of the Employee; and

WHEREAS, the Employee and the Company agree and acknowledge that neither this Amendment, its implementation or the operation thereof will constitute “Good Reason” within the meaning of, or otherwise result in any right to payments to Employee under that certain Change of Control Severance Agreement dated May 27, 2005 between the Employee and the Company (the “Severance Agreement”); and

WHEREAS, the Employee and the Company desire to memorialize in this Amendment their agreements regarding such changes to the Agreement; and

WHEREAS, pursuant to Section 4.7 of the Agreement, the Agreement may be amended or modified in writing by the parties; and

WHEREAS, the recitals set forth above are hereby incorporated into and made a part of this Amendment.

NOW, THEREFORE, in consideration of the premises and other mutual promises and covenants contained in this Amendment and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties, intending to be legally bound, hereby amend the Agreement as follows:

1.             Section 1.1 (Employment Term) is amended and restated in its entirety to read as follows:

1.1           Employment Term. The Company hereby employs the Employee for a primary term commencing on the date set forth above and, subject to earlier termination as provided in Section 1.5 hereof, ending December 31, 2009 (the “Initial Term”); provided that the term will be renewed for successive one-year periods (each, a “Renewal Term” and together with the Initial Term, the “Employment Term”) unless either party gives written notice to the other of its intent not to renew at least one hundred eighty (180) days prior to the expiration of the Initial Term or Renewal Term then in effect, as applicable, on the terms and subject to the conditions set forth in this Agreement. Employee agrees to accept such employment and to perform the services specified herein, all upon the terms and conditions hereinafter stated.

2.             The second sentence of Section 1.4.1 (Salary) shall be replaced with the following:

The Base Salary shall be subject to review on no less than an annual basis and, for reviews occurring on or after November 3, 2006, Employee shall be entitled to at least a five percent (5%) increase in Employee’s Base Salary on each annual review.

3.             Section 1.4 (Compensation) is amended by adding the following sections at the end thereof:

1.4.5        Bonus.  With respect to each calendar year during the Employment Term beginning in 2007, Employee shall be eligible to earn (i) an annual bonus award (an “Annual Bonus”) targeted at sixty-seven percent (67%) of Employee’s Base Salary (the “Annual Bonus Opportunity”), based only upon the achievement of objective performance targets of the Company established by the Company and contingent upon Employee’s continued employment through the specified payment date, and (ii) a supplemental bonus award (a “Supplemental Bonus”) targeted at one hundred percent (100%) of Employee’s Base Salary (the “Supplemental Bonus Opportunity”), based only upon the achievement of objective stretch incentive targets of the Company established by the Company, and contingent upon Employee’s continued employment with the Company through the specified payment date. The Annual Bonus and Supplemental Bonus shall be paid no later than two and one-half (2½) months following the end of the calendar year to which such bonuses relate.

1.4.6        Equity Awards. On the closing date of the merger of the Company with Grand Slam Acquisition Corp. pursuant to that certain Merger Agreement dated June 30, 2006 by and among the Company, Grand Slam Holdings LLC and Merger Sub, the Company shall grant Employee an amount of stock options to purchase common stock of the Company (the “Initial Stock Option Grant”) under the Encore Medical Corporation 2006 Stock Incentive Plan (the “Stock Plan”) as may be adopted on such date. The amount of such stock options shall be determined by the Chief Executive Officer of the Company in his reasonable discretion. The terms and conditions of such stock option grants shall be as set forth in the Stock Plan and such time-based and performance-based stock option award agreements as are set forth for other senior executives of the Company.

4.             Section 1.5 (Termination) is amended and restated in its entirety to read as follows:

1.5           Termination

The Employment Term and Employee’s employment hereunder may be terminated by either party at any time and for any reason; provided that each party will be required to give the other party at least thirty (30) days advance written notice of any such termination.  Notwithstanding any other provision of this Agreement, the provisions of this Section 1.5 and the stock option award agreements shall exclusively govern Employee’s rights upon termination of employment with the Company and its affiliates.

1.5.1        By the Company For Cause or By Employee Resignation Without Good Reason.

(a)           The Employment Term and Employee’s employment hereunder may be terminated by the Company for Cause (as defined in Section 1.5.1(b) below) and shall terminate automatically upon Employee’s resignation without Good Reason (as defined in Section 1.5.3(b) below).

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(b)           For purposes of this Agreement, “Cause” shall mean (i) Employee’s willful and continued failure to substantially perform Employee’s duties hereunder (other than any such failure resulting from Employee’s Disability or any such failure subsequent to Employee being delivered notice of the Company’s intent to terminate Employee’s employment without Cause or delivering to the Company a notice of Employee’s intent to terminate for Good Reason) following written notice by the Company to Employee which specifically identifies such failure and Employee not curing such failure within thirty (30) days following receipt of such notice (for the avoidance of doubt, unsatisfactory performance by the Employee of his duties shall not be deemed to be a failure to substantially perform), (ii) conviction of, or a plea of nolo contendere to, (x) a felony (other than traffic-related) under the laws of the United States or any state thereof or any similar criminal act in a jurisdiction outside the United States or (y) a crime involving moral turpitude that could be injurious to the Company or its reputation, (iii) Employee’s willful malfeasance or willful misconduct which is materially and demonstrably injurious to the Company, (iv) any act of fraud by Employee in the performance of Employee’s duties hereunder, or (v) Employee’s material breach of the provisions of Articles 2 and 3 of this Agreement. For purpose of the definition of Cause set forth above, no act or failure to act shall be considered “willful” unless done or omitted to be done by Employee in bad faith or without reasonable belief that Employee’s action was in the best interests of the Company and its affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the board of directors of the Company (the “Board”) shall be conclusively presumed to be done, or omitted to be done, by Employee in good faith and in the best interests of the Company.

(c)           If Employee’s employment is terminated by the Company for Cause, or if Employee resigns without Good Reason, Employee (or his dependents or beneficiaries, as applicable) shall be entitled to receive:

(i)            the Base Salary through the date of termination in a lump sum payment, to be paid on the tenth (10^th) business day following such termination;

(ii)           reimbursement for any unreimbursed business expenses properly incurred by Employee in accordance with Company policy prior to the date of Employee’s termination in a lump sum payment, to be paid on the tenth (10^th) business day following such termination;

(iii)          any earned but unpaid Annual Bonus and Supplemental Bonus with respect to the most recently completed calendar year prior to the date on which such termination occurs, in each case, to be paid no later than two and one-half (2½) months following the end of such calendar year;

(iv)          any accrued and unused vacation pay in a lump sum payment, to be paid on the tenth (10^th) business day following such termination; and

(v)           such employee benefits, if any, as to which Employee (or his dependents or beneficiaries, as applicable) may be entitled under the employee benefit plans of the Company or its affiliates pursuant to the terms of such plans (the amounts described in clauses (i) through (v) above being referred to as the “Accrued Rights”).

Following such termination of Employee’s employment by the Company for Cause or resignation by Employee without Good Reason, except as set forth in this Section 1.5.1(c) and any stock option award agreements or otherwise required by law,

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Employee shall have no further rights to any compensation or any other benefits under this Agreement.

1.5.2        Disability or Death.

(a)           The Employment Term and Employee’s employment hereunder shall terminate upon Employee’s death and may be terminated by the Company if Employee becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any eighteen (18) consecutive month period to perform Employee’s duties with reasonable accommodation (such incapacity is hereinafter referred to as “Disability”).

(b)           Upon termination of Employee’s employment hereunder for either Disability or death, Employee or Employee’s estate, dependents or beneficiaries, as applicable, shall be entitled to receive the Accrued Rights.

Following Employee’s termination of employment due to death or Disability, except as set forth in this Section 1.5.2(b) and any stock option award agreements or otherwise required by law, Employee shall have no further rights to any compensation or any other benefits under this Agreement.

1.5.3        By the Company Without Cause or Resignation by Employee for Good Reason.

(a)           The Employment Term and Employee’s employment hereunder may be terminated by the Company without Cause or by Employee’s resignation for Good Reason. Notwithstanding anything to the contrary herein, written notice of intent not to renew or any failure to renew the Initial Term or any Renewal Term shall not constitute either a termination by the Company without Cause or a basis for the Employee to terminate for Good Reason.

(b)           For purposes of this Agreement, “Good Reason” shall mean (i) any reduction in Employee’s Base Salary, Annual Bonus Opportunity, Supplemental Bonus Opportunity or any material employee benefits, (ii) any substantial diminution in Employee’s position or duties, adverse change in reporting lines or assignment of duties materially inconsistent with Employee’s position (other than in connection with an increase in responsibility or a promotion), including but not limited to no longer reporting to the Chief Executive Officer of the Company, its successor or its ultimate parent company in connection with a corporate transaction, (iii) a failure on the part of the Company to grant or cause to be granted to Employee any of the Equity Awards set forth in Section 1.4.6 herein, (iv) any material failure on the part of the Company to comply with and satisfy the terms of Sections 1.4.1, 1.4.2, and 1.4.5 of this Agreement, or (v) the Company requiring the Employee to be based at any office location other than the Company’s executive offices in the Austin, Texas SMSA, except for travel reasonably required in the performance of the Employee’s responsibilities; provided that the events described in (i), (ii), (iii), (iv) or (v) above shall constitute Good Reason only if the Company fails to cure such event within thirty (30) days after receipt from Employee of written notice of the event which constitutes Good Reason.

(c)           If Employee’s employment is terminated by the Company without Cause (other than by reason of death or Disability) or if Employee resigns for Good Reason, Employee (or his dependents or beneficiaries, as applicable) shall be entitled to receive:

(i)            the Accrued Rights; provided, that, for purposes of this subparagraph 1.5.3(c)(i), the Accrued Rights shall be deemed to include the amount set forth in subparagraph 1.5.1(c)(iii) if the Employee remained employed by the Company for the entire calendar year for which

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the bonus amounts were applicable, regardless of whether the amount was “earned” pursuant to the Annual Bonus Plan;

(ii)           a lump sum, to be paid on the tenth (10^th) business day after such termination, equal to the sum of: (i) the most recent Annual Bonus, if any, awarded to Employee, or, if such termination occurs in 2006 or 2007, then the Annual Bonus Opportunity and (ii) the most recent Supplemental Bonus, if any, awarded to Employee, or, if such termination occurs in 2006 or 2007, then the Supplemental Bonus Opportunity; and

(iii)          subject to Employee’s continued compliance with the provisions of Articles 2 and 3 herein, continued payment of the Base Salary, payable in regular installments in accordance with the Company’s usual payment practices, until twelve (12) months after the date of such termination; provided, that the aggregate amount described in clauses (ii) and (iii) shall be reduced by the present value of any other cash severance payable to Employee under any other plans, programs or arrangements of the Company or its affiliates other than the Severance Agreement; provided, further that the amounts described in clauses (ii) and (iii) shall be considered “similar payments” to those described in Sections 2(b)(i) and (ii) of the Severance Agreement, for the purpose of avoiding duplication thereof.

Following Employee’s termination of employment by the Company without Cause (other than by reason of Employee’s death or Disability) or by Employee’s resignation for Good Reason, except as set forth in this Section 1.5.3(c) and any stock option award agreements or otherwise required by law, Employee shall have no further rights to any compensation or any other benefits under this Agreement.

1.5.4        Notice of Termination.  Any purported termination of employment by the Company or by Employee (other than due to Employee’s death) shall be communicated by written Notice of Termination to the other party hereto in accordance with Section 4.1 hereof.  For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of employment under the provision so indicated.

5.             Article 4 (Miscellaneous) is amended by adding the following new sections at the end thereof to read as follows:

4.8           Tax Matters; Golden Parachute.

(a)           Section 4.8(b) shall apply if, and only if the Employee does not receive any payments or benefits under the Severance Agreement; provided, further, in no event shall Section 4.8(b) duplicate any payment or benefit otherwise provided under the Severance Agreement.

(b)           Subject to Section 4.8(a), in the event it shall be determined that any payment or benefit to Employee by the Company, any affiliate of the Company, any person who acquires ownership or effective control of the Company or ownership of a substantial portion of the Company assets (within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations thereunder) or any affiliate of such Person (the “Change in Control Payments”), is or will be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are collectively referred to as the “Excise Tax”), then Employee shall be entitled to receive an additional payment (a “280G Reimbursement Payment”) in an

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amount such that after payment by Employee of all taxes (including any interest or penalties imposed with respect to such taxes), including any income tax, employment tax or Excise Tax, imposed upon the 280G Reimbursement Payment, Employee retains an amount of the 280G Reimbursement Payment equal to the Excise Tax imposed upon the Change in Control Payments. The 280G Reimbursement Payment shall be paid on the thirtieth (30th) day from the date that Employee is deemed to have “excess parachute payments” as defined in Section 280G of the Code. All mathematical determinations, and all determinations as to whether any of the Change in Control Payments are “parachute payments” (within the meaning of Section 280G of the Code), that are required to be made hereunder, including determinations as to whether a 280G Reimbursement Payment is required and the amount of such 280G Reimbursement Payment shall be made by the Company’s accounting firm (the “Accounting Firm”), which shall provide its determination (the “Determination”), together with detailed supporting calculations regarding the amount of any 280G Reimbursement Payment and any other relevant matter, both to the Company and Employee by no later than ten (10) days following the date of employment termination or, if applicable, such earlier time as is requested by the Company or Employee (if Employee reasonably believes that any of the Change in Control Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by Employee, it shall furnish Employee and the Company with an opinion reasonably acceptable to Employee and the Company that no Excise Tax is payable (including the reasons therefor) and that Employee has substantial authority not to report any Excise Tax on his federal income tax return. Any determination by the Accounting Firm shall be binding upon the Company and Employee, absent manifest error. As a result of uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that 280G Reimbursement Payments not made by the Company should have been made (“Underpayment”), or that 280G Reimbursement Payments will have been made by the Company which should not have been made (“Overpayments”). In either such event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment (together with any interest and penalties payable by Employee as a result of such Underpayment) shall be promptly paid by the Company to or for the benefit of Employee. In the case of an Overpayment, Employee shall, at the direction and expense of the Company, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, the Company, and otherwise reasonably cooperate with the Company to correct such Overpayment, provided, however, that (i) Employee shall not in any event be obligated to return to the Company an amount greater than the net after-tax portion of the Overpayment that he has retained or has recovered as a refund from the applicable taxing authorities and (ii) if a 280G Reimbursement Payment is determined to be payable, this provision shall be interpreted in a manner consistent with an intent to make Employee whole, on an after-tax basis, from the application of the Excise Tax, it being understood that the correction of an Overpayment may result in Employee repaying to the Company an amount which is less than the Overpayment. The cost of the Accounting Firm in connection with any such Determination shall be paid by the Company.

4.9           No Set Off, No Mitigation, No Offset. The Company’s obligation to pay Employee the amounts provided and to make the arrangements provided hereunder shall not be subject to set-off, counterclaim or recoupment of amounts owed by Employee to the Company or its affiliates other than any amounts as may be owed by Employee with respect to the Retention Bonus Amount under the Company’s Annual Bonus Plan. Employee shall not be required to mitigate the amount of any payment provided for pursuant to this Agreement nor shall the amount be reduced on account of any payments received by Employee from any other party.

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4.10         Indemnification. The Company and its successors and/or assigns will indemnify, hold harmless, and defend Employee to the fullest extent permitted by applicable law with respect to any claims that may be brought against Employee arising out of or related to any action taken or not taken in Employee’s capacity as an employee, officer or director of the Company or any of its affiliates, including, without limitation, the advancement of legal fees and expenses, as such fees and expenses are incurred by Employee. In addition, Employee shall be covered, in respect of Employee’s activities as an officer or director of the Company or any of its subsidiaries, by the Company’s (or any of its subsidiaries’) Directors and Officers liability policy or other comparable policies, if any, obtained by the Company’s (or any of its subsidiaries’) successors, to the fullest extent permitted by such policies.

4.11         Dispute Resolution. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in Austin, Texas under the Employment Dispute Resolution Rules of the American Arbitration Association (“AAA”) then currently in effect, as modified herein. Arbitration proceedings shall take place in Austin, Texas, before a single neutral arbitrator who shall be a lawyer. The arbitrator’s award shall be final and judgment may be entered upon such award by a court of competent jurisdiction. This arbitration procedure will be governed by the Federal Arbitration Act as will any actions to compel, enforce or vacate proceedings, awards, orders of the arbitration or settlement under this procedure. Each party shall be responsible for and directly pay its own fees and expenses of counsel and other experts retained in connection with such dispute or controversy, on a current basis as they may be incurred.

In all other respects, the provisions of the Agreement are hereby ratified and confirmed, and they shall continue in full force and effect. The Employee acknowledges and agrees that the changes provided in this Amendment, their implementation and the operation thereof shall not constitute “Good Reason” as defined in the Severance Agreement, or otherwise result in any rights to payments to Employee under such Severance Agreement.

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IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by its duly authorized officer and the Employee has hereto set his/her hand as of the date and year first above written.

COMPANY:
ENCORE MEDICAL CORPORATION
By:	/s/ Harry L. Zimmerman
	Harry L. Zimmerman, Executive Vice President and General Counsel
EMPLOYEE:
/s/ William W. Burke
WILLIAM W. BURKE

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EX-10.14

Exhibit 10.14

AMENDMENT TO EMPLOYMENT AGREEMENT

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 HARRY L. ZIMMERMAN, an individual residing at 2628 Barton Hills Drive, Austin, Texas 78704 (the “Employee”).

WHEREAS, the Employee and the Company entered into an Employment Agreement dated June 12, 2001 (the “Agreement”), which was to end on December 31, 2003, and on November 15, 2003 executed an Amendment to extend the term of the Agreement to December 31, 2006 (together, the “initial term”); and

WHEREAS, the Employee and the Company desire to amend the Agreement to: (i) extend the initial term of the Agreement, (ii) provide that the Agreement shall automatically renew for successive one-year periods after the expiration of the initial term, unless notice of non-renewal is provided, (iii) provide for an annual increase of at least five percent (5%) in the Employee’s base salary, (iv) describe certain bonus and equity awards to be provided to the Employee, (v) set forth certain benefits provided to the Employee upon termination of employment with the Company, and (vi) add certain additional provisions, all to the benefit of the Employee; and

WHEREAS, the Employee and the Company agree and acknowledge that neither this Amendment, its implementation or the operation thereof will constitute “Good Reason” within the meaning of, or otherwise result in any right to payments to Employee under that certain Change of Control Severance Agreement dated May 27, 2005 between the Employee and the Company (the “Severance Agreement”); and

WHEREAS, the Employee and the Company desire to memorialize in this Amendment their agreements regarding such changes to the Agreement; and

WHEREAS, pursuant to Section 4.7 of the Agreement, the Agreement may be amended or modified in writing by the parties; and

WHEREAS, the recitals set forth above are hereby incorporated into and made a part of this Amendment.

NOW, THEREFORE, in consideration of the premises and other mutual promises and covenants contained in this Amendment and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties, intending to be legally bound, hereby amend the Agreement as follows:

1.             Section 1.1 (Employment Term) is amended and restated in its entirety to read as follows:

1.1           Employment Term. The Company hereby employs the Employee for a primary term commencing on the date set forth above and, subject to earlier termination as provided in Section 1.5 hereof, ending December 31, 2009 (the “Initial Term”); provided that the term will be renewed for successive one-year periods (each, a “Renewal Term” and together with the Initial Term, the “Employment Term”) unless either party gives written notice to the other of its intent not to renew at least one hundred eighty (180) days prior to the expiration of the Initial Term or Renewal Term then in effect, as applicable, on the terms and subject to the conditions set forth in this Agreement. Employee agrees to accept such employment and to perform the services specified herein, all upon the terms and conditions hereinafter stated.

2.             The second sentence of Section 1.4.1 (Salary) shall be replaced with the following:

The Base Salary shall be subject to review on no less than an annual basis and, for reviews occurring on or after November 3, 2006, Employee shall be entitled to at least a five percent (5%) increase in Employee’s Base Salary on each annual review.

3.             Section 1.4 (Compensation) is amended by adding the following sections at the end thereof:

1.4.3        Bonus.  With respect to each calendar year during the Employment Term beginning in 2007, Employee shall be eligible to earn (i) an annual bonus award (an “Annual Bonus”) targeted at sixty-seven percent (67%) of Employee’s Base Salary (the “Annual Bonus Opportunity”), based only upon the achievement of objective performance targets of the Company established by the Company and contingent upon Employee’s continued employment through the specified payment date, and (ii) a supplemental bonus award (a “Supplemental Bonus”) targeted at one hundred percent (100%) of Employee’s Base Salary (the “Supplemental Bonus Opportunity”), based only upon the achievement of objective stretch incentive targets of the Company established by the Company, and contingent upon Employee’s continued employment with the Company through the specified payment date. The Annual Bonus and Supplemental Bonus shall be paid no later than two and one-half (2½) months following the end of the calendar year to which such bonuses relate.

1.4.4        Equity Awards. On the closing date of the merger of the Company with Grand Slam Acquisition Corp. pursuant to that certain Merger Agreement dated June 30, 2006 by and among the Company, Grand Slam Holdings LLC and Merger Sub, the Company shall grant Employee an amount of stock options to purchase common stock of the Company (the “Initial Stock Option Grant”) under the Encore Medical Corporation 2006 Stock Incentive Plan (the “Stock Plan”) as may be adopted on such date. The amount of such stock options shall be determined by the Chief Executive Officer of the Company in his reasonable discretion. The terms and conditions of such stock option grants shall be as set forth in the Stock Plan and such time-based and performance-based stock option award agreements as are set forth for other senior executives of the Company.

4.             Section 1.5 (Termination) is amended and restated in its entirety to read as follows:

1.5           Termination

The Employment Term and Employee’s employment hereunder may be terminated by either party at any time and for any reason; provided that each party will be required to give the other party at least thirty (30) days advance written notice of any such termination.  Notwithstanding any other provision of this Agreement, the provisions of this Section 1.5 and the stock option award agreements shall exclusively govern Employee’s rights upon termination of employment with the Company and its affiliates.

1.5.1        By the Company For Cause or By Employee Resignation Without Good Reason.

(a)           The Employment Term and Employee’s employment hereunder may be terminated by the Company for Cause (as defined in Section 1.5.1(b) below) and shall terminate automatically upon Employee’s resignation without Good Reason (as defined in Section 1.5.3(b) below).

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(b)           For purposes of this Agreement, “Cause” shall mean (i) Employee’s willful and continued failure to substantially perform Employee’s duties hereunder (other than any such failure resulting from Employee’s Disability or any such failure subsequent to Employee being delivered notice of the Company’s intent to terminate Employee’s employment without Cause or delivering to the Company a notice of Employee’s intent to terminate for Good Reason) following written notice by the Company to Employee which specifically identifies such failure and Employee not curing such failure within thirty (30) days following receipt of such notice (for the avoidance of doubt, unsatisfactory performance by the Employee of his duties shall not be deemed to be a failure to substantially perform), (ii) conviction of, or a plea of nolo contendere to, (x) a felony (other than traffic-related) under the laws of the United States or any state thereof or any similar criminal act in a jurisdiction outside the United States or (y) a crime involving moral turpitude that could be injurious to the Company or its reputation, (iii) Employee’s willful malfeasance or willful misconduct which is materially and demonstrably injurious to the Company, (iv) any act of fraud by Employee in the performance of Employee’s duties hereunder, or (v) Employee’s material breach of the provisions of Articles 2 and 3 of this Agreement. For purpose of the definition of Cause set forth above, no act or failure to act shall be considered “willful” unless done or omitted to be done by Employee in bad faith or without reasonable belief that Employee’s action was in the best interests of the Company and its affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the board of directors of the Company (the “Board”) shall be conclusively presumed to be done, or omitted to be done, by Employee in good faith and in the best interests of the Company.

(c)           If Employee’s employment is terminated by the Company for Cause, or if Employee resigns without Good Reason, Employee (or his dependents or beneficiaries, as applicable) shall be entitled to receive:

(i)            the Base Salary through the date of termination in a lump sum payment, to be paid on the tenth (10^th) business day following such termination;

(ii)           reimbursement for any unreimbursed business expenses properly incurred by Employee in accordance with Company policy prior to the date of Employee’s termination in a lump sum payment, to be paid on the tenth (10^th) business day following such termination;

(iii)          any earned but unpaid Annual Bonus and Supplemental Bonus with respect to the most recently completed calendar year prior to the date on which such termination occurs, in each case, to be paid no later than two and one-half (2½) months following the end of such calendar year;

(iv)          any accrued and unused vacation pay in a lump sum payment, to be paid on the tenth (10^th) business day following such termination; and

(v)           such employee benefits, if any, as to which Employee (or his dependents or beneficiaries, as applicable) may be entitled under the employee benefit plans of the Company or its affiliates pursuant to the terms of such plans (the amounts described in clauses (i) through (v) above being referred to as the “Accrued Rights”).

Following such termination of Employee’s employment by the Company for Cause or resignation by Employee without Good Reason, except as set forth in this Section 1.5.1(c) and any stock option award agreements or otherwise required by law,

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Employee shall have no further rights to any compensation or any other benefits under this Agreement.

1.5.2        Disability or Death.

(a)           The Employment Term and Employee’s employment hereunder shall terminate upon Employee’s death and may be terminated by the Company if Employee becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any eighteen (18) consecutive month period to perform Employee’s duties with reasonable accommodation (such incapacity is hereinafter referred to as “Disability”).

(b)           Upon termination of Employee’s employment hereunder for either Disability or death, Employee or Employee’s estate, dependents or beneficiaries, as applicable, shall be entitled to receive the Accrued Rights.

Following Employee’s termination of employment due to death or Disability, except as set forth in this Section 1.5.2(b) and any stock option award agreements or otherwise required by law, Employee shall have no further rights to any compensation or any other benefits under this Agreement.

1.5.3        By the Company Without Cause or Resignation by Employee for Good Reason.

(a)           The Employment Term and Employee’s employment hereunder may be terminated by the Company without Cause or by Employee’s resignation for Good Reason. Notwithstanding anything to the contrary herein, written notice of intent not to renew or any failure to renew the Initial Term or any Renewal Term shall not constitute either a termination by the Company without Cause or a basis for the Employee to terminate for Good Reason.

(b)           For purposes of this Agreement, “Good Reason” shall mean (i) any reduction in Employee’s Base Salary, Annual Bonus Opportunity, Supplemental Bonus Opportunity or any material employee benefits, (ii) any substantial diminution in Employee’s position or duties, adverse change in reporting lines or assignment of duties materially inconsistent with Employee’s position (other than in connection with an increase in responsibility or a promotion), including but not limited to no longer reporting to the Chief Executive Officer of the Company, its successor or its ultimate parent company in connection with a corporate transaction, (iii) a failure on the part of the Company to grant or cause to be granted to Employee any of the Equity Awards set forth in Section 1.4.4 herein, (iv) any material failure on the part of the Company to comply with and satisfy the terms of Sections 1.4.1, 1.4.2, and 1.4.3 of this Agreement, or (v) the Company requiring the Employee to be based at any office location other than the Company’s executive offices in the Austin, Texas SMSA, except for travel reasonably required in the performance of the Employee’s responsibilities; provided that the events described in (i), (ii), (iii), (iv) or (v) above shall constitute Good Reason only if the Company fails to cure such event within thirty (30) days after receipt from Employee of written notice of the event which constitutes Good Reason.

(c)           If Employee’s employment is terminated by the Company without Cause (other than by reason of death or Disability) or if Employee resigns for Good Reason, Employee (or his dependents or beneficiaries, as applicable) shall be entitled to receive:

(i)            the Accrued Rights; provided, that, for purposes of this subparagraph 1.5.3(c)(i), the Accrued Rights shall be deemed to include the amount set forth in subparagraph 1.5.1(c)(iii) if the Employee remained employed by the Company for the entire calendar year for which

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the bonus amounts were applicable, regardless of whether the amount was “earned” pursuant to the Annual Bonus Plan;

(ii)           a lump sum, to be paid on the tenth (10^th) business day after such termination, equal to the sum of: (i) the most recent Annual Bonus, if any, awarded to Employee, or, if such termination occurs in 2006 or 2007, then the Annual Bonus Opportunity and (ii) the most recent Supplemental Bonus, if any, awarded to Employee, or, if such termination occurs in 2006 or 2007, then the Supplemental Bonus Opportunity; and

(iii)          subject to Employee’s continued compliance with the provisions of Articles 2 and 3 herein, continued payment of the Base Salary, payable in regular installments in accordance with the Company’s usual payment practices, until twelve (12) months after the date of such termination; provided, that the aggregate amount described in clauses (ii) and (iii) shall be reduced by the present value of any other cash severance payable to Employee under any other plans, programs or arrangements of the Company or its affiliates other than the Severance Agreement; provided, further that the amounts described in clauses (ii) and (iii) shall be considered “similar payments” to those described in Sections 2(b)(i) and (ii) of the Severance Agreement, for the purpose of avoiding duplication thereof.

Following Employee’s termination of employment by the Company without Cause (other than by reason of Employee’s death or Disability) or by Employee’s resignation for Good Reason, except as set forth in this Section 1.5.3(c) and any stock option award agreements or otherwise required by law, Employee shall have no further rights to any compensation or any other benefits under this Agreement.

1.5.4        Notice of Termination.  Any purported termination of employment by the Company or by Employee (other than due to Employee’s death) shall be communicated by written Notice of Termination to the other party hereto in accordance with Section 4.1 hereof.  For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of employment under the provision so indicated.

5.             Article 4 (Miscellaneous) is amended by adding the following new sections at the end thereof to read as follows:

4.8           Tax Matters; Golden Parachute.

(a) Section 4.8(b) shall apply if, and only if the Employee does not receive any payments or benefits under the Severance Agreement; provided, further, in no event shall Section 4.8(b) duplicate any payment or benefit otherwise provided under the Severance Agreement.

(b) Subject to Section 4.8(a), in the event it shall be determined that any payment or benefit to Employee by the Company, any affiliate of the Company, any person who acquires ownership or effective control of the Company or ownership of a substantial portion of the Company assets (within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations thereunder) or any affiliate of such Person (the “Change in Control Payments”), is or will be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are collectively referred to as the “Excise Tax”), then  Employee shall be entitled to receive an additional payment (a “280G Reimbursement Payment”) in an amount such that after

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payment by Employee of all taxes (including any interest or penalties imposed with respect to such taxes), including any income tax, employment tax or Excise Tax, imposed upon the 280G Reimbursement Payment, Employee retains an amount of the 280G Reimbursement Payment equal to the Excise Tax imposed upon the Change in Control Payments. The 280G Reimbursement Payment shall be paid on the thirtieth (30th) day from the date that Employee is deemed to have “excess parachute payments” as defined in Section 280G of the Code. All mathematical determinations, and all determinations as to whether any of the Change in Control Payments are “parachute payments” (within the meaning of Section 280G of the Code), that are required to be made hereunder, including determinations as to whether a 280G Reimbursement Payment is required and the amount of such 280G Reimbursement Payment shall be made by the Company’s accounting firm (the “Accounting Firm”), which shall provide its determination (the “Determination”), together with detailed supporting calculations regarding the amount of any 280G Reimbursement Payment and any other relevant matter, both to the Company and Employee by no later than ten (10) days following the date of employment termination or, if applicable, such earlier time as is requested by the Company or Employee (if Employee reasonably believes that any of the Change in Control Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by Employee, it shall furnish Employee and the Company with an opinion reasonably acceptable to Employee and the Company that no Excise Tax is payable (including the reasons therefor) and that Employee has substantial authority not to report any Excise Tax on his federal income tax return. Any determination by the Accounting Firm shall be binding upon the Company and Employee, absent manifest error. As a result of uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that 280G Reimbursement Payments not made by the Company should have been made (“Underpayment”), or that 280G Reimbursement Payments will have been made by the Company which should not have been made (“Overpayments”). In either such event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment (together with any interest and penalties payable by Employee as a result of such Underpayment) shall be promptly paid by the Company to or for the benefit of Employee. In the case of an Overpayment, Employee shall, at the direction and expense of the Company, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, the Company, and otherwise reasonably cooperate with the Company to correct such Overpayment, provided, however, that (i) Employee shall not in any event be obligated to return to the Company an amount greater than the net after-tax portion of the Overpayment that he has retained or has recovered as a refund from the applicable taxing authorities and (ii) if a 280G Reimbursement Payment is determined to be payable, this provision shall be interpreted in a manner consistent with an intent to make Employee whole, on an after-tax basis, from the application of the Excise Tax, it being understood that the correction of an Overpayment may result in Employee repaying to the Company an amount which is less than the Overpayment. The cost of the Accounting Firm in connection with any such Determination shall be paid by the Company.

4.9           No Set Off, No Mitigation, No Offset. The Company’s obligation to pay Employee the amounts provided and to make the arrangements provided hereunder shall not be subject to set-off, counterclaim or recoupment of amounts owed by Employee to the Company or its affiliates other than any amounts as may be owed by Employee with respect to the Retention Bonus Amount under the Company’s Annual Bonus Plan. Employee shall not be required to mitigate the amount of any payment provided for pursuant to this Agreement nor shall the amount be reduced on account of any payments received by Employee from any other party.

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4.10         Indemnification. The Company and its successors and/or assigns will indemnify, hold harmless, and defend Employee to the fullest extent permitted by applicable law with respect to any claims that may be brought against Employee arising out of or related to any action taken or not taken in Employee’s capacity as an employee, officer or director of the Company or any of its affiliates, including, without limitation, the advancement of legal fees and expenses, as such fees and expenses are incurred by Employee. In addition, Employee shall be covered, in respect of Employee’s activities as an officer or director of the Company or any of its subsidiaries, by the Company’s (or any of its subsidiaries’) Directors and Officers liability policy or other comparable policies, if any, obtained by the Company’s (or any of its subsidiaries’) successors, to the fullest extent permitted by such policies.

4.11         Dispute Resolution. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in Austin, Texas under the Employment Dispute Resolution Rules of the American Arbitration Association (“AAA”) then currently in effect, as modified herein. Arbitration proceedings shall take place in Austin, Texas, before a single neutral arbitrator who shall be a lawyer. The arbitrator’s award shall be final and judgment may be entered upon such award by a court of competent jurisdiction. This arbitration procedure will be governed by the Federal Arbitration Act as will any actions to compel, enforce or vacate proceedings, awards, orders of the arbitration or settlement under this procedure. Each party shall be responsible for and directly pay its own fees and expenses of counsel and other experts retained in connection with such dispute or controversy, on a current basis as they may be incurred.

In all other respects, the provisions of the Agreement are hereby ratified and confirmed, and they shall continue in full force and effect. The Employee acknowledges and agrees that the changes provided in this Amendment, their implementation and the operation thereof shall not constitute “Good Reason” as defined in the Severance Agreement, or otherwise result in any rights to payments to Employee under such Severance Agreement.

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IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by its duly authorized officer and the Employee has hereto set his/her hand as of the date and year first above written.

COMPANY:
ENCORE MEDICAL CORPORATION
By:	/s/ Kenneth W. Davidson
	Kenneth W. Davidson, Chief Executive Officer
EMPLOYEE:
/s/ Harry L. Zimmerman
HARRY L. ZIMMERMAN

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EX-10.17

Exhibit 10.17

AMENDMENT TO EMPLOYMENT AGREEMENT

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”).

WHEREAS, the Employee and the Company entered into an Employment Agreement dated June 12, 2001 (the “Agreement”), which ended on December 31, 2003; and

WHEREAS, the Employee and the Company desire to amend the Agreement to: (i) reinstate the terms of the Agreement as of the date of this Amendment, (ii) provide that the Agreement shall automatically renew for successive one-year periods after the expiration of the initial term, unless notice of non-renewal is provided, (iii) provide for an annual increase of at least five percent (5%) in the Employee’s base salary, (iv) describe certain bonus and equity awards to be provided to the Employee, (v) set forth certain benefits provided to the Employee upon termination of employment with the Company, and (vi) add certain additional provisions, all to the benefit of the Employee; and

WHEREAS, the Employee and the Company agree and acknowledge that neither this Amendment, its implementation or the operation thereof will constitute “Good Reason” within the meaning of, or otherwise result in any right to payments to Employee under that certain Change of Control Severance Agreement dated May 27, 2005 between the Employee and the Company (the “Severance Agreement”); and

WHEREAS, the Employee and the Company desire to memorialize in this Amendment their agreements regarding such changes to the Agreement; and

WHEREAS, pursuant to Section 4.7 of the Agreement, the Agreement may be amended or modified in writing by the parties; and

WHEREAS, the recitals set forth above are hereby incorporated into and made a part of this Amendment.

NOW, THEREFORE, in consideration of the premises and other mutual promises and covenants contained in this Amendment and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties, intending to be legally bound, hereby amend the Agreement as follows:

1.             Section 1.1 (Employment Term) is amended and restated in its entirety to read as follows:

1.1           Employment Term. The Company hereby employs the Employee for a primary term commencing on the date set forth above and, subject to earlier termination as provided in Section 1.5 hereof, ending December 31, 2009 (the “Initial Term”); provided that the term will be renewed for successive one-year periods (each, a “Renewal Term” and together with the Initial Term, the “Employment Term”) unless either party gives written notice to the other of its intent not to renew at least one hundred eighty (180) days prior to the expiration of the Initial Term or Renewal Term then in effect, as applicable, on the terms and subject to the conditions set forth in this Agreement. Employee agrees to accept such employment and to perform the services specified herein, all upon the terms and conditions hereinafter stated.

2.             The second sentence of Section 1.4.1 (Salary) shall be replaced with the following:

The Base Salary shall be subject to review on no less than an annual basis and, for reviews occurring on or after November 3, 2006, Employee shall be entitled to at least a five percent (5%) increase in Employee’s Base Salary on each annual review.

3.             Section 1.4 (Compensation) is amended by adding the following sections at the end thereof:

1.4.3        Bonus.  With respect to each calendar year during the Employment Term beginning in 2007, Employee shall be eligible to earn (i) an annual bonus award (an “Annual Bonus”) targeted at sixty-seven percent (67%) of Employee’s Base Salary (the “Annual Bonus Opportunity”), based only upon the achievement of objective performance targets of the Company established by the Company and contingent upon Employee’s continued employment through the specified payment date, and (ii) a supplemental bonus award (a “Supplemental Bonus”) targeted at one hundred percent (100%) of Employee’s Base Salary (the “Supplemental Bonus Opportunity”), based only upon the achievement of objective stretch incentive targets of the Company established by the Company, and contingent upon Employee’s continued employment with the Company through the specified payment date. The Annual Bonus and Supplemental Bonus shall be paid no later than two and one-half (2½) months following the end of the calendar year to which such bonuses relate.

1.4.4        Equity Awards. On the closing date of the merger of the Company with Grand Slam Acquisition Corp. pursuant to that certain Merger Agreement dated June 30, 2006 by and among the Company, Grand Slam Holdings LLC and Merger Sub, the Company shall grant Employee an amount of stock options to purchase common stock of the Company (the “Initial Stock Option Grant”) under the Encore Medical Corporation 2006 Stock Incentive Plan (the “Stock Plan”) as may be adopted on such date. The amount of such stock options shall be determined by the Chief Executive Officer of the Company in his reasonable discretion. The terms and conditions of such stock option grants shall be as set forth in the Stock Plan and such time-based and performance-based stock option award agreements as are set forth for other senior executives of the Company.

4.             Section 1.5 (Termination) is amended and restated in its entirety to read as follows:

1.5           Termination

The Employment Term and Employee’s employment hereunder may be terminated by either party at any time and for any reason; provided that each party will be required to give the other party at least thirty (30) days advance written notice of any such termination.  Notwithstanding any other provision of this Agreement, the provisions of this Section 1.5 and the stock option award agreements shall exclusively govern Employee’s rights upon termination of employment with the Company and its affiliates.

1.5.1        By the Company For Cause or By Employee Resignation Without Good Reason.

(a)           The Employment Term and Employee’s employment hereunder may be terminated by the Company for Cause (as defined in Section 1.5.1(b) below) and shall terminate automatically upon Employee’s resignation without Good Reason (as defined in Section 1.5.3(b) below).

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(b)           For purposes of this Agreement, “Cause” shall mean (i) Employee’s willful and continued failure to substantially perform Employee’s duties hereunder (other than any such failure resulting from Employee’s Disability or any such failure subsequent to Employee being delivered notice of the Company’s intent to terminate Employee’s employment without Cause or delivering to the Company a notice of Employee’s intent to terminate for Good Reason) following written notice by the Company to Employee which specifically identifies such failure and Employee not curing such failure within thirty (30) days following receipt of such notice (for the avoidance of doubt, unsatisfactory performance by the Employee of his duties shall not be deemed to be a failure to substantially perform), (ii) conviction of, or a plea of nolo contendere to, (x) a felony (other than traffic-related) under the laws of the United States or any state thereof or any similar criminal act in a jurisdiction outside the United States or (y) a crime involving moral turpitude that could be injurious to the Company or its reputation, (iii) Employee’s willful malfeasance or willful misconduct which is materially and demonstrably injurious to the Company, (iv) any act of fraud by Employee in the performance of Employee’s duties hereunder, or (v) Employee’s material breach of the provisions of Articles 2 and 3 of this Agreement. For purpose of the definition of Cause set forth above, no act or failure to act shall be considered “willful” unless done or omitted to be done by Employee in bad faith or without reasonable belief that Employee’s action was in the best interests of the Company and its affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the board of directors of the Company (the “Board”) shall be conclusively presumed to be done, or omitted to be done, by Employee in good faith and in the best interests of the Company.

(c)           If Employee’s employment is terminated by the Company for Cause, or if Employee resigns without Good Reason, Employee (or his dependents or beneficiaries, as applicable) shall be entitled to receive:

(i)            the Base Salary through the date of termination in a lump sum payment, to be paid on the tenth (10^th) business day following such termination;

(ii)           reimbursement for any unreimbursed business expenses properly incurred by Employee in accordance with Company policy prior to the date of Employee’s termination in a lump sum payment, to be paid on the tenth (10^th) business day following such termination;

(iii)          any earned but unpaid Annual Bonus and Supplemental Bonus with respect to the most recently completed calendar year prior to the date on which such termination occurs, in each case, to be paid no later than two and one-half (2½) months following the end of such calendar year;

(iv)          any accrued and unused vacation pay in a lump sum payment, to be paid on the tenth (10^th) business day following such termination; and

(v)           such employee benefits, if any, as to which Employee (or his dependents or beneficiaries, as applicable) may be entitled under the employee benefit plans of the Company or its affiliates pursuant to the terms of such plans (the amounts described in clauses (i) through (v) above being referred to as the “Accrued Rights”).

Following such termination of Employee’s employment by the Company for Cause or resignation by Employee without Good Reason, except as set forth in this Section 1.5.1(c) and any stock option award agreements or otherwise required by law,

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Employee shall have no further rights to any compensation or any other benefits under this Agreement.

1.5.2        Disability or Death.

(a)           The Employment Term and Employee’s employment hereunder shall terminate upon Employee’s death and may be terminated by the Company if Employee becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any eighteen (18) consecutive month period to perform Employee’s duties with reasonable accommodation (such incapacity is hereinafter referred to as “Disability”).

(b)           Upon termination of Employee’s employment hereunder for either Disability or death, Employee or Employee’s estate, dependents or beneficiaries, as applicable, shall be entitled to receive the Accrued Rights.

Following Employee’s termination of employment due to death or Disability, except as set forth in this Section 1.5.2(b) and any stock option award agreements or otherwise required by law, Employee shall have no further rights to any compensation or any other benefits under this Agreement.

1.5.3        By the Company Without Cause or Resignation by Employee for Good Reason.

(a)           The Employment Term and Employee’s employment hereunder may be terminated by the Company without Cause or by Employee’s resignation for Good Reason. Notwithstanding anything to the contrary herein, written notice of intent not to renew or any failure to renew the Initial Term or any Renewal Term shall not constitute either a termination by the Company without Cause or a basis for the Employee to terminate for Good Reason.

(b)           For purposes of this Agreement, “Good Reason” shall mean (i) any reduction in Employee’s Base Salary, Annual Bonus Opportunity, Supplemental Bonus Opportunity or any material employee benefits, (ii) any substantial diminution in Employee’s position or duties, adverse change in reporting lines or assignment of duties materially inconsistent with Employee’s position (other than in connection with an increase in responsibility or a promotion), including but not limited to no longer reporting to the Chief Executive Officer of the Company, its successor or its ultimate parent company in connection with a corporate transaction, (iii) a failure on the part of the Company to grant or cause to be granted to Employee any of the Equity Awards set forth in Section 1.4.4 herein, (iv) any material failure on the part of the Company to comply with and satisfy the terms of Sections 1.4.1, 1.4.2, and 1.4.3 of this Agreement, or (v) the Company requiring the Employee to move from his current residence in Tampa, Florida; provided that the events described in (i), (ii), (iii), (iv) or (v) above shall constitute Good Reason only if the Company fails to cure such event within thirty (30) days after receipt from Employee of written notice of the event which constitutes Good Reason.

(c)           If Employee’s employment is terminated by the Company without Cause (other than by reason of death or Disability) or if Employee resigns for Good Reason, Employee (or his dependents or beneficiaries, as applicable) shall be entitled to receive:

(i)            the Accrued Rights; provided, that, for purposes of this subparagraph 1.5.3(c)(i), the Accrued Rights shall be deemed to include the amount set forth in subparagraph 1.5.1(c)(iii) if the Employee remained employed by the Company for the entire calendar year for which the bonus amounts were applicable, regardless of whether the amount was “earned” pursuant to the Annual Bonus Plan;

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(ii)           a lump sum, to be paid on the tenth (10^th) business day after such termination, equal to the sum of: (i) the most recent Annual Bonus, if any, awarded to Employee, or, if such termination occurs in 2006 or 2007, then the Annual Bonus Opportunity and (ii) the most recent Supplemental Bonus, if any, awarded to Employee, or, if such termination occurs in 2006 or 2007, then the Supplemental Bonus Opportunity; and

(iii)          subject to Employee’s continued compliance with the provisions of Articles 2 and 3 herein, continued payment of the Base Salary, payable in regular installments in accordance with the Company’s usual payment practices, until twelve (12) months after the date of such termination; provided, that the aggregate amount described in clauses (ii) and (iii) shall be reduced by the present value of any other cash severance payable to Employee under any other plans, programs or arrangements of the Company or its affiliates other than the Severance Agreement; provided, further that the amounts described in clauses (ii) and (iii) shall be considered “similar payments” to those described in Sections 2(b)(i) and (ii) of the Severance Agreement, for the purpose of avoiding duplication thereof.

Following Employee’s termination of employment by the Company without Cause (other than by reason of Employee’s death or Disability) or by Employee’s resignation for Good Reason, except as set forth in this Section 1.5.3(c) and any stock option award agreements or otherwise required by law, Employee shall have no further rights to any compensation or any other benefits under this Agreement.

1.5.4        Notice of Termination.  Any purported termination of employment by the Company or by Employee (other than due to Employee’s death) shall be communicated by written Notice of Termination to the other party hereto in accordance with Section 4.1 hereof.  For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of employment under the provision so indicated.

5.             Article 4 (Miscellaneous) is amended by adding the following new sections at the end thereof to read as follows:

4.8           Tax Matters; Golden Parachute.

(a) Section 4.8(b) shall apply if, and only if the Employee does not receive any payments or benefits under the Severance Agreement; provided, further, in no event shall Section 4.8(b) duplicate any payment or benefit otherwise provided under the Severance Agreement.

(b) Subject to Section 4.8(a), in the event it shall be determined that any payment or benefit to Employee by the Company, any affiliate of the Company, any person who acquires ownership or effective control of the Company or ownership of a substantial portion of the Company assets (within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations thereunder) or any affiliate of such Person (the “Change in Control Payments”), is or will be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are collectively referred to as the “Excise Tax”), then  Employee shall be entitled to receive an additional payment (a “280G Reimbursement Payment”) in an amount such that after payment by Employee of all taxes (including any interest or penalties imposed with respect to such taxes), including any income tax, employment tax or Excise Tax, imposed upon the 280G Reimbursement Payment, Employee retains an amount of the 280G

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Reimbursement Payment equal to the Excise Tax imposed upon the Change in Control Payments. The 280G Reimbursement Payment shall be paid on the thirtieth (30th) day from the date that Employee is deemed to have “excess parachute payments” as defined in Section 280G of the Code. All mathematical determinations, and all determinations as to whether any of the Change in Control Payments are “parachute payments” (within the meaning of Section 280G of the Code), that are required to be made hereunder, including determinations as to whether a 280G Reimbursement Payment is required and the amount of such 280G Reimbursement Payment shall be made by the Company’s accounting firm (the “Accounting Firm”), which shall provide its determination (the “Determination”), together with detailed supporting calculations regarding the amount of any 280G Reimbursement Payment and any other relevant matter, both to the Company and Employee by no later than ten (10) days following the date of employment termination or, if applicable, such earlier time as is requested by the Company or Employee (if Employee reasonably believes that any of the Change in Control Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by Employee, it shall furnish Employee and the Company with an opinion reasonably acceptable to Employee and the Company that no Excise Tax is payable (including the reasons therefor) and that Employee has substantial authority not to report any Excise Tax on his federal income tax return. Any determination by the Accounting Firm shall be binding upon the Company and Employee, absent manifest error. As a result of uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that 280G Reimbursement Payments not made by the Company should have been made (“Underpayment”), or that 280G Reimbursement Payments will have been made by the Company which should not have been made (“Overpayments”). In either such event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment (together with any interest and penalties payable by Employee as a result of such Underpayment) shall be promptly paid by the Company to or for the benefit of Employee. In the case of an Overpayment, Employee shall, at the direction and expense of the Company, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, the Company, and otherwise reasonably cooperate with the Company to correct such Overpayment, provided, however, that (i) Employee shall not in any event be obligated to return to the Company an amount greater than the net after-tax portion of the Overpayment that he has retained or has recovered as a refund from the applicable taxing authorities and (ii) if a 280G Reimbursement Payment is determined to be payable, this provision shall be interpreted in a manner consistent with an intent to make Employee whole, on an after-tax basis, from the application of the Excise Tax, it being understood that the correction of an Overpayment may result in Employee repaying to the Company an amount which is less than the Overpayment. The cost of the Accounting Firm in connection with any such Determination shall be paid by the Company.

4.9           No Set Off, No Mitigation, No Offset. The Company’s obligation to pay Employee the amounts provided and to make the arrangements provided hereunder shall not be subject to set-off, counterclaim or recoupment of amounts owed by Employee to the Company or its affiliates other than any amounts as may be owed by Employee with respect to the Retention Bonus Amount under the Company’s Annual Bonus Plan. Employee shall not be required to mitigate the amount of any payment provided for pursuant to this Agreement nor shall the amount be reduced on account of any payments received by Employee from any other party.

4.10         Indemnification. The Company and its successors and/or assigns will indemnify, hold harmless, and defend Employee to the fullest extent permitted by applicable law with respect to any claims that may be brought against Employee arising out of or related to any action taken or not taken in Employee’s capacity as an employee,

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officer or director of the Company or any of its affiliates, including, without limitation, the advancement of legal fees and expenses, as such fees and expenses are incurred by Employee. In addition, Employee shall be covered, in respect of Employee’s activities as an officer or director of the Company or any of its subsidiaries, by the Company’s (or any of its subsidiaries’) Directors and Officers liability policy or other comparable policies, if any, obtained by the Company’s (or any of its subsidiaries’) successors, to the fullest extent permitted by such policies.

4.11         Dispute Resolution. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in Austin, Texas under the Employment Dispute Resolution Rules of the American Arbitration Association (“AAA”) then currently in effect, as modified herein. Arbitration proceedings shall take place in Austin, Texas, before a single neutral arbitrator who shall be a lawyer. The arbitrator’s award shall be final and judgment may be entered upon such award by a court of competent jurisdiction. This arbitration procedure will be governed by the Federal Arbitration Act as will any actions to compel, enforce or vacate proceedings, awards, orders of the arbitration or settlement under this procedure. Each party shall be responsible for and directly pay its own fees and expenses of counsel and other experts retained in connection with such dispute or controversy, on a current basis as they may be incurred.

In all other respects, the provisions of the Agreement are hereby ratified and confirmed, and they shall continue in full force and effect. The Employee acknowledges and agrees that the changes provided in this Amendment, their implementation and the operation thereof shall not constitute “Good Reason” as defined in the Severance Agreement, or otherwise result in any rights to payments to Employee under such Severance Agreement.

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IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by its duly authorized officer and the Employee has hereto set his/her hand as of the date and year first above written.

COMPANY:
ENCORE MEDICAL CORPORATION
By:	/s/ Harry L. Zimmerman
Harry L. Zimmerman, Executive Vice President and
General Counsel
EMPLOYEE:
/s/ Jack F. Cahill
JACK F. CAHILL

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EX-10.20

Exhibit 10.20

AMENDMENT TO EMPLOYMENT AGREEMENT

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 SCOTT A. KLOSTERMAN, an individual residing at 800 Market Street, Suite 312, Chattanooga, TN 37402 (the “Employee”).

WHEREAS, the Employee and the Company entered into an Employment Agreement dated June 2, 2003 (the “Agreement”), which was to end on December 31, 2005, and on November 15, 2003 executed an Amendment to extend the term of the Agreement to December 31, 2006 (together, the “initial term”); and

WHEREAS, the Employee and the Company desire to amend the Agreement to: (i) extend the initial term of the Agreement, (ii) provide that the Agreement shall automatically renew for successive one-year periods after the expiration of the initial term, unless notice of non-renewal is provided, (iii) provide for an annual increase of at least five percent (5%) in the Employee’s base salary, (iv) describe certain bonus and equity awards to be provided to the Employee, (v) set forth certain benefits provided to the Employee upon termination of employment with the Company, and (vi) add certain additional provisions, all to the benefit of the Employee; and

WHEREAS, the Employee and the Company agree and acknowledge that neither this Amendment, its implementation or the operation thereof will constitute “Good Reason” within the meaning of, or otherwise result in any right to payments to Employee under that certain Change of Control Severance Agreement dated May 27, 2005 between the Employee and the Company (the “Severance Agreement”); and

WHEREAS, the Employee and the Company desire to memorialize in this Amendment their agreements regarding such changes to the Agreement; and

WHEREAS, pursuant to Section 4.7 of the Agreement, the Agreement may be amended or modified in writing by the parties; and

WHEREAS, the recitals set forth above are hereby incorporated into and made a part of this Amendment.

NOW, THEREFORE, in consideration of the premises and other mutual promises and covenants contained in this Amendment and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties, intending to be legally bound, hereby amend the Agreement as follows:

1.             Section 1.1 (Employment Term) is amended and restated in its entirety to read as follows:

1.1           Employment Term. The Company hereby employs the Employee for a primary term commencing on the date set forth above and, subject to earlier termination as provided in Section 1.5 hereof, ending December 31, 2009 (the “Initial Term”); provided that the term will be renewed for successive one-year periods (each, a “Renewal Term” and together with the Initial Term, the “Employment Term”) unless either party gives written notice to the other of its intent not to renew at least one hundred eighty (180) days prior to the expiration of the Initial Term or Renewal Term then in effect, as applicable, on the terms and subject to the conditions set forth in this Agreement. Employee agrees to accept such employment and to perform the services specified herein, all upon the terms and conditions hereinafter stated.

2.             The second sentence of Section 1.4.1 (Salary) shall be replaced with the following:

The Base Salary shall be subject to review on no less than an annual basis and, for reviews occurring on or after November 3, 2006, Employee shall be entitled to at least a five percent (5%) increase in Employee’s Base Salary on each annual review.

3.             Section 1.4 (Compensation) is amended by adding the following sections at the end thereof:

1.4.3        Bonus. With respect to each calendar year during the Employment Term beginning in 2007, Employee shall be eligible to earn (i) an annual bonus award (an “Annual Bonus”) targeted at sixty-seven percent (67%) of Employee’s Base Salary (the “Annual Bonus Opportunity”), based only upon the achievement of objective performance targets of the Company established by the Company and contingent upon Employee’s continued employment through the specified payment date, and (ii) a supplemental bonus award (a “Supplemental Bonus”) targeted at one hundred percent (100%) of Employee’s Base Salary (the “Supplemental Bonus Opportunity”), based only upon the achievement of objective stretch incentive targets of the Company established by the Company, and contingent upon Employee’s continued employment with the Company through the specified payment date. The Annual Bonus and Supplemental Bonus shall be paid no later than two and one-half (2½) months following the end of the calendar year to which such bonuses relate.

1.4.4        Equity Awards. On the closing date of the merger of the Company with Grand Slam Acquisition Corp. pursuant to that certain Merger Agreement dated June 30, 2006 by and among the Company, Grand Slam Holdings LLC and Merger Sub, the Company shall grant Employee an amount of stock options to purchase common stock of the Company (the “Initial Stock Option Grant”) under the Encore Medical Corporation 2006 Stock Incentive Plan (the “Stock Plan”) as may be adopted on such date. The amount of such stock options shall be determined by the Chief Executive Officer of the Company in his reasonable discretion. The terms and conditions of such stock option grants shall be as set forth in the Stock Plan and such time-based and performance-based stock option award agreements as are set forth for other senior executives of the Company.

4.             Section 1.5 (Termination) is amended and restated in its entirety to read as follows:

1.5           Termination

The Employment Term and Employee’s employment hereunder may be terminated by either party at any time and for any reason; provided that each party will be required to give the other party at least thirty (30) days advance written notice of any such termination.  Notwithstanding any other provision of this Agreement, the provisions of this Section 1.5 and the stock option award agreements shall exclusively govern Employee’s rights upon termination of employment with the Company and its affiliates.

1.5.1        By the Company For Cause or By Employee Resignation Without Good Reason.

(a)           The Employment Term and Employee’s employment hereunder may be terminated by the Company for Cause (as defined in Section 1.5.1(b) below) and shall terminate automatically upon Employee’s resignation without Good Reason (as defined in Section 1.5.3(b) below).

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(b)           For purposes of this Agreement, “Cause” shall mean (i) Employee’s willful and continued failure to substantially perform Employee’s duties hereunder (other than any such failure resulting from Employee’s Disability or any such failure subsequent to Employee being delivered notice of the Company’s intent to terminate Employee’s employment without Cause or delivering to the Company a notice of Employee’s intent to terminate for Good Reason) following written notice by the Company to Employee which specifically identifies such failure and Employee not curing such failure within thirty (30) days following receipt of such notice (for the avoidance of doubt, unsatisfactory performance by the Employee of his duties shall not be deemed to be a failure to substantially perform), (ii) conviction of, or a plea of nolo contendere to, (x) a felony (other than traffic-related) under the laws of the United States or any state thereof or any similar criminal act in a jurisdiction outside the United States or (y) a crime involving moral turpitude that could be injurious to the Company or its reputation, (iii) Employee’s willful malfeasance or willful misconduct which is materially and demonstrably injurious to the Company, (iv) any act of fraud by Employee in the performance of Employee’s duties hereunder, or (v) Employee’s material breach of the provisions of Articles 2 and 3 of this Agreement. For purpose of the definition of Cause set forth above, no act or failure to act shall be considered “willful” unless done or omitted to be done by Employee in bad faith or without reasonable belief that Employee’s action was in the best interests of the Company and its affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the board of directors of the Company (the “Board”) shall be conclusively presumed to be done, or omitted to be done, by Employee in good faith and in the best interests of the Company.

(c)           If Employee’s employment is terminated by the Company for Cause, or if Employee resigns without Good Reason, Employee (or his dependents or beneficiaries, as applicable) shall be entitled to receive:

(i)            the Base Salary through the date of termination in a lump sum payment, to be paid on the tenth (10^th) business day following such termination;

(ii)           reimbursement for any unreimbursed business expenses properly incurred by Employee in accordance with Company policy prior to the date of Employee’s termination in a lump sum payment, to be paid on the tenth (10^th) business day following such termination;

(iii)          any earned but unpaid Annual Bonus and Supplemental Bonus with respect to the most recently completed calendar year prior to the date on which such termination occurs, in each case, to be paid no later than two and one-half (2½) months following the end of such calendar year;

(iv)          any accrued and unused vacation pay in a lump sum payment, to be paid on the tenth (10^th) business day following such termination; and

(v)           such employee benefits, if any, as to which Employee (or his dependents or beneficiaries, as applicable) may be entitled under the employee benefit plans of the Company or its affiliates pursuant to the terms of such plans (the amounts described in clauses (i) through (v) above being referred to as the “Accrued Rights”).

Following such termination of Employee’s employment by the Company for Cause or resignation by Employee without Good Reason, except as set forth in this Section 1.5.1(c) and any stock option award agreements or otherwise required by law,

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Employee shall have no further rights to any compensation or any other benefits under this Agreement.

1.5.2        Disability or Death.

(a)           The Employment Term and Employee’s employment hereunder shall terminate upon Employee’s death and may be terminated by the Company if Employee becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any eighteen (18) consecutive month period to perform Employee’s duties with reasonable accommodation (such incapacity is hereinafter referred to as “Disability”).

(b)           Upon termination of Employee’s employment hereunder for either Disability or death, Employee or Employee’s estate, dependents or beneficiaries, as applicable, shall be entitled to receive the Accrued Rights.

Following Employee’s termination of employment due to death or Disability, except as set forth in this Section 1.5.2(b) and any stock option award agreements or otherwise required by law, Employee shall have no further rights to any compensation or any other benefits under this Agreement.

1.5.3        By the Company Without Cause or Resignation by Employee for Good Reason.

(a)           The Employment Term and Employee’s employment hereunder may be terminated by the Company without Cause or by Employee’s resignation for Good Reason. Notwithstanding anything to the contrary herein, written notice of intent not to renew or any failure to renew the Initial Term or any Renewal Term shall not constitute either a termination by the Company without Cause or a basis for the Employee to terminate for Good Reason.

(b)           For purposes of this Agreement, “Good Reason” shall mean (i) any reduction in Employee’s Base Salary, Annual Bonus Opportunity, Supplemental Bonus Opportunity or any material employee benefits, (ii) any substantial diminution in Employee’s position or duties, adverse change in reporting lines or assignment of duties materially inconsistent with Employee’s position (other than in connection with an increase in responsibility or a promotion), including but not limited to no longer reporting to the Chief Executive Officer of the Company, its successor or its ultimate parent company in connection with a corporate transaction, (iii) a failure on the part of the Company to grant or cause to be granted to Employee any of the Equity Awards set forth in Section 1.4.4 herein, (iv) any material failure on the part of the Company to comply with and satisfy the terms of Sections 1.4.1, 1.4.2, and 1.4.3 of this Agreement, or (v) the Company requiring the Employee to be based at any office location other than the Company’s offices in the Chattanooga, Tennessee SMSA, except for travel reasonably required in the performance of the Employee’s responsibilities; provided that the events described in (i), (ii), (iii), (iv) or (v) above shall constitute Good Reason only if the Company fails to cure such event within thirty (30) days after receipt from Employee of written notice of the event which constitutes Good Reason.

(c)           If Employee’s employment is terminated by the Company without Cause (other than by reason of death or Disability) or if Employee resigns for Good Reason, Employee (or his dependents or beneficiaries, as applicable) shall be entitled to receive:

(i)            the Accrued Rights; provided, that, for purposes of this subparagraph 1.5.3(c)(i), the Accrued Rights shall be deemed to include the amount set forth in subparagraph 1.5.1(c)(iii) if the Employee remained employed by the Company for the entire calendar year for which

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the bonus amounts were applicable, regardless of whether the amount was “earned” pursuant to the Annual Bonus Plan;

(ii)           a lump sum, to be paid on the tenth (10^th) business day after such termination, equal to the sum of: (i) the most recent Annual Bonus, if any, awarded to Employee, or, if such termination occurs in 2006 or 2007, then the Annual Bonus Opportunity and (ii) the most recent Supplemental Bonus, if any, awarded to Employee, or, if such termination occurs in 2006 or 2007, then the Supplemental Bonus Opportunity; and

(iii)          subject to Employee’s continued compliance with the provisions of Articles 2 and 3 herein, continued payment of the Base Salary, payable in regular installments in accordance with the Company’s usual payment practices, until twelve (12) months after the date of such termination; provided, that the aggregate amount described in clauses (ii) and (iii) shall be reduced by the present value of any other cash severance payable to Employee under any other plans, programs or arrangements of the Company or its affiliates other than the Severance Agreement; provided, further that the amounts described in clauses (ii) and (iii) shall be considered “similar payments” to those described in Sections 2(b)(i) and (ii) of the Severance Agreement, for the purpose of avoiding duplication thereof.

Following Employee’s termination of employment by the Company without Cause (other than by reason of Employee’s death or Disability) or by Employee’s resignation for Good Reason, except as set forth in this Section 1.5.3(c) and any stock option award agreements or otherwise required by law, Employee shall have no further rights to any compensation or any other benefits under this Agreement.

1.5.4        Notice of Termination.  Any purported termination of employment by the Company or by Employee (other than due to Employee’s death) shall be communicated by written Notice of Termination to the other party hereto in accordance with Section 4.1 hereof.  For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of employment under the provision so indicated.

5.             Article 4 (Miscellaneous) is amended by adding the following new sections at the end thereof to read as follows:

4.8           Tax Matters; Golden Parachute.

(a)           Section 4.8(b) shall apply if, and only if the Employee does not receive any payments or benefits under the Severance Agreement; provided, further, in no event shall Section 4.8(b) duplicate any payment or benefit otherwise provided under the Severance Agreement.

(b)           Subject to Section 4.8(a), in the event it shall be determined that any payment or benefit to Employee by the Company, any affiliate of the Company, any person who acquires ownership or effective control of the Company or ownership of a substantial portion of the Company assets (within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations thereunder) or any affiliate of such Person (the “Change in Control Payments”), is or will be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are collectively referred to as the “Excise Tax”), then  Employee shall be entitled to receive an additional payment (a “280G Reimbursement Payment”) in an

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amount such that after payment by Employee of all taxes (including any interest or penalties imposed with respect to such taxes), including any income tax, employment tax or Excise Tax, imposed upon the 280G Reimbursement Payment, Employee retains an amount of the 280G Reimbursement Payment equal to the Excise Tax imposed upon the Change in Control Payments. The 280G Reimbursement Payment shall be paid on the thirtieth (30th) day from the date that Employee is deemed to have “excess parachute payments” as defined in Section 280G of the Code. All mathematical determinations, and all determinations as to whether any of the Change in Control Payments are “parachute payments” (within the meaning of Section 280G of the Code), that are required to be made hereunder, including determinations as to whether a 280G Reimbursement Payment is required and the amount of such 280G Reimbursement Payment shall be made by the Company’s accounting firm (the “Accounting Firm”), which shall provide its determination (the “Determination”), together with detailed supporting calculations regarding the amount of any 280G Reimbursement Payment and any other relevant matter, both to the Company and Employee by no later than ten (10) days following the date of employment termination or, if applicable, such earlier time as is requested by the Company or Employee (if Employee reasonably believes that any of the Change in Control Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by Employee, it shall furnish Employee and the Company with an opinion reasonably acceptable to Employee and the Company that no Excise Tax is payable (including the reasons therefor) and that Employee has substantial authority not to report any Excise Tax on his federal income tax return. Any determination by the Accounting Firm shall be binding upon the Company and Employee, absent manifest error. As a result of uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that 280G Reimbursement Payments not made by the Company should have been made (“Underpayment”), or that 280G Reimbursement Payments will have been made by the Company which should not have been made (“Overpayments”). In either such event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment (together with any interest and penalties payable by Employee as a result of such Underpayment) shall be promptly paid by the Company to or for the benefit of Employee. In the case of an Overpayment, Employee shall, at the direction and expense of the Company, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, the Company, and otherwise reasonably cooperate with the Company to correct such Overpayment, provided, however, that (i) Employee shall not in any event be obligated to return to the Company an amount greater than the net after-tax portion of the Overpayment that he has retained or has recovered as a refund from the applicable taxing authorities and (ii) if a 280G Reimbursement Payment is determined to be payable, this provision shall be interpreted in a manner consistent with an intent to make Employee whole, on an after-tax basis, from the application of the Excise Tax, it being understood that the correction of an Overpayment may result in Employee repaying to the Company an amount which is less than the Overpayment. The cost of the Accounting Firm in connection with any such Determination shall be paid by the Company.

4.9           No Set Off, No Mitigation, No Offset. The Company’s obligation to pay Employee the amounts provided and to make the arrangements provided hereunder shall not be subject to set-off, counterclaim or recoupment of amounts owed by Employee to the Company or its affiliates other than any amounts as may be owed by Employee with respect to the Retention Bonus Amount under the Company’s Annual Bonus Plan. Employee shall not be required to mitigate the amount of any payment provided for pursuant to this Agreement nor shall the amount be reduced on account of any payments received by Employee from any other party.

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4.10         Indemnification. The Company and its successors and/or assigns will indemnify, hold harmless, and defend Employee to the fullest extent permitted by applicable law with respect to any claims that may be brought against Employee arising out of or related to any action taken or not taken in Employee’s capacity as an employee, officer or director of the Company or any of its affiliates, including, without limitation, the advancement of legal fees and expenses, as such fees and expenses are incurred by Employee. In addition, Employee shall be covered, in respect of Employee’s activities as an officer or director of the Company or any of its subsidiaries, by the Company’s (or any of its subsidiaries’) Directors and Officers liability policy or other comparable policies, if any, obtained by the Company’s (or any of its subsidiaries’) successors, to the fullest extent permitted by such policies.

4.11         Dispute Resolution. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in Austin, Texas under the Employment Dispute Resolution Rules of the American Arbitration Association (“AAA”) then currently in effect, as modified herein. Arbitration proceedings shall take place in Austin, Texas, before a single neutral arbitrator who shall be a lawyer. The arbitrator’s award shall be final and judgment may be entered upon such award by a court of competent jurisdiction. This arbitration procedure will be governed by the Federal Arbitration Act as will any actions to compel, enforce or vacate proceedings, awards, orders of the arbitration or settlement under this procedure. Each party shall be responsible for and directly pay its own fees and expenses of counsel and other experts retained in connection with such dispute or controversy, on a current basis as they may be incurred.

In all other respects, the provisions of the Agreement are hereby ratified and confirmed, and they shall continue in full force and effect. The Employee acknowledges and agrees that the changes provided in this Amendment, their implementation and the operation thereof shall not constitute “Good Reason” as defined in the Severance Agreement, or otherwise result in any rights to payments to Employee under such Severance Agreement.

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IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by its duly authorized officer and the Employee has hereto set his/her hand as of the date and year first above written.

COMPANY:
ENCORE MEDICAL CORPORATION
By:	/s/ Harry L. Zimmerman
Harry L. Zimmerman, Executive Vice President and
General Counsel
EMPLOYEE:
/s/ Scott A. Klosterman
SCOTT A. KLOSTERMAN

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EX-10.22

Exhibit 10.22

EXECUTION COPY

MANAGEMENT STOCKHOLDERS AGREEMENT

BY AND AMONG

ENCORE MEDICAL CORPORATION

AND

THE OTHER PARTIES NAMED HEREIN

Dated as of November 3, 2006

Annex I

TABLE OF CONTENTS

		Page
1.	Definitions of Words and Phrases	4
2.	Limitations on Transfer	11
3.	Drag-Along Rights; Sponsor Call Right	12
4.	Tag-Along Rights	15
5.	Management Stockholder Put Right	17
6.	First-Refusal Rights	20
7.	Call Option	21
8.	“Piggyback” Registration Rights	22
9.	Representations, Warranties and Covenants	25
10.	Confidentiality	28
11.	Employment by the Company	29
12.	Taxes	29
13.	After-Acquired Securities	29
14.	Recapitalization, Exchange, Etc.	30
15.	Notices	30
16.	Successors, Assigns and Transferees	31
17.	Amendment and Waiver	31
18.	Counterparts	32
19.	Specific Performance; Injunctive Relief	32
20.	Headings; Interpretation	32
21.	Severability	32
22.	Entire Agreement	32
23.	Further Assurances	32
24.	Governing Law	32
25.	Consent to Jurisdiction; No Jury Trial	33

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26. Additional Management Stockholders. 33

Annex I	Form of Consent of Spouse
Annex II	Form of Acknowledgment and Agreement

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MANAGEMENT STOCKHOLDERS AGREEMENT

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”), and the parties identified on the signature pages hereto as Management Stockholders and the Permitted Transferees of such parties (and their respective Permitted Transferees) identified on the signature pages to the supplementary agreements or documents referred to in Sections 16 and 26 hereof (the “Management Stockholders” and, together with the Company, the Sponsors and Holdco, the “Parties”).

RECITALS:

WHEREAS, pursuant to the Company’s 2006 Stock Incentive Plan (as the same may be amended, supplemented or modified from time to time, including any successor or similar stock incentive plan, the “Plan”), the Company may from time to time grant Awards (as defined in the Plan) to the Management Stockholders; and

WHEREAS, the Parties wish to enter into certain agreements with respect to the holdings by the Sponsor and the Management Stockholders and their respective Permitted Transferees of Common Stock and Common Stock Equivalents each as hereinafter defined.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the receipt and sufficiency of which are hereby acknowledged, the Parties further acknowledge and agree to the following:

1.Definitions of Words and Phrases.  As used in this Agreement:

“Affiliate” or “Affiliates” means, with respect to any Person, any other Person that, directly or indirectly, controls, is controlled by, or is under common control with such first Person or any other Person that holds directly or indirectly more than a fifty percent (50%) economic interest in such first person. For the purpose of this definition, “control” will mean, as to any Person, the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or membership on the board of managers or directors, by contract (including, without limitation, a limited partnership agreement or general partnership agreement) or otherwise.  Any trust or nominee directly or indirectly holding securities principally for the benefit of employees of a Party hereto or its Affiliates shall be deemed to be an Affiliate of such Party hereto.  The term “Affiliate” shall, in any event, include BCP V, BFIP V, BFIP V-A and BPP V and any other Sponsors when used with respect to Blackstone.

“Agreement” has the meaning set forth in the Preamble.

“Appraiser” means an independent, nationally recognized investment banking or valuation firm experienced in valuing private companies similar to the Company, selected by the

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Board of Directors and reasonably acceptable to an applicable Call Option Management Stockholder (taking into account the fees and expenses of such Appraiser).

“BCP V” has the meaning set forth in the Preamble.

“BFIP V” has the meaning set forth in the Preamble.

“BFIP V-A” has the meaning set forth in the Preamble.

“Blackstone” means the Blackstone Group L.P. or any of its Affiliates (other than the Company).

“Blackstone Encore Stockholders” has the meaning set forth in the Preamble.

“Blackstone Shares” means those 867,794 shares of Common Stock held by Holdco on the date hereof (but subject to subsequent adjustment for any stock dividend, stock split, reverse stock split or other similar event).

“Board of Directors” means the board of directors of the Company.

“BPP V” has the meaning set forth in the Preamble.

“Business Day” means a day other than a Saturday, Sunday, federal or New York State holiday or other day on which commercial banks in New York City are authorized or required by law to close.

“Callable Shares” has the meaning set forth in Section 7(a) hereof.

“Call Event” has the meaning set forth in Section 7(a) hereof.

“Call Option” has the meaning set forth in Section 7(a) hereof.

“Call Option Management Stockholder” has the meaning set forth in Section 7(a) hereof.

“Call Option Notice” has the meaning set forth in Section 7(a) hereof.

“Call Right Sale” means any sale of Shares by Management Stockholders to a Call Right Selling Sponsor as provided for in Section 3(b) hereof.

“Call Right Sale Notice” has the meaning set forth in Section 3(b) hereof.

“Call Right Sale Notice Date” has the meaning set forth in Section 3(b) hereof.

“Call Right Selling Sponsor” has the meaning set forth in Section 3(b) hereof.

“Cause” means, with respect to any Management Stockholder, the termination by the Company of such Management Stockholder’s employment with the Company for “cause”, as defined in the employment agreement (“Employment Agreement”) between the Company and such Management Stockholder, or, if there is no employment agreement, the termination by the Company of such Management Stockholder’s employment as a result of:  (i) the commission by the Management Stockholder of an act of gross negligence, willful misconduct, fraud, embezzlement, misappropriation or breach of fiduciary duty against the Company or any of its Affiliates, or the conviction of the Management Stockholder by a court of competent jurisdiction

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of, or a plea of guilty or nolo contendere to, any felony or any crime involving moral turpitude or any crime which reasonably could negatively affect the reputation of the Company, or the Management Stockholder’s ability to perform the duties required of his employment; (ii) the commission by the Management Stockholder of a material breach of any of the covenants in this Agreement, which breach has not been remedied within thirty (30) days of the delivery to the Management Stockholder by the Board of Directors of written notice of the facts constituting the breach; or (iii) the habitual and willful neglect by the Management Stockholder of his or her obligations and duties as an employee of the Company or any of its Subsidiary.

“Change in Control” means (i) the sale or disposition, in one or a series of related transactions, of all or substantially all of the assets of the Company to any Person or Group other than Blackstone or (ii) if any Person or Group, other than Blackstone, is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than fifty percent (50%) of the total voting power of the voting stock of the Company or a successor to the Company, including by way of merger, consolidation or otherwise (other than an offering of stock to the general public through a registration statement filed with the Commission or pursuant to which Blackstone retains, directly or indirectly, more than fifty percent (50%) of the total voting power of the voting stock of the Company) or (iii) the approval by the stockholders of the Company of a plan of complete liquidation of the Company.

“Commission” means the U.S. Securities and Exchange Commission.

“Common Stock” means the Common Stock, par value $0.01 per share, of the Company.

“Common Stock Equivalent” means any stock, warrants, rights, calls, options or other securities exchangeable or exercisable for, or convertible into, Common Stock, including, but not limited to, the Rollover Options and any options or other securities issued under the Plan that are exchangeable or exercisable for, or convertible into, Common Stock.

“Company” has the meaning set forth in the Preamble.

“Confidential Information” has the meaning set forth in Section 10 hereof.

“Determination Date” has the meaning set forth in Section 2(c) hereof.

“Disability” means, with respect to any Management Stockholder, “Disability” as defined in such Management Stockholder’s Employment Agreement or, if not defined therein or if there is no such agreement, “Disability” means that such Management Stockholder shall be unable to perform his or her duties and responsibilities in connection with the conduct of the business and affairs of the Company (or its Subsidiary, if its Subsidiary employs the Management Stockholder) and such inability lasts for (i) a period of at least one hundred eighty (180) consecutive days, or (ii) periods aggregating at least two hundred forty (240) days during any twelve-month period, by reason of such Management Stockholder’s physical or mental disability, whether by reason of injury, illness or similar cause.

“Drag-Along Notice Date” has the meaning set forth in Section 3(a) hereof.

“Drag-Along Sale” means any sale of Common Stock by the Blackstone Encore Stockholders as provided for in Section 3(a) hereof.

“Drag-Along Sale Notice” has the meaning set forth in Section 3(a) hereof.

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“Drag-Along Selling Blackstone Encore Stockholder” has the meaning set forth in Section 3(a) hereof.

“Employment Agreement” shall have the meaning set forth in the definition of the term “Cause”.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, or any successor statute thereto.

“Exercise Date” has the meaning set forth in Section 7(a) hereof.

“Fair Market Value” means (i) if there is a public market for the Common Stock on such date, the average of the high and low closing bid prices of the Common Stock of the Company on such stock exchange on which the shares are principally trading on the date in question, or, if there were no sales on such date, on the closest preceding date on which there were sales of shares, or (ii) if there is no public market for the Common Stock on such date, the fair market value of the Common Stock as determined in good faith by the Board of Directors, assuming the Company is valued on a going-concern basis as though it were a publicly traded company with reasonable liquidity and without a controlling shareholder; provided, however, that if a Management Stockholder or Permitted Transferee, as applicable, disagrees with the Board of Directors’ determination of Fair Market Value, the Board of Directors shall retain an Appraiser to determine the Fair Market Value, acting reasonably and in good faith in accordance with the previous sentence, at the Company’s expense; provided, further, however, that if the Appraiser determines that Fair Market Value is less than 105% of the amount determined by the Board of Directors, then the challenging Management Stockholder or Permitted Transferee, as applicable, shall pay the fees and expenses of such Appraiser.  The determination of Fair Market Value by the Appraiser shall be binding and conclusive on the Company and such Management Stockholder or Permitted Transferee, as applicable.

“Good Reason” means, with respect to any Management Stockholder, “Good Reason” as defined in such Management Stockholder’s Employment Agreement or, if not defined therein or if there is no such agreement, “Good Reason” means, without a Management Stockholder’s consent, (i) a material reduction in the Management Stockholder’s compensation below the amount of compensation in effect on the date of this Agreement, or (ii) a material reduction in the Management Stockholder’s duties or authority, in each case which is not cured within thirty (30) days following the Company’s or its Subsidiary’s, as applicable, receipt of written notice from such Management Stockholder describing the event constituting Good Reason.

“Good Termination” means the termination of a Management Stockholder’s employment with the Company or a Subsidiary of the Company, as the case may be (i) by the Company (or Subsidiary) without Cause, (ii) by the Management Stockholder for Good Reason or (iii) due to death or Disability.

“Group” means any syndicate or group that would be considered a “person” for purposes of Section 13(d) of the Exchange Act.

“Holdco” has the meaning set forth in the Preamble.

“Initial Public Offering” means the closing of the first sale of common equity or equivalent securities of the Company to the public pursuant to an effective registration statement (other than a registration statement on Form S-4 or S-8 or any similar or successor form) filed under the Securities Act after the date hereof.

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“IPO Effectiveness Date” means the date upon which the Company closes its Initial Public Offering.

“Lapse Date” has the meaning set forth in Section 2(a) hereof.

“Management Stockholder” has the meaning set forth in the Preamble.

“Management Stockholder’s Estate” means, with respect to any Management Stockholder, the conservators, guardians, executors, administrators, testamentary trustees, legatees, or beneficiaries of such Management Stockholder’s estate.

“Management Stockholder’s Family Members” means, with respect to any Management Stockholder, the spouse (or ex-spouse) or lineal descendants (including adopted children) of such Management Stockholder.

“Management Stockholder’s Trust” means, with respect to any Management Stockholder, a limited partnership, limited liability company, trust or custodianship, the beneficiaries of which may include only such Management Stockholder, his or her spouse (or ex-spouse) or his or her lineal descendants (including lineal descendants that have even adopted) or, if at any time after any transfer of Shares to such Management Stockholder’s Trust there shall be no then-living spouse or lineal descendants, such beneficiaries may include the estate of a deceased beneficiary.

“Merger” means the transactions contemplated by the Agreement and Plan of Merger Agreement, dated as of June 30, 2006, among Holdco, Grand Slam Acquisition Corp. and the Company.

“Outside Offer” has the meaning set forth in Section 6(a) hereof.

“Parties” has the meaning set forth in the Preamble.

“Permitted Transferee” means, with respect to a Management Stockholder, any Management Stockholder’s Estate, Management Stockholder’s Family Members or the Management Stockholder’s Trust of such Management Stockholder or any other transferee that acquires Shares in accordance with, and as permitted by, the terms of this Agreement, and, with respect to Blackstone, any transferee that acquires shares of Common Stock or Sponsor Interests in accordance with the terms of this Agreement; provided, in any such event, that such transferee becomes a Party to, and is bound to the same extent as its transferor by the terms of, this Agreement (except as otherwise expressly provided in this Agreement).

“Person” means any individual, corporation, limited liability company, partnership, trust, joint stock company, business trust, unincorporated association, joint venture, governmental authority or other legal entity of any nature whatsoever.

“Piggyback Pro-Rata Portion” has the meaning set forth in Section 8(a) hereof.

“Piggyback Right” has the meaning set forth in Section 8(a) hereof.

“Plan” has the meaning set forth in the Recitals hereto.

“Prospective Purchaser” has the meaning set forth in Section 6(a) hereof.

“Public Company Merger” means any merger of the Company with or into any other entity, the result of which shares of Common Stock, or equity securities of the surviving

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company received by the stockholders in exchange for Common Stock pursuant to such merger, are listed on the New York Stock Exchange or the Nasdaq Global Market or other internationally recognized stock exchange or listing system.

“Public Offering” means a sale of shares of Common Stock to the public in a firm commitment or best efforts underwritten public offering pursuant to an effective registration statement (other than a registration statement on Form S-4, S-8 or any successor to such forms) filed under the Securities Act.

“Put Right Allotment” has the meaning set forth in Section 5(a) hereof.

“Put Right Notice” has the meaning set forth in Section 5(c) hereof.

“Put Right Notice Date” has the meaning set forth in Section 5(b) hereof.

“Put Right Sale” has the meaning set forth in Section 5(a) hereof.

“Put Right Sale Date” has the meaning set forth in Section 5(b) hereof.

“Put Right Sale Notice” has the meaning set forth in Section 5(b) hereof.

“Put Right Selling Sponsor” has the meaning set forth in Section 5(a) hereof.

“Put Right Stockholder” or “Put Right Stockholders” has the meaning set forth in Section 5(a) hereof.

“Qualified Public Offering” means (i) the Initial Public Offering or (ii) any Public Company Merger, in either case, after which at least 20% of the Company’s outstanding Common Stock, or any Affiliate’s (which Affiliate is a holding company of the Company) outstanding common stock, or equity securities of the surviving company received by the stockholders in exchange for Common Stock pursuant to such Public Company Merger, are listed on the New York Stock Exchange or the Nasdaq Global Market or other internationally recognized stock exchange or listing system.

“Register”, “registered” and “registration” refer to a registration effected by preparing and filing a registration statement or similar document in compliance with the Securities Act, and the automatic effectiveness or the declaration or ordering of effectiveness by the Commission of such registration statement or document.

“Registrable Shares” means the Shares, provided that such Shares shall cease to be Registrable Shares if and when (i) a registration statement with respect to the disposition of such Shares shall have become effective under the Securities Act and such Shares shall have been disposed of pursuant to such effective registration statement, (ii) such Shares shall have been sold under circumstances in which all applicable conditions of Rule 144 (or any similar provisions then in force) under the Securities Act are met, (iii) such Shares shall have been otherwise transferred, new certificates not bearing restrictive legends shall have been delivered by the Company in lieu thereof and further disposition thereof shall not require registration or qualification of them under the Securities Act or any state securities or blue sky laws, (iv) such Shares may be sold pursuant to Rule 144(k) under the Securities Act or (v) such Shares shall have ceased to be outstanding.

“Regulation S” has the meaning set forth in Section 9(b)(iv) hereof.

“Restricted Period” has the meaning set forth in Section 9(c)(vi) hereof.

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“Rollover Option” means any option to purchase Common Stock held by a Management Stockholder immediately prior to the effective time of the Merger, which such option was not exercised prior to the effective time of the Merger.

“Same Effective Price” means the price per share of Common Stock calculated by dividing (i) the total consideration (whether in cash, debt or equity, except as such consideration may be adjusted pursuant to the terms of any agreement relating to the applicable sale) received by a Call Right Selling Sponsor or Put Right Selling Sponsor, as the case may be, for the Sponsor Interests to be transferred in connection with a Call Right Sale or a Put Right Sale, respectively, by (ii) the number of shares of Common Stock that is equal to (A) the percentage of aggregate Sponsor Interests in the applicable Blackstone Encore Stockholder represented by the Sponsor Interest in such Blackstone Encore Stockholder to be transferred in connection with such Call Right Sale or Put Right Sale, respectively, multiplied by (B) the number of shares of Common Stock held by such Blackstone Encore Stockholder immediately prior to the consummation of such Call Right Sale or Put Right Sale, as the case may be.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, or any successor statute thereto.

“Selling Stockholder” has the meaning set forth in Section 6(a) hereof.

“Shares” means, with respect to each Management Stockholder, any and all shares of Common Stock granted to such Management Stockholder pursuant to the Plan or issued to such Management Stockholder upon exercise of any Rollover Option or any option or other award granted pursuant to the Plan.

“Sponsor” has the meaning set forth in the Preamble.

“Sponsor Call Right Sale” means any sale of Sponsor Interests by a Sponsor as provided for in Section 3(b) hereof.

“Sponsor Interests” has the meaning set forth in Section 3(b) hereof.

“Subsidiary” means, with respect to any Person, any corporation, partnership, association or other business entity of which fifty percent (50%) or more of the total voting power of shares of capital stock or equity interests thereof entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof, is at the time owned or controlled, directly or indirectly, by any Person or one or more of the other Subsidiaries of such Person or a combination thereof.

“Tag-Along Allotment” has the meaning set forth in Section 4(a) hereof.

“Tag-Along Notice” has the meaning set forth in Section 4(c) hereof.

“Tag-Along Notice Date” has the meaning set forth in Section 4(b) hereof.

“Tag-Along Sale” has the meaning set forth in Section 4(a) hereof.

“Tag-Along Sale Date” has the meaning set forth in Section 4(b) hereof.

“Tag-Along Sale Notice” has the meaning set forth in Section 4(b) hereof.

“Tag-Along Selling Blackstone Encore Stockholder” has the meaning set forth in Section 4(a) hereof.

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“Tag-Along Stockholder” or “Tag-Along Stockholders” has the meaning set forth in Section 4(a) hereof.

“Third Party” means any Person other than the Company, the Management Stockholders and their respective Affiliates.

“Transfer” or “transfer” means a transfer, sale, assignment, pledge, incurrence or assumption of any encumbrance, hypothecation or other disposition, whether directly or indirectly, and whether pursuant to the creation of a derivative security, the grant of an option or other right, the imposition of a restriction on disposition or voting by operation of law or otherwise.  When used as a verb, “transfer” shall have the correlative meaning. In addition, “transferred” and “transferee” shall have the correlative meanings.

“Transferor” has the meaning set forth in Annex I hereof.

2.Limitations on Transfer.

(a)           Until the earliest to occur of (i) the date on which a Change in Control occurs, (ii) the date that is two years and one day after the expiration of any Company or underwriter “lock-up” period applicable to a Management Stockholder following an Initial Public Offering or Public Company Merger (provided that any “lock-up” period imposed by the Company shall not exceed one hundred eighty (180) days, for purposes of calculating the time period in this paragraph (a)) or (iii) subject to the prior expiration of any such Company or underwriter “lock-up” period, the date that is seven years from the date hereof (the period ending on the earlier of (i), (ii) or (iii), the “Lapse Date”), except as required by law, no Management Stockholder shall transfer any Shares (other than a transfer pursuant to Section 2 through Section 7 hereof, or any transfer to the Company or a Sponsor or its Affiliates) without the prior written consent of Blackstone L.P.

(i)            After the Lapse Date, any Management Stockholder may transfer all or a portion of his or her Shares in accordance with and subject to the provisions of this Agreement (including, without limitation, Section 2(d) hereof).

(ii)           Any attempt to transfer any Shares or any rights hereunder in violation of this Section 2 shall be null and void ab initio.  The Company shall not record on its stock transfer books or otherwise any transfer of Shares in violation of the terms and conditions set forth herein.

(b)           Permitted Transfers.  Notwithstanding anything to the contrary contained in this Agreement, but subject to Section 2(d) hereof, at any time, each Management Stockholder may transfer all or a portion of his or her Shares to any of his or her Permitted Transferees and such transfer shall not be subject to Section 6 hereof. A Permitted Transferee of Shares pursuant to this Section 2(b) may transfer its Shares pursuant to this Section 2(b) only to the transferor Management Stockholder or to a Person that is a Permitted Transferee of such transferor Management Stockholder.

(c)           Good Termination of Management Stockholders.  Notwithstanding anything to the contrary contained in this Agreement, but subject to Sections 2(d), Section 6 and Section 7 hereof, at any time, each Management Stockholder whose employment with the Company is terminated due to a Good Termination may transfer all or a portion of his or her Shares, and such Management Stockholder’s Permitted Transferees may transfer Shares they hold that were previously transferred by such Management Stockholder, beginning on the date that is three (3) months and one day following the date of such Good Termination (the “Determination Date”); provided, that, after the date of such Good Termination (the “Termination Date”), in no event

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shall any Management Stockholder or any of his or her Permitted Transferees transfer any of his, her or its Shares prior to the Determination Date; provided, further, that in no event shall any Management Stockholder or any of his or her Permitted Transferees transfer a number of his, her or its Shares in excess of (i) with respect to the three-month period beginning on the Determination Date, 33 1/3 % of the number of Shares owned by such Management Stockholder or Permitted Transferee, as applicable, on the Determination Date, (ii) for the three months following the period described in clause (i), the sum of (x) 33 1/3 % of the number of Shares owned by such Management Stockholder or Permitted Transferee, as applicable, on the Determination Date and (y) any Shares which were eligible for sale during the period described in clause (i) above, but were not transferred and (iii) for the three months following the period described in clause (ii), the sum of (x) 33 1/3 % of the number of Shares owned by such Management Stockholder or Permitted Transferee, as applicable, on the Determination Date and (y) any Shares which were eligible for sale during the periods described in clauses (i) and (ii) above, but were not transferred.

(d)           Transfers in Compliance with Law; Substitution of Transferee.  No transfer by any Management Stockholder may be made pursuant to this Agreement unless (i) the transferee has agreed in writing to be bound by the terms and conditions of this Agreement pursuant to an instrument substantially in the form attached hereto as Annex II (other than if (x) the transfer is conducted pursuant to and in accordance with Sections 3, 4, 5, 6 or 7 hereof or (y) the transfer is conducted following the IPO Effectiveness Date pursuant to and in accordance with Rule 144 under the Securities Act), (ii) the transfer complies in all respects with the applicable provisions of this Agreement, (iii) the transfer complies in all respects with applicable federal, state and foreign securities laws, including, without limitation, the Securities Act and (iv) the transfer complies with all applicable Company policies and restrictions (including any trading “window periods” or other policies regulating insider trading).  No transfer by any Management Stockholder may be made during the term of this Agreement (except pursuant to an effective registration statement under the Securities Act) unless and until such Management Stockholder has first delivered to the Company an opinion of counsel (reasonably acceptable as to counsel and as to an opinion, in form and substance, to the Company) that neither registration nor qualification under the Securities Act and applicable state securities laws is required in connection with such transfer.

3.Drag-Along Rights; Sponsor Call Right.

(a)           If at any time a Blackstone Encore Stockholder or a Sponsor receives an offer from a Third Party to purchase Blackstone Shares then owned by a Blackstone Encore Stockholder and such offer is accepted by such Blackstone Encore Stockholder (in such capacity, the “Drag-Along Selling Blackstone Encore Stockholder”), then each Management Stockholder hereby agrees that, upon the request of the Drag-Along Selling Blackstone Encore Stockholder pursuant to a notice (the “Drag-Along Sale Notice”) provided by the Drag-Along Selling Blackstone Encore Stockholder at least ten (10) Business Days prior to the proposed consummation of such sale (the “Drag-Along Notice Date”), it shall sell a number of Shares owned by it to such Third Party in an amount (which amount shall be determined in the sole and absolute discretion of the Drag-Along Selling Blackstone Encore Stockholder) up to the product (rounded up to the nearest whole number) of (i) the quotient determined by dividing (A) the total number of Blackstone Shares that are proposed to be sold by the Drag-Along Selling Blackstone Encore Stockholder to the Third Party purchaser in the contemplated sale by (B) the Blackstone Shares and (ii) the total number of Shares owned, or issuable upon exercise of any vested Common Stock Equivalents that are exercisable (or would become vested and exercisable as a result of the underlying transaction), by such Management Stockholder as of the close of business on the day immediately prior to the Drag-Along Notice Date, at the same price per share of Common Stock and upon substantially the same terms and conditions of the offer so accepted by the Drag-Along Selling Blackstone Encore Stockholder, including representations,

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warranties, covenants, indemnities and agreements substantially similar to those to be made by the Drag-Along Selling Blackstone Encore Stockholder (except that, in the case of representations and warranties pertaining specifically to the Drag-Along Selling Blackstone Encore Stockholder, each Management Stockholder shall make comparable representations and warranties pertaining specifically to itself); provided, that all representations, warranties and indemnities shall be made by the Drag-Along Selling Blackstone Encore Stockholder and the Management Stockholders severally and not jointly; provided, further, that the maximum liability a Management Stockholder shall have with respect to breaches of such representations and warranties shall not exceed the value (at such time) of the aggregate proceeds received by such Management Stockholder in connection with the underlying transaction; provided, further that any such liability of the Management Stockholder shall be satisfied first by the return of any cash proceeds received by the Management Stockholder (including the cash proceeds from the sale of any securities or other non-cash consideration received by the Management Stockholder) and second by the return of any non-cash consideration (including securities) received by the Management Stockholder.  Upon the Drag-Along Blackstone Encore Stockholder providing the Drag-Along Sale Notice, in the event that a Management Stockholder does not hold a sufficient number of Shares to meet its obligations under this Section 3(a), then a sufficient number of Common Stock Equivalents (that are vested and exercisable at any time up to and including the date immediately prior to the underlying transaction or that become exercisable as a result of a Change in Control that is the subject of the Drag-Along Sale Notice) shall be exercised by such Management Stockholder to cover any such shortfall and the Shares issued upon such exercise shall be subject to the drag-along rights set forth in this Section 3(a).  Any such Common Stock Equivalents that are required to be exercised to cover such shortfall but are not so exercised pursuant to this Section 3(a) shall automatically be cancelled without any consideration paid therefor.  In the event that the Management Stockholder does not have a sufficient number of such Common Stock Equivalents to cover such shortfall, the Management Stockholder shall exercise all such Common Stock Equivalents then held by the Management Stockholder in full satisfaction of its obligations with respect to the underlying transaction.

(b)           If at any time a Sponsor receives an offer from a Third Party to purchase units of membership interest in Holdco or units of membership interest or any similar form of direct equity interest in a Blackstone Encore Stockholder then held by a Sponsor (such units of membership interest or equity interest, “Sponsor Interests”) and such offer is accepted by such Sponsor (in such capacity, the “Call Right Selling Sponsor”), then each Management Stockholder hereby agrees that, upon the request of the Call Right Selling Sponsor (in the Call Right Selling Sponsor’s sole discretion) pursuant to a notice (the “Call Right Sale Notice”) provided by the Call Right Selling Sponsor at least ten (10) Business Days prior to the proposed consummation of such sale (the “Call Right Sale Notice Date”), each Management Stockholder shall sell a number of Shares owned by it to the Call Right Selling Sponsor (or such Third Party purchaser) in an amount (which amount shall be determined in the sole and absolute discretion of the Call Right Selling Sponsor) up to the product (rounded up to the nearest whole number) of (i) the quotient determined by dividing (A) the number of shares of Common Stock that is equal to (I) the percentage of aggregate Sponsor Interests in the applicable Blackstone Encore Stockholder represented by the Sponsor Interest in such Blackstone Encore Stockholder to be transferred in connection with the proposed Sponsor Call Right Sale multiplied by (II) the number of Blackstone Shares held by such Blackstone Encore Stockholder immediately prior to such Sponsor Call Right Sale by (B) the Blackstone Shares and (ii) the total number of Shares owned, or issuable upon exercise of any vested Common Stock Equivalents that are exercisable (or would become vested and exercisable as a result of the underlying transaction), by such Management Stockholder as of the close of business on the day immediately prior to the Call Right Sale Notice Date, at a price per share equal to the Same Effective Price per share (immediately prior to the Call Right Sale Notice Date) and upon substantially the same terms and conditions of the offer so accepted by the Call Right Selling Sponsor, including representations, warranties, covenants, indemnities and agreements substantially similar to those to be made by

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the Call Right Selling Sponsor (except that, in the case of representations and warranties pertaining specifically to the Call Right Selling Sponsor, each Management Stockholder shall make comparable representations and warranties pertaining specifically to itself); provided, that all representations, warranties and indemnities shall be made by the Call Right Selling Sponsor and the Management Stockholders transferring Shares pursuant to this Section 3(b) severally and not jointly; provided, further, that the maximum liability a Management Stockholder shall have with respect to breaches of such representations and warranties shall not exceed the value (at such time) of the aggregate proceeds received by such Management Stockholder in connection with the underlying transaction; provided, further that any such liability of the Management Stockholder shall be satisfied first by the return of any cash proceeds received by the Management Stockholder (including the cash proceeds from the sale of any securities or other non-cash consideration received by the Management Stockholder) and second by the return of any non-cash consideration (including securities) received by the Management Stockholder.  Upon the Call Right Selling Sponsor providing the Call Right Sale Notice, in the event that a Management Stockholder does not hold a sufficient number of Shares to meet its obligations under this Section 3(b), then a sufficient number of Common Stock Equivalents (that are vested and exercisable at any time up to and including the date immediately prior to the underlying transaction or that become exercisable as a result of a Change in Control that is the subject of the Call Right Sale Notice) shall be exercised by such Management Stockholder to cover any such shortfall and the Shares issued upon such exercise shall be subject to the call rights set forth in this Section 3(b).  Any such Common Stock Equivalents that are required to be exercised to cover such shortfall pursuant to this Section 3(b) shall automatically be cancelled without any consideration paid therefor.  In the event that the Management Stockholder does not have a sufficient number of such Common Stock Equivalents to cover such shortfall, the Management Stockholder shall exercise all such Common Stock Equivalents then held by the Management Stockholder in full satisfaction of its obligations with respect to the underlying transaction.

(c)           The provisions of this Section 3 shall apply regardless of the form of consideration received in the Drag-Along Sale or the Sponsor Call Right Sale, as the case may be, provided for in Section 3(a) or (b) hereof, respectively; provided, that, in the event the consideration to be paid in exchange for shares of Common Stock in a proposed Drag-Along Sale or Sponsor Call Right Sale, as the case may be, includes any securities, and the receipt thereof by a Management Stockholder required to sell Shares pursuant to Section 3(a) or (b) hereof, respectively, would require (as determined by the Drag-Along Selling Blackstone Encore Stockholder or Call Right Selling Sponsor, respectively, upon the advice of its counsel) under applicable law (x) the registration or qualification of such securities or of any Person as a broker or dealer or agent with respect to such securities where such registration or qualification is not otherwise required by the receipt of such securities by the Drag-Along Selling Blackstone Encore Stockholder or Call Right Selling Sponsor, respectively, or (y) the provision to any such Management Stockholder of any specified information regarding such securities or the issuer thereof that is not otherwise required to be provided for in connection with the Drag-Along Sale or Sponsor Call Right Sale, respectively, then, in either case of (x) or (y), in lieu of receiving such securities (as may be required by the Drag-Along Selling Blackstone Encore Stockholder or Call Right Selling Sponsor, respectively, in its sole discretion), such Management Stockholder shall receive cash consideration equal to the fair market value of such securities.

(d)           The required Management Stockholders shall cooperate in good faith with the Drag-Along Selling Blackstone Encore Stockholder or the Call Right Selling Sponsor, as the case may be, in connection with the consummation of the transactions contemplated by Section 3(a) hereof and Section 3(b) hereof, respectively, and, in the event that a Blackstone Encore Stockholder or a Sponsor receives a bona fide offer from a Third Party to (i) effect a business combination of the Company with such Third Party (or an Affiliate thereof) or (ii) purchase all or substantially all of the assets of the Company (and/or its Subsidiaries), then, upon the demand of the Blackstone Encore Stockholders holding a majority in interest of all shares of Common Stock

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then outstanding, the Management Stockholders shall be required to vote all Shares they hold in favor of (and not otherwise dissent to or oppose) the business combination or sale of all or substantially all of the assets of the Company (and/or its Subsidiaries) as described in such offer, and otherwise to take all actions reasonably necessary or appropriate to facilitate the consummation of the proposed transaction.

(e)           Any Permitted Transferee of a Management Stockholder holding Shares shall be obligated under this Section 3 to the same extent as such Management Stockholder.

(f)            The rights set forth in this Section 3 shall terminate immediately prior to the closing of a Qualified Public Offering.

(g)           Notwithstanding anything to the contrary herein, the rights provided for in this Section 3 shall apply, if at all, only in the case of transfers of Common Stock or Sponsor Interests pursuant to a transaction contemplated by Section 3(a) hereof and Section 3(b) hereof, respectively, that are beneficially owned by Blackstone immediately prior to such transfer.

4.Tag-Along Rights.

(a)           If at any time a Blackstone Encore Stockholder (a “Tag-Along Selling Blackstone Encore Stockholder”) proposes to enter into an agreement to sell or otherwise dispose of for value any Blackstone Shares, other than (i) a sale or disposition that would trigger piggy-back registration rights under Section 8 hereof, (ii) any transfer of Common Stock to the Company, Blackstone or an Affiliate of the Tag-Along Selling Blackstone Encore Stockholder or (iii) any transfer of Common Stock to one or more private equity funds to permit syndication, provided that Blackstone collectively remains the largest beneficial holder of Common Stock (such sale or other disposition for value being referred to as “Tag-Along Sale”), then the Tag-Along Selling Blackstone Encore Stockholder shall afford each of the Management Stockholders who holds Shares or vested Common Stock Equivalents (each, individually, a “Tag-Along Stockholder” and, collectively, the “Tag-Along Stockholders”) the opportunity to participate proportionately on substantially the same terms as the Tag-Along Selling Blackstone Encore Stockholder as set forth in the Tag-Along Notice (as defined in Section 4(c) hereof) in such Tag-Along Sale in accordance with this Section 4.  The maximum number of Shares that each Tag-Along Stockholder will be entitled to include in such Tag-Along Sale (such Tag-Along Stockholder’s “Tag-Along Allotment”) shall be equal to the product (rounded up to the nearest whole number) of (x) the number of Shares owned, or issuable upon exercise of any vested Common Stock Equivalents that are exercisable (or would become vested and exercisable as a result of the Tag-Along Sale), by such Tag-Along Stockholder as of the close of business on the day immediately prior to the Tag-Along Notice Date (as defined in Section 4(b) hereof) and (y) a fraction, the numerator of which is the number of Blackstone Shares proposed by the Tag-Along Selling Blackstone Encore Stockholder to be transferred pursuant to the Tag-Along Sale and the denominator of which is the Blackstone Shares.

(b)           The Tag-Along Selling Blackstone Encore Stockholder shall provide each Tag-Along Stockholder with written notice (the “Tag-Along Sale Notice”) not more than sixty (60) days nor less than thirty (30) days prior to the proposed date of the Tag-Along Sale (the “Tag-Along Sale Date”).  Each Tag-Along Sale Notice shall be accompanied by a copy of any written agreement relating to the Tag-Along Sale and shall set forth: (i) the name and address of each proposed transferee in the Tag-Along Sale; (ii) the number of Blackstone Shares that are proposed to be transferred by the Tag-Along Selling Blackstone Encore Stockholder pursuant to the Tag-Along Sale; (iii) the proposed amount and form of consideration to be paid for such shares and the terms and conditions of payment offered by each proposed transferee; (iv) the aggregate number of Blackstone Shares held of record by the Tag-Along Selling Blackstone Encore Stockholder as of the close of business on the day immediately prior to the date of the

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Tag-Along Sale Notice (the “Tag-Along Notice Date”); (v) the Tag-Along Stockholder’s Tag-Along Allotment, assuming the Tag-Along Stockholder elected to sell the maximum number of Shares permissible; (vi) confirmation that the proposed transferee has been informed of the “Tag-Along Rights” provided for herein and has agreed to purchase Shares from any Tag-Along Stockholder in accordance with the terms hereof; and (vii) the proposed Tag-Along Sale Date. For the avoidance of doubt, a Tag-Along Stockholder shall participate in the Tag-Along Sale at the same price per share of Common Stock and upon the same terms and conditions of the offer so accepted by the Tag-Along Selling Blackstone Encore Stockholder, including representations, warranties, covenants, indemnities and agreements substantially similar to those to be made by the Tag-Along Selling Blackstone Encore Stockholder (except that, in the case of representations and warranties pertaining specifically to the Tag-Along Selling Blackstone Encore Stockholder, each Management Stockholder shall make comparable representations and warranties pertaining specifically to itself); provided, that all representations, warranties and indemnities shall be made by the Tag-Along Selling Blackstone Encore Stockholder and the Management Stockholders transferring Shares pursuant to this Section 4 severally and not jointly; provided, further, that the maximum liability a Management Stockholder shall have with respect to breaches of such representations and warranties shall not exceed the value (at such time) of the aggregate proceeds received by such Management Stockholder in connection with the underlying transaction; provided, further that any such liability of the Management Stockholder shall be satisfied first by the return of any cash proceeds received by the Management Stockholder (including the cash proceeds from the sale of any securities or other non-cash consideration received by the Management Stockholder) and second by the return of any non-cash consideration (including securities) received by the Management Stockholder.

(c)           Any Tag-Along Stockholder wishing to participate in the Tag-Along Sale shall provide written notice (the “Tag-Along Notice”) to the Tag-Along Selling Blackstone Encore Stockholder no less than fifteen (15) days prior to the proposed Tag-Along Sale Date.  The Tag-Along Notice shall set forth the number of Shares that such Tag-Along Stockholder elects to include in the Tag-Along Sale, which may be less than, but which shall not exceed, such Tag-Along Stockholder’s Tag-Along Allotment.  The Tag-Along Notice given by any Tag-Along Stockholder shall constitute such Tag-Along Stockholder’s binding agreement to sell the Shares specified in the Tag-Along Notice on the terms and conditions applicable to the Tag-Along Sale; provided, however, that in the event that there is any material change in the terms and conditions of such Tag-Along Sale applicable to the Tag-Along Stockholder (including, but not limited to, any decrease in the purchase price that occurs other than pursuant to an adjustment mechanism set forth in the agreement relating to the Tag-Along Sale, a written copy of which was previously provided to the Tag-Along Stockholder as part of the Tag-Along Sale Notice) after such Tag-Along Stockholder gives its Tag-Along Notice, then the Tag-Along Stockholder shall have the right to withdraw from participation in the Tag-Along Sale with respect to all of its Shares affected thereby.  If the proposed transferee does not consummate the purchase of all of the Shares requested to be included in the Tag-Along Sale by any Tag-Along Stockholder on substantially identical material terms and conditions applicable to the Tag-Along Selling Blackstone Encore Stockholder (and, in any event, at a per share price not less than that received by the Tag-Along Selling Blackstone Encore Stockholder, except as the purchase price may be adjusted pursuant to any agreement relating to the relevant Tag-Along Sale, a written copy of which was previously provided to the Tag-Along Stockholder as part of the Tag-Along Sale Notice), then the Tag-Along Selling Blackstone Encore Stockholder shall not consummate the Tag-Along Sale of any of its shares of Common Stock to such transferee, unless the shares of Common Stock of the Tag-Along Selling Blackstone Encore Stockholder and the Tag-Along Stockholders to be transferred are reduced or limited pro rata in proportion to the respective number of shares of Common Stock actually held, directly or indirectly, by the Tag-Along Selling Blackstone Encore Stockholder and the Tag-Along Stockholders and all other material terms and conditions of the Tag-Along Sale are substantially identical for the Tag-Along Selling Blackstone Encore Stockholder and the Tag-Along Stockholders (including the same price per

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share received by both the Tag-Along Selling Blackstone Encore Stockholder and the Tag-Along Stockholders).

(d)           If a Tag-Along Notice from any Tag-Along Stockholder is not received by the Tag-Along Selling Blackstone Encore Stockholder prior to the lapse of the fifteen-day (15-day) period specified above, the Tag-Along Selling Blackstone Encore Stockholder shall have the right to consummate the Tag-Along Sale without the participation of such Tag-Along Stockholder, who shall be deemed to have waived his or her rights hereunder, but only on terms and conditions which are no more favorable in any material respect to the Tag-Along Selling Blackstone Encore Stockholder (and, in any event, at no greater a per share purchase price, except as the purchase price may be adjusted pursuant to any agreement relating to the relevant Tag-Along Sale, a written copy of which was previously provided to the Tag-Along Stockholder as part of the Tag-Along Sale Notice) than as stated in the Tag-Along Sale Notice, and only if such Tag-Along Sale occurs on a date within ninety (90) days after the proposed Tag-Along Sale Date.  If such Tag-Along Sale does not occur within such ninety -day (90-day) period, the shares or interests that were to be subject to such Tag-Along Sale thereafter shall continue to be subject to all of the restrictions contained in this Section 4.

(e)           On the Tag-Along Sale Date, each Tag-Along Stockholder shall deliver a certificate or certificates for the Shares to be sold by such Tag-Along Stockholder in connection with the Tag-Along Sale, duly endorsed for transfer with signatures guaranteed, to the transferee free and clear of all liens, encumbrances and restrictions, in the manner and at the address indicated in the Tag-Along Sale Notice, against delivery of the purchase price for such Shares.  Each Tag-Along Stockholder shall reimburse the Tag-Along Selling Blackstone Encore Stockholder for its proportionate share (based on the consideration received) of the reasonable out-of-pocket costs and expenses incurred by the Tag-Along Selling Blackstone Encore Stockholder in connection with any such Tag-Along Sale.

(f)            The provisions of this Section 4 shall apply regardless of the form of consideration received in the Tag-Along Sale; provided, that, in the event the consideration to be paid in exchange for shares of Common Stock in a proposed Tag-Along Sale includes any securities, and the receipt thereof by a Tag-Along Stockholder would require (as determined by the Tag-Along Selling Blackstone Encore Stockholder upon the advice of its counsel) under applicable law (x) the registration or qualification of such securities or of any Person as a broker or dealer or agent with respect to such securities where such registration or qualification is not otherwise required by the receipt of such securities by the Tag-Along Selling Blackstone Encore Stockholder or (y) the provision to any such Tag-Along Stockholder of any specified information regarding such securities or the issuer thereof that is not otherwise required to be provided for in connection with the Tag-Along Sale, then, in either case of (x) or (y), in lieu of receiving such securities (as may be required by the Tag-Along Selling Blackstone Encore Stockholder, in its sole discretion), such Management Stockholder shall receive cash consideration equal to the fair market value of such securities.

(g)           The rights set forth in this Section 4 shall terminate immediately prior to the closing of a Qualified Public Offering.

(h)           Notwithstanding anything to the contrary herein, the rights provided for in this Section 4 shall apply, if at all, only in the case of transfers of Common Stock that are beneficially owned by Blackstone immediately prior to such transfer.

5.Management Stockholder Put Right.

(a)           If at any time a Sponsor (such Sponsor, a “Put Right Selling Sponsor”) proposes to enter into an agreement to sell or otherwise dispose of for value any Sponsor Interests, other

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than (i) any transfer of Sponsor Interests to an Affiliate of such Put Right Selling Sponsor or (ii) any transfer of Sponsor Interests to one or more private equity funds to permit syndication, provided that Blackstone remains the largest single holder of Sponsor Interests (such sale or other disposition for value being referred to as the “Put Right Sale”), then the Put Right Selling Sponsor shall afford each of the Management Stockholders who holds Shares (each individually, a “Put Right Stockholder” and, collectively, the “Put Right Stockholders”) the opportunity to sell to the Put Right Selling Sponsor or its designee a proportional number of their Shares at a price per share equal to the Same Effective Price (as of the date of the Put Right Sale Notice (as defined in Section 5(b) hereof)) and upon substantially the same terms and conditions as the Put Right Selling Sponsor as set forth in the Put Right Notice (as defined in Section 5(c) hereof) in such proposed Put Right Sale in accordance with this Section 5.  The maximum number of Shares that each Put Right Stockholder will be entitled to sell to the Put Right Selling Sponsor pursuant to this Section 5 (such Put Right Stockholder’s “Put Right Allotment”) shall be equal to the product (rounded up to the nearest whole number) of (x) the total number of Shares held, or issuable upon exercise of any vested Common Stock Equivalents that are then exercisable (or would become vested and exercisable as a result of the underlying transaction), by such Put Right Stockholder as of the close of business on the day immediately prior to the Put Right Notice Date (as defined in Section 5(b) hereof) and (y) the quotient determined by dividing (A) the number of shares of Common Stock that is equal to (I) the percentage of aggregate Sponsor Interests in the applicable Blackstone Encore Stockholder represented by the Sponsor Interest in such Blackstone Encore Stockholder to be transferred in connection with the proposed Put Right Sale multiplied by (II) the number of Blackstone Shares held by such Blackstone Encore Stockholder immediately prior to such Put Right Sale by (B) the Blackstone Shares.

(b)           The Put Right Selling Sponsor shall provide each Put Right Stockholder with written notice (the “Put Right Sale Notice”) not more than sixty (60) days nor less than thirty (30) days prior to the proposed date of the Put Right Sale (the “Put Right Sale Date”).  Each Put Right Sale Notice shall be accompanied by a copy of any written agreement relating to the Put Right Sale and shall set forth:  (i) the name and address of each proposed transferee in the Put Right Sale; (ii) the number of shares of Common Stock that is equal to (A) the percentage of Sponsor Interests in the applicable Blackstone Encore Stockholder to be transferred in connection with the proposed Put Right Sale multiplied by (B) the number of Blackstone Shares held by such Blackstone Encore Stockholder immediately prior to such Put Right Sale; (iii) the aggregate number of Blackstone Shares beneficially held by the Put Right Selling Sponsor as of the close of business on the day immediately prior to the date of the Put Right Sale Notice (the “Put Right Notice Date”); (iv) the Put Right Stockholder’s Put Right Allotment, assuming the Put Right Stockholder elected to sell the maximum number of Shares permissible; and (v) the proposed Put Right Sale Date.  For the avoidance of doubt, a Put Right Stockholder shall be permitted to sell Shares pursuant to this Section 5 at the Same Effective Price per share of Common Stock and upon substantially the same terms and conditions of the offer so accepted by the Put Right Selling Sponsor, including representations, warranties, covenants, indemnities and agreements substantially similar to those to be made by the Put Right Selling Sponsor (except that, in the case of representations and warranties pertaining specifically to the Put Right Selling Sponsor, each Management Stockholder shall make comparable representations and warranties pertaining specifically to itself); provided, that all representations, warranties and indemnities shall be made by the Put Right Selling Sponsor and the Management Stockholders transferring Shares pursuant to this Section 5 severally and not jointly; provided, further, that the maximum liability a Management Stockholder shall have with respect to breaches of such representations and warranties shall not exceed the value (at such time) of the aggregate proceeds received by such Management Stockholder in connection with the underlying transaction; provided, further, that any such liability of the Management Stockholder shall be satisfied first by the return of any cash proceeds received by the Management Stockholder (including the cash proceeds from the sale of any securities or other non-cash consideration received by the Management Stockholder)

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and second by the return of any non-cash consideration (including securities) received by the Management Stockholder

(c)           Any Put Right Stockholder wishing to sell Shares to the Put Right Selling Sponsor or its designee pursuant to this Section 5 shall provide written notice (the “Put Right Notice”) to the Put Right Selling Sponsor no less than fifteen (15) days prior to the proposed Put Right Sale Date.  The Put Right Notice shall set forth the number of Shares that such Put Right Stockholder elects to sell to the Put Right Selling Sponsor or its designee pursuant to this Section 5, which may be less than, but which shall not exceed, such Put Right Stockholder’s Put Right Allotment.  The Put Right Notice given by any Put Right Stockholder shall constitute such Put Right Stockholder’s binding agreement to sell the Shares specified in the Put Right Notice on substantially the same the terms and conditions applicable to the Put Right Sale; provided, however, that in the event that there is any material change in the terms and conditions of such Put Right Sale applicable to such Put Right Stockholder (including, but not limited to, any decrease in the purchase price that occurs other than pursuant to an adjustment mechanism set forth in the agreement relating to the Put Right Sale, a written copy of which was previously provided to the Put Right Stockholder as part of the Put Right Sale Notice) after such Put Right Stockholder gives its Put Right Notice, then, notwithstanding anything herein to the contrary, such Put Right Stockholder shall have the right to withdraw from its obligation to sell its Shares to the Put Right Selling Sponsor pursuant to this Section 5 with respect to all of its Shares affected thereby.

(d)           If a Put Right Notice from any Put Right Stockholder is not received by the Put Right Selling Sponsor prior to the lapse of the fifteen-day (15-day) period specified above, the Put Right Selling Sponsor shall have the right to consummate the Put Right Sale without the participation of such Put Right Stockholder, who shall be deemed to have waived his or her rights hereunder, but only on terms and conditions which are substantially identical in all material respects to those stated in the Put Right Sale Notice (and, in any event, at the Same Effective Price, except as the purchase price may be adjusted pursuant to any agreement relating to the relevant Put Right Sale, a written copy of which was previously provided to the Put Right Stockholder as part of the Put Right Sale Notice), and only if such Put Right Sale occurs on a date within ninety (90) days after the proposed Put Right Sale Date.  If such Put Right Sale does not occur within such ninety-day (90-day) period, the shares or interests that were to be subject to such Put Right Sale thereafter shall continue to be subject to all of the restrictions contained in this Section 5.

(e)           On the Put Right Sale Date, each Put Right Stockholder shall deliver a certificate or certificates for the Shares to be sold by such Put Right Stockholder in connection with the Put Right Sale, duly endorsed for transfer with signatures guaranteed, to the Put Right Selling Sponsor or its designee free and clear of all liens, encumbrances and restrictions, in the manner and at the address indicated in the Put Right Sale Notice, against delivery of the purchase price for such Shares. Each Put Right Stockholder shall reimburse the Put Right Selling Sponsor or its designee for its proportionate share (based on the consideration received) of the out-of-pocket costs and expenses incurred by the Put Right Selling Sponsor or its designee in connection with any such Put Right Sale.

(f)            The provisions of this Section 5 shall apply regardless of the form of consideration received in the Put Right Sale; provided, that, in the event the consideration to be paid in exchange for shares of Common Stock in a proposed Put Right Sale includes any securities, and the receipt thereof by a Put Right Stockholder would require (as determined by the Put Right Selling Sponsor upon the advice of its counsel) under applicable law (x) the registration or qualification of such securities or of any Person as a broker or dealer or agent with respect to such securities where such registration or qualification is not otherwise required by the receipt of such securities by the Put Right Selling Sponsor or (y) the provision to any such Put

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Right Stockholder of any specified information regarding such securities or the issuer thereof that is not otherwise required to be provided for in connection with the Put Right Sale, then, in either case of (x) or (y), in lieu of receiving such securities (as may be required by the Put Right Selling Sponsor, in its sole discretion), such Management Stockholder shall receive cash consideration equal to the fair market value of such securities.

(g)           The rights set forth in this Section 5 shall terminate immediately prior to the closing of a Qualified Public Offering.

(h)           Notwithstanding anything to the contrary herein, the rights provided for in this Section 5 shall apply, if at all, only in the case of transfers of Sponsor Interests that are beneficially owned by Blackstone immediately prior to such transfer.

6.First-Refusal Rights.

(a)           Except as provided in Sections 3, 4 and 5 hereof or for transfers to Permitted Transferees, if any Management Stockholder shall at any time desire to transfer all or any part of his or her Shares, as permitted under the terms of this Agreement, such Management Stockholder (the “Selling Stockholder”) shall first obtain a bona fide written offer which such Selling Stockholder desires to accept (the “Outside Offer”) to purchase all or any portion of such Selling Stockholder’s Shares for a fixed cash price payable in full at the closing of such transaction.  The Outside Offer shall set forth its date, the proposed purchase price, the number of Shares that are proposed to be purchased and the other terms and conditions upon which the purchase is proposed to be made, as well as the name and address of the Prospective Purchaser.  “Prospective Purchaser”, as used herein, shall mean the prospective record owner or owners of the Shares which are the subject of the Outside Offer and all other Persons proposed to have a beneficial interest in such Shares.  The Selling Stockholder shall transmit a copy of the Outside Offer to the Company and the Blackstone Encore Stockholders within fifteen (15) Business Days after the Selling Stockholder’s receipt of the Outside Offer.

(b)           As a result of the foregoing transmittal of the Outside Offer, the Selling Stockholder shall be deemed to have offered in writing to sell all, but not less than all, of such Selling Stockholder’s Shares to the Company and the Blackstone Encore Stockholders that are proposed to be purchased in the Outside Offer at the price and upon the terms set forth in the Outside Offer.  For a period of fifteen (15) Business Days after such deemed offer by the Selling Stockholder to the Company, the Company shall have the option, exercisable by written notice to the Selling Stockholder, to accept the Selling Stockholder’s offer, in whole and not in part, as to the Selling Stockholder’s Shares.  If, at the expiration of the aforesaid fifteen (15) Business Day period, the Company has not exercised the option granted to it hereunder, then the Blackstone Encore Stockholders shall collectively have an option for a period of fifteen (15) Business Days after the expiration of the aforesaid fifteen (15) Business Day period to accept the Selling Stockholder’s offer, in whole and not in part, exercisable by written notice to the Selling Stockholder.

(c)           If, at the end of the option period described in Section 6(b) hereof, neither the Company nor the Blackstone Encore Stockholders has exercised its respective option to purchase all of the Selling Stockholder’s Shares that are proposed to be purchased in the Outside Offer, the Selling Stockholder shall be free for a period of forty-five (45) Business Days thereafter to transfer up to the number of Shares that are proposed to be purchased in the Outside Offer to the Prospective Purchaser at the price and upon the terms and conditions set forth in the Outside Offer.  If such Shares are not so transferred within the aforementioned forty-five (45) Business Day period, the Selling Stockholder shall not be permitted to sell such Shares without again complying with this Section 6.

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(d)           The right set forth in this Section 6 shall terminate immediately prior to the closing of a Qualified Public Offering.

7.Call Option.

(a)           Each Management Stockholder agrees that the Company and the Blackstone Encore Stockholders, collectively, will each have a call right (the “Call Option”), solely for cash consideration, on his or her Shares, including but not limited to any Shares acquired by such Management Stockholder upon the exercise of stock options after the termination of such Management Stockholder’s employment (the “Callable Shares”).  Upon the termination of a Management Stockholder’s employment with the Company or any of its Subsidiaries for any reason including, without limitation, the voluntary termination or resignation, dismissal, involuntary termination, death, retirement or Disability of such Management Stockholder (or, with respect to Shares acquired upon the exercise of options following such termination of such Management Stockholder’s employment, upon the exercise by a Management Stockholder of such options following such termination) (each, a “Call Event”), the Company may exercise the Call Option by written notice (a “Call Option Notice”) delivered to the Management Stockholder and any applicable Permitted Transferees (a “Call Option Management Stockholder”) within one year after such Call Event (the “Exercise Date”). Upon the giving of a Call Option Notice, the Company will be obligated to purchase and the Call Option Management Stockholder will be obligated to sell all or any lesser portion indicated in the Call Option Notice of the Callable Shares owned at the time of the Call Event by the Call Option Management Stockholder for the consideration calculated as set forth below.  If the Company fails to exercise the Call Option, then any Blackstone Encore Stockholder may exercise the Call Option on behalf of any and all Blackstone Encore Stockholders within thirty (30) days after the expiration of the aforesaid one-year period by giving written notice to the Call Option Management Stockholder that it is exercising the Call Option.  Upon the giving of such notice, the applicable Blackstone Encore Stockholder will be obligated to purchase and the Call Option Management Stockholder will be obligated to sell all or any lesser portion indicated in the aforesaid notice of the Callable Shares owned at the time of the Call Event by the Call Option Management Stockholder for the consideration calculated as set forth below.  Notwithstanding anything herein to the contrary, the applicable Blackstone Encore Stockholder shall not have any right to purchase any Callable Shares prior to the first day following the six-month anniversary of their acquisition by a Management Stockholder.

(i)            In the case of termination of employment of such Call Option Management Stockholder for Cause or a voluntary termination of employment of such Call Option Management Stockholder that is not a Good Termination, the consideration will be the lesser of (A) the purchase price of such Callable Shares paid by the Call Option Management Stockholder provided, however, that in the case of any Callable Shares acquired by the Call Option Management Stockholder, pursuant to a Rollover Option, the price paid therefor shall be deemed to be the price paid by the applicable Blackstone Encore Stockholder for each share of Common Stock purchased by it in connection with the Merger, or, if such Shares were granted to such Call Option Management Stockholder in exchange for services, the fair market value of such services at the time of grant, and (B) Fair Market Value of such Callable Shares on the Exercise Date or the Sponsor Exercise Date, as the case may be.

(ii)           In the case of any other termination of such Call Option Management Stockholder (including dismissal, death, retirement or Disability) or in the case of a Good Termination of such Management Stockholder, the consideration will be Fair Market Value of such Callable Shares on the Exercise Date or the Sponsor Exercise Date, as the case may be.

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(b)           The closing for all purchases and sales of Callable Shares pursuant to this Section 7 will be at the principal executive offices of the Company within thirty (30) days after the Exercise Date or the Sponsor Exercise Date, as the case may be.  The purchase price for the Callable Shares will be paid in cash, by cashier’s check or by wire transfer of funds.  The Call Option Management Stockholder will cause the Callable Shares to be delivered to the Company or the Sponsor, as the case may be, at the closing free and clear of all liens, claims, charges or encumbrances of any kind, other than those which continue to apply pursuant to the terms of this Agreement.  The Call Option Management Stockholder will take all such actions as the Company or the Sponsor, as the case may be, reasonably requests to vest in the Company or the Sponsor, respectively, title to the Callable Shares free of any lien, claim, charge, restriction or encumbrance incurred by or through the Call Option Management Stockholder.

(c)           The rights set forth in this Section 7 shall terminate upon the earlier to occur of (i) the Lapse Date or (ii) immediately prior to the closing of a Qualified Public Offering.

8.“Piggyback” Registration Rights.

(a)           Incidental Registration.  After the closing of a Qualified Public Offering, if the Company files a registration statement under the Securities Act in connection with a proposed Public Offering and any of the Blackstone Encore Stockholders are registering shares of Common Stock in such proposed Public Offering, then each Management Stockholder shall have the right (the “Piggyback Right”) to include in such proposed Public Offering up to the number of Registrable Shares equal to (i) the aggregate number of Registrable Shares owned by the Management Stockholder multiplied by (ii) a fraction (A) the numerator of which is equal to the aggregate number of Blackstone Shares held by Blackstone Encore Stockholders to be included in such proposed Public Offering and (B) the denominator of which is the Blackstone Shares (the “Piggyback Pro-Rata Portion”).  In the event that a proposed Public Offering gives rise to a Piggyback Right, the Company will give written notice to the Management Stockholders.  Upon written request of any Management Stockholder given within ten (10) Business Days after mailing of any such notice from the Company, the Company will, except as herein provided, cause all of the Piggyback Pro-Rata Portion of such Management Stockholder’s Registrable Shares that have been requested by such Management Stockholder to be included in the registration to be included in such registration statement; provided, however, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration for any reason or no reason.

If any Public Offering pursuant to this Section 8(a) shall be underwritten on a firm commitment basis, in whole or in part, the Company may require that the Registrable Shares requested for inclusion pursuant to this Section 8(a) be included in such Public Offering on the same terms and conditions as the securities otherwise being sold through the underwriters.  If, upon the written advice of the managing underwriter of such Public Offering, the Company determines in good faith that the number of securities requested to be included in such registration (including securities of the Company which are not Registrable Shares) exceeds the maximum number of securities which can be sold in such offering without having an adverse effect on the offering of securities (including the price at which such securities could be offered), the Company will include in such registration such maximum number of shares of Common Stock as follows: (i) if such registration has been initiated by one or more of the Company’s stockholders holding demand registration rights with the Company pursuant to any registration rights agreement or any similar agreements, then (A) first, the number of shares of Common Stock requested to be registered by such initiating stockholder(s) and any other holder(s) of the Company’s securities which are entitled to sell pro rata with such initiating stockholder(s), pro rata in accordance with the number of shares of Common Stock owned by each such initiating stockholder(s) and any such other holder(s), (B) second, the number of Registrable Shares requested to be registered by each Management Stockholder and the number of shares of

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Common Stock requested to be registered by any other holders of Common Stock having equivalent rights under similar agreements (which shall include all Blackstone Encore Stockholders), pro rata in accordance with the number of shares owned by each such Management Stockholder and such other holders and (C) third, the number of shares of Common Stock that are proposed to be sold by the Company for its own account; or (ii) if such registration has been initiated by the Company, then (A) first, the number of shares of Common Stock that are proposed to be sold by the Company for its own account, and (B) second, the number of Registrable Shares requested to be included in such registration by each Management Stockholder and number of shares of Common Stock requested to be registered by any other holders of Common Stock having equivalent rights under any registration rights agreement or any similar agreements (which shall include all Blackstone Encore Stockholders), pro rata in accordance with the number of shares of Common Stock owned by each such Management Stockholder and such other holders.

(b)           Registration Procedures.  If and whenever the Company is required by the provisions of Section 8(a) hereof to effect the registration of Registrable Shares under the Securities Act, the Company will:

(i)            prepare and file with the Commission a registration statement with respect to such Registrable Shares, and use its commercially reasonable efforts to cause such registration statement to become and remain effective for such period as may be reasonably necessary to effect the sale of such Registrable Shares, not to exceed one hundred eighty (180) days; provided, however, that the Company may discontinue any registration of its securities that is being effected pursuant to Section 8(a) hereof at any time prior to the effective date of such registration statement (in which case, the Company shall reimburse the Management Stockholders for the reasonable fees and expenses of one (1) counsel to the Management Stockholders, collectively (not to exceed $25,000 in the aggregate);

(ii)           prepare and file with the Commission such amendments to such registration statement and supplements to the prospectus contained therein as may be necessary to keep such registration statement effective for such period as may be reasonably necessary to effect the sale of such Registrable Shares, not to exceed one hundred eighty (180) days; provided, however, that the Company may discontinue any registration of its securities that is being effected pursuant to Section 8(a) hereof at any time prior to the effective date of such amendment or supplement (in which case, the Company shall reimburse the Management Stockholders for the reasonable fees and expenses of one (1) counsel to the Management Stockholders, collectively (not to exceed $25,000 in the aggregate);

(iii)          furnish to the Management Stockholders participating in such registration and to the underwriters of the securities being registered such reasonable number of copies of the registration statement, preliminary prospectus, final prospectus and such other documents as such Management Stockholders and underwriters may reasonably request in order to facilitate the public offering of such Registrable Shares;

(iv)          use its commercially reasonable efforts to register or qualify the securities covered by such registration statement under such state securities or blue sky laws of such jurisdictions as such participating Management Stockholders may reasonably request (which request must be within twenty (20) days following the original filing of such registration statement), except that the Company shall not for any purpose be required to execute a general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified;

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(v)           notify such participating Management Stockholders, promptly after it shall receive notice thereof, of the time when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed;

(vi)          notify such participating Management Stockholders in the event that the Company becomes aware that any prospectus required to be delivered by Management Stockholders pursuant to the Securities Act contains an untrue statement of a material fact or fails to state a material fact necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading and, at the request of any such Management Stockholder, prepare, promptly file with the Commission and deliver to such Management Stockholder such amendments or supplements to the prospectus as may be necessary so that the prospectus, as so amended or supplemented, shall not contain an untrue statement of a material fact or fail to state a material fact necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading; and

(vii)         if such registration statement includes an underwritten public offering, enter into a customary underwriting agreement and, at the closing provided for in such underwriting agreement, provide such of the following documents as are required thereunder: (A) an opinion or opinions of counsel to the Company; and (B) a “cold comfort” letter or letters from the independent certified public accountants of the Company covering such matters as are customarily covered by such letters.

It shall be a condition precedent to the obligation of the Company to take any action pursuant to this Agreement in respect of the Registrable Shares which are to be registered at the request of any Management Stockholder that such Management Stockholder shall furnish to the Company such information regarding the Registrable Shares held by such Management Stockholder and the intended method of disposition thereof, and shall enter into such underwriting agreements (including customary representations, warranties, covenants, indemnities and other agreements) and execute such other documents, in each case as the Company shall reasonably request in connection with such registration.

Each Management Stockholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 8(b)(vi) hereof, such Management Stockholder will forthwith discontinue disposition of Registrable Shares pursuant to the registration statement covering such Registrable Shares until such Management Stockholder receives the copies of the prospectus supplement or amendment contemplated by Section 8(b)(vi) hereof, and, if so directed by the Company, such Management Stockholder will deliver to the Company all copies, other than permanent file copies, then in such Management Stockholder’s possession, of the prospectus covering such Registrable Shares current at the time of receipt of such notice.  In the event the Company shall give any such notice, the period mentioned in Sections 8(b)(i) or 8(b)(ii) hereof shall be extended by the greater of (x) thirty (30) days or (y) the number of days during the period from and including the date of the giving of such notice pursuant to Section 8(b)(vi) hereof to and including the date when such Management Stockholder shall have received the copies of the prospectus supplement or amendment contemplated by Section 8(b)(vi) hereof.

(c)           Expenses.  With respect to each inclusion of Registrable Shares in a registration statement pursuant to Section 8(a) hereof, the Company shall bear the following fees, costs and expenses: all registration, filing and listing fees, printing expenses, fees and disbursements of counsel for the Company, fees and disbursements of accountants for the Company, reasonable fees and expenses of one (1) counsel to the Management Stockholders, collectively (not to exceed $25,000 in the aggregate) and all legal fees and disbursements and other expenses of

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complying with state securities or blue sky laws of any jurisdictions in which the securities to be offered are to be registered or qualified and any fees and expenses for any special audits incidental to or required by a registration contemplated by this Section 8.  Fees and disbursements of counsel for the transferring Management Stockholders, fees and disbursements of accountants for the Management Stockholders, underwriting discounts and selling commissions, transfer taxes and any other expenses incurred by the Management Stockholders not expressly included above shall be borne by the applicable Management Stockholders.

(d)           Lock-up Agreement.  If any registration of Registrable Shares shall be in connection with an underwritten public offering, each Management Stockholder agrees, if requested by the underwriter, not to, and shall use its best efforts to cause its Affiliates not to, effect any sale or distribution (except as a participant in such underwritten public offering), including any sale pursuant to Rule 144 under the Securities Act, of any equity securities of the Company, or of any security convertible into or exchangeable or exercisable for any equity security of the Company (in each case, except as a participant in such underwritten public offering), during the seven (7) days prior to, and during the one hundred eighty-day (180-day) period (or such shorter period as the managing underwriters may require or permit) beginning on, the effective date of such registration.

9.Representations, Warranties and Covenants.

(a)           Representations and Warranties of the Management Stockholder.  Each Management Stockholder hereby represents and warrants to the Company that:

(i)            Capacity; Authorization.  The Management Stockholder has all legal capacity to enter into this Agreement and to carry out its obligations hereunder.  Assuming due execution and delivery by the other Parties, this Agreement constitutes the legal, valid and binding obligation of the Management Stockholder, terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

(ii)           Brokerage Arrangements.  No broker has acted on behalf of the Management Stockholder in connection with this Agreement, and there are no brokerage commissions, finders’ fees or commissions payable in connection therewith based on any agreement, arrangement or understanding with the Management Stockholder or any action taken by the Management Stockholder.

(b)           Representations and Warranties Regarding Investment.

(i)            The Management Stockholder acquired the Shares for investment purposes only, for its own account, and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act;

(ii)           The Management Stockholder is aware that it may have to bear the economic risk of such investment for an indefinite period of time or to suffer a complete loss of its investment;

(iii)          The Management Stockholder understands, acknowledges and agrees that the Shares have not been registered under (and that the Company has no present intention to register the Shares under) the Securities Act or applicable state securities law and that the offering sale of such Shares may be made in reliance on the exemption from the registration requirements provided by Rule 701 promulgated under the Securities Act and

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analogous provisions of certain state securities laws or in accordance with Regulation S of the Securities Act (“Regulation S”), and that such Shares may not be transferred by the Management Stockholder unless the Shares have been registered under the Securities Act and applicable state securities laws or are transferred in a transaction exempt therefrom.  The Company represents and warrants that the issuance of the Shares was, or will be, made in reliance on the exemption from the registration requirements provided by Rule 701 promulgated under the Securities Act.

(iv)          The Management Stockholder represents that he or she has reached the age of 21 and has full power and authority to execute and deliver this Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and has adequate means for providing for his or her current financial needs and anticipated future needs and possible contingencies and emergencies and has no need for liquidity in the investment in the Shares.  The execution and delivery of this Agreement will not violate or be in conflict with any order, judgment, injunction, agreement or controlling document to which the undersigned is a party or by which it is bound;

(v)           The Management Stockholder understands that no public market now exists for any of the securities issued by the Company; and

(vi)          Such Management Stockholder acknowledges that he or she has been advised that (A) a restrictive legend in the form set forth below will be placed on any certificate representing the Shares and (B) a notation will be made in the appropriate records of the Company indicating that the Shares are subject to restrictions on transfer and appropriate stop transfer restrictions will be issued to the Company’s transfer agent with respect to the Shares.  Any certificate representing Shares issued to Management Stockholder shall bear the following legends on the face thereof:

“THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, APPLICABLE STATE SECURITIES LAWS AND APPLICABLE FOREIGN SECURITIES LAWS, AND MAY NOT BE TRANSFERRED OR SOLD UNLESS (I) A REGISTRATION STATEMENT UNDER SUCH ACT IS THEN IN EFFECT WITH RESPECT THERETO, (II) A WRITTEN OPINION FROM COUNSEL FOR THE ISSUER OR COUNSEL FOR THE MANAGEMENT STOCKHOLDER REASONABLY ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED OR (III) A ‘NO ACTION’ LETTER’ OR ITS THEN EQUIVALENT HAS BEEN ISSUED BY THE STAFF OF THE SECURITIES AND EXCHANGE COMMISSION WITH RESPECT TO SUCH TRANSFER OR SALE.”

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A MANAGEMENT STOCKHOLDERS AGREEMENT, DATED AS OF NOVEMBER 3, 2006, AMONG ENCORE MEDICAL CORPORATION, THE SPONSOR, HOLDCO AND THE OTHER PARTIES THERETO, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE ISSUER. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH MANAGEMENT STOCKHOLDERS AGREEMENT. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH MANAGEMENT STOCKHOLDERS AGREEMENT.”

(c)           Additional Representations of Non-U.S. Persons.  If the Management Stockholder is not a “U.S. Person,” then the Management Stockholder hereby represents and warrants the following:

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(i)            No offer or sale of the Shares was made to the Management Stockholder in the United States;

(ii)           The Management Stockholder is not acquiring the Shares for the account or on behalf of any U.S. Person;

(iii)          The Management Stockholder has not made any pre-arrangement to transfer the Shares to a U.S. Person or to return the Shares to the United States securities markets (which includes short sales in the United States within the Restricted Period to be covered by delivery of Shares) and is not acquiring the Shares as part of any plan or scheme to evade the registration requirements of Section 2(a)(11) of the Securities Act;

(iv)          All offers and sales of the Shares by the Management Stockholder in the United States or to U.S. Persons or otherwise, whether prior to or after the expiration of the Restricted Period (defined below), shall be made only pursuant to a registration of the Shares under the Securities Act or an exemption from registration. The Management Stockholder also understands that the Company will, in order to approve removal of the restrictive legend from certificates evidencing the Shares, require from the Management Stockholder (A) certain written representations to indicate that the sale of the Shares was made in a transaction that complies with the provisions of Regulation S and (B) require a legal opinion in accordance with Section 2(b) hereof that removal of the legend is appropriate;

(v)           The Management Stockholder has not engaged in any “directed selling efforts” (as defined in Regulation S) in the United States regarding the Shares, nor has it engaged in any act intended to or which reasonably might have the effect of preconditioning the U.S. market for the resale of the Shares;

(vi)          The Management Stockholder is not a “distributor” as defined in Regulation S.  However, if the Management Stockholder should be deemed to be a distributor prior to reselling the Shares to a non-U.S. Person during the applicable restricted period under Regulation S (the “Restricted Period”), the Management Stockholder will send a notice to each new subscriber of the Shares that such new subscriber is subject to the restrictions of Regulation S during the Restricted Period;

(vii)         The Management Stockholder is not an “underwriter” or “dealer” (as such terms are defined in the federal securities laws of the United States), and the purchase of the Shares by the Management Stockholder is not a transaction (or part of a series of transactions) that is part of any plan or scheme to evade the registration provisions of the Securities Act.  If the Management Stockholder becomes an affiliate of the Company at any time after purchasing the Shares, the Management Stockholder understands and agrees that every sale made by it thereafter must be made in compliance with the provisions of Rule 144 of the Securities Act (except for the two-year holding period requirement), including the filing of Form 144 with the Commission at the time of the sale, as required under Rule 144.  The Management Stockholder understands and agrees that the provisions of Rule 144, if at any time applicable to it, are separate and apart from an independent of any restrictions imposed by Regulation S and will apply even after the expiration of the Restricted Period;

(viii)        The Management Stockholder does not have a short position in the Shares of the Company and will not have a short position in such securities at any time prior to the expiration of the Restricted Period; and

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(ix)           If at any time after the expiration of the Restricted Period the Management Stockholder wishes to transfer or attempts to transfer the Shares to a U.S. Person, the Management Stockholder agrees to notify the Company if at such time it is an “affiliate” of the Company or is then acting as an “underwriter,” “dealer” or “distributor” as to such Shares (as such terms are defined in the federal securities laws of the United States or the regulations promulgated thereunder, including, but not limited to, Regulation S), or if such transfer is being made as part of a plan or scheme to evade the registration provisions of the Securities Act.

10.Confidentiality.

No Management Stockholder will at any time (whether during or after such Management Stockholder’s employment with the Company or one of its Subsidiaries) (x) retain or use, directly or indirectly, for the benefit, purposes or account of such Management Stockholder or any other Person (other than the Company or its Affiliates), or (y) disclose, divulge, reveal, communicate, share, transfer or provide access to any Person outside the Company (or its Subsidiaries, as appropriate) (other than the Company’s and its Subsidiaries’ professional advisers who are bound by confidentiality obligations no less stringent than those provided for in this Agreement), any non-public, proprietary or confidential information (including, without limitation, trade secrets, know-how, research and development, software, databases, inventions, processes, formulae, technology, designs and other intellectual property, information concerning finances, investments, profits, pricing, costs, products, services, vendors, customers, clients, partners, investors, personnel, compensation, recruiting, training, advertising, sales, marketing, promotions, government and regulatory activities and approvals) concerning the past, current or future business, activities and operations of the Company or its Affiliates and/or any third party that has disclosed or provided any of same to the Company on a confidential basis (“Confidential Information”) without the prior written authorization of the Board of Directors (or the board of directors or the equivalent governing body of a Subsidiary of the Company, as applicable).

(a)           “Confidential Information” shall not include any information that is (i) generally known to the industry or the public other than as a result of a Management Stockholder’s breach of this covenant, (ii) made legitimately available to such Management Stockholder by a third party without breach of any confidentiality obligation, or (iii) required by law to be disclosed; provided, that such Management Stockholder shall give prompt written notice to the Company of such requirement, disclose no more information than is so required and cooperate with any attempts by the Company to obtain a protective order or similar treatment with respect to such information.

(b)           Upon termination of a Management Stockholder’s employment with the Company (or its Subsidiary, as appropriate) for any reason, such Management Stockholder (and any of his or her Permitted Transferees that may hold Shares) shall:  (i) cease and not thereafter commence use of any Confidential Information or intellectual property (including, without limitation, any patent, invention, copyright, trade secret, trademark, trade name, logo, domain name or other source indicator) owned or used by the Company or its Affiliates; (ii) immediately destroy, delete or return to the Company, at the Company’s option, all originals and copies in any form or medium (including memoranda, books, papers, plans, computer files, letters and other data) in such Management Stockholder’s possession or control (including any of the foregoing stored or located in such Management Stockholder’s office, home, laptop or other computer, whether or not property of the Company) that contain Confidential Information or otherwise relate to the business of the Company or its Affiliates, except that such Management Stockholder may retain only those portions of any personal notes, notebooks and diaries that do not contain any Confidential Information; and (iii) notify and fully cooperate with the Company

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regarding the delivery or destruction of any other Confidential Information of which such Management Stockholder is or becomes aware.

(c)           If the confidentiality provisions of an applicable employment agreement between a Management Stockholder and the Company (or one of its Subsidiaries) conflicts with this Section 10, then the confidentiality provisions of such employment agreement shall control for purposes of determining whether a breach of this Section 10 has occurred, including the remedy provisions provided for in Section 10(d) hereof.

(d)           Each Management Stockholder agrees that if he breaches the confidentiality covenant set forth in this Section 10, the Company will suffer irreparable damages and such Management Stockholder will receive a benefit for which such Management Stockholder had not paid.  Each Management Stockholder agrees that (i) damages at law will be difficult to measure and an insufficient remedy to the Company in the event that such Management Stockholder violates the terms of this Section 10 and (ii) the Company shall be entitled, upon application to a court of competent jurisdiction, to obtain injunctive relief to enforce the provisions of this Section 10 without the necessity of posting a bond or other security or proving actual damages, which injunctive relief shall be in addition to any other rights or remedies available to the Company.  No remedy shall be exclusive of any other, and neither application for nor obtaining injunctive or other relief shall preclude any other remedy available, including money damages and reasonable attorneys’ fees.

11.Employment by the Company.

Nothing contained in this Agreement (a) obligates the Company or any Affiliate of the Company to employ the Management Stockholder in any capacity whatsoever or (b) prohibits or restricts the Company (or any Affiliate of the Company) from terminating the employment of the Management Stockholder at any time or for any reason whatsoever, with or without Cause, and the Management Stockholder hereby acknowledges and agrees that neither the Company nor any other Person has made any representations or promises whatsoever to the Management Stockholder concerning the Management Stockholder’s employment or continued employment by the Company or any Affiliate of the Company.

12.Taxes.

The Company will have the right to deduct from any cash payment made under this Agreement to the Management Stockholders any federal, state or local income or other taxes required by law to be withheld with respect to such payment.

13.After-Acquired Securities.

Each Management Stockholder agrees that, except as otherwise provided herein, all of the provisions of this Agreement shall apply to all of the Shares now owned or which may be issued or transferred hereafter to a Management Stockholder in consequence of any additional issuance, purchase, transfer, exchange or reclassification of any of such Shares, corporate reorganization, or any other form of recapitalization, consolidation, merger, share split or share dividend, or which are acquired by a Management Stockholder in any other manner; provided, however, that the provisions of this Agreement shall not apply to any shares of Common Stock acquired by the Management Stockholder after the Initial Public Offering (except for shares of Common Stock issued upon the exercise of Common Stock Equivalents held by the Management Stockholder prior to the Initial Public Offering).

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14.Recapitalization, Exchange, Etc.

The provisions of this Agreement shall apply, to the full extent set forth herein with respect to the Shares, to any and all shares of capital stock of the Company, Common Stock Equivalents or other securities of the Company that may be issued in respect of, in exchange for, or in substitution of the Shares. If, and as often as, there are any changes in the Shares or the Common Stock Equivalents, by way of any stock dividends, splits, reverse splits, combinations, or reclassifications, or through merger, consolidation, reorganization or recapitalization or by any other means occurring after the date of this Agreement, appropriate adjustment shall be made to the provisions of this Agreement, as may be required, so that the rights, privileges, duties and obligations hereunder shall continue with respect to the Shares as so changed.

15.Notices.

All notices, demands or other communications provided for or permitted hereunder shall be made in writing and shall be by registered or certified first class mail, return receipt requested, telecopier, courier service, or personal delivery:

if to the Company:

Encore Medical Corporation

9800 Metric Boulevard

Austin, TX 78758

Telecopy:  (512) 834-6310

Attention: General Counsel

if to the Blackstone Encore Stockholders, the Sponsor or Blackstone:

c/o The Blackstone Group L.P.

345 Park Avenue, 31st Floor

New York, NY 10154

Telecopy: (212) 583-5722

Attention: Chinh Chu

with a required copy (which shall not constitute notice) to:

Reed Smith LLP

599 Lexington Avenue

New York, NY 10022

Telecopy: (212) 521-5450

Attention:       John J. Altorelli / Mark G. Pedretti / Brian E. Burns

if to a Management Stockholder, to him or her at his or her address or telecopy number set forth in the books and records of the Company.

with a required copy (which shall not constitute notice) to:

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY 10019

Telecopy: (212) 728-9635

Attention:  David E. Rubinsky

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All such notices, demands and other communications shall be deemed to have been duly given: when delivered by hand, if personally delivered; when delivered by courier, if delivered by commercial courier service; five (5) Business Days after being deposited in the mail, postage prepaid, if mailed; and when receipt is mechanically acknowledged, if telecopied. Any Party may by notice given in accordance with this Section 15 designate another address or Person for receipts of notices hereunder.

16.Successors, Assigns and Transferees.

The provisions of this Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their Permitted Transferees, transferees under Section 2(d) hereof and their respective successors, each of which such Permitted Transferees and other transferees shall agree, in a writing in form and substance satisfactory to the Company, to become a Party hereto and be bound (subject to Section 26 hereof) to the same extent as its transferor hereby (including, without limitation, Sections 2 through 8 hereof); provided, that no Management Stockholder may assign to any Permitted Transferee or transferee under Section 2(d) hereof any of its rights hereunder other than in connection with a transfer of Shares to such Permitted Transferee or other transferee in accordance with the provisions of this Agreement.

17.Amendment and Waiver.

(a)           No failure or delay on the part of any Party hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Parties hereto at law, in equity or otherwise.

(b)           Any amendment, supplement, modification or waiver of or to any provision of this Agreement shall be effective only if it is made or given in writing and signed by (i) the Company and (ii) Parties which own, on a fully diluted basis (assuming the conversion, exercise or exchange of all Common Stock Equivalents that are then vested), shares of Common Stock representing at least a majority of the voting power represented by all Common Stock outstanding on a fully diluted basis and owned by all Parties; provided, however, that this Agreement shall not be amended, supplemented or modified or any provision waived in a manner that materially affects the Management Stockholders and their Permitted Transferees in an adverse manner without the prior written consent of holders of a majority of the Common Stock then beneficially owned by the Management Stockholders and their Permitted Transferees; provided, further, that this Agreement shall not be amended, supplemented or modified or any provision waived in a manner that materially and disproportionately affects the rights and obligations of one or more Management Stockholders and its or their Permitted Transferees relative to the rights and obligations of the other Management Stockholders and their Permitted Transferees in an adverse manner without the prior written consent of such disproportionately affected Management Stockholder(s) or Permitted Transferee(s), as applicable; provided, further, that Section 7 of this Agreement shall not be amended, supplemented or modified or any provision thereof waived in a manner that materially affects the rights and obligations of one or more Management Stockholders and its or their Permitted Transferees in an adverse manner without the prior written consent of such Management Stockholder(s) or Permitted Transferee(s), as applicable.  Any aforementioned amendment, supplement, modification, waiver or consent shall be binding upon the Company, the Blackstone Encore Stockholders, the Sponsor and all of the Management Stockholders.

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18.Counterparts.

This Agreement may be executed in any number of counterparts (including via facsimile), each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Any counterpart or other signature hereupon delivered by facsimile shall be deemed for all purposes as constituting good and valid execution and delivery of this Agreement by such Party.

19.Specific Performance; Injunctive Relief.

The Parties hereto intend that each of the Parties hereto be given the right to seek damages or specific performance in the event that any other Party hereto fails to perform such Party’s obligations hereunder. Therefore, if any Party shall institute any action or proceeding to enforce the provisions hereof, any Party against whom such action or proceeding is brought hereby waives any claim or defense therein that the plaintiff Party has an adequate remedy at law.

20.Headings; Interpretation.

The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. In this Agreement, unless the context otherwise requires, words in the singular number or in the plural number will each include the singular number and the plural number, words of the masculine gender will include the feminine and the neuter, and, when the sense so indicates, words of the neuter will refer to any gender.

21.Severability.

If any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired, unless the provisions held invalid, illegal or unenforceable shall substantially impair the benefits of the remaining provisions hereof.

22.Entire Agreement.

This Agreement, any option agreements entered into between the Company and the Management Stockholders and the other documents referred to herein or delivered pursuant hereto contain the entire understanding of the Parties with respect to the subject matter hereof and thereof. There are no agreements, representations, warranties, covenants or undertakings with respect to the subject matter hereof and thereof other than those expressly set forth herein and therein.

23.Further Assurances.

Each of the Parties shall, and shall cause their respective Affiliates to, execute such documents and perform such further acts as may be reasonably required or desirable to carry out or to perform the provisions of this Agreement.

24.Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to any conflict of law principles thereof.

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25.Consent to Jurisdiction; No Jury Trial.

Any legal action, suit or proceeding arising out of or relating to this Agreement may be instituted in any federal court in the Southern District of New York, or in any state court in which venue would otherwise be properly located in the Southern District of New York, and each Party waives any objection which such Party may now or hereafter have to the laying of the venue of any such action, suit or proceeding, and irrevocably submits to the jurisdiction of any such court. Any and all service of process and any other notice in any such action, suit or proceeding will be effective against any Party if given as provided herein. Nothing herein contained will be deemed to affect the right of any Party to serve process in any manner permitted by law or to commence legal proceedings or otherwise proceed against any other Party in any jurisdiction other than New York.  THE PARTIES HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, SUIT PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY OF THEM AGAINST THE OTHERS IN ANY MATTERS ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT.

26.Additional Management Stockholders.

Any Person that becomes party to a stock subscription agreement or an option agreement after the date hereof may become a Party hereto and may become bound hereby by countersigning this Agreement (which shall not require the consent of the Management Stockholders) or entering into a supplemental agreement with the Company agreeing to be bound by the terms hereof (or only specific sections hereof) in the same manner as the other Management Stockholders.  Each such supplemental agreement shall become effective upon its execution by the Company, any of the Blackstone Encore Stockholders and such Person, and it shall not require the signature or consent of any other Party. Such supplemental agreement may modify some of the terms hereof as they affect such Person.

[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.]

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IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Management Stockholders Agreement on the date first written above.

BLACKSTONE CAPITAL PARTNERS V L.P.
By: Blackstone Management Associates V L.L.C., its General Partner
	By:	/s/ Chinh E. Chu
		Name: Chinh E. Chu
		Title: Authorized Person
BLACKSTONE FAMILY INVESTMENT PARTNERSHIP V L.P.
By: Blackstone Management Associates V L.L.C., its General Partner
	By:	/s/ Chinh E. Chu
		Name: Chinh E. Chu
		Title: Authorized Person
BLACKSTONE FAMILY INVESTMENT PARTNERSHIP V-A L.P.
By: Blackstone Management Associates V L.L.C., its General Partner
	By:	/s/ Chinh E. Chu
		Name: Chinh E. Chu
		Title: Authorized Person
BLACKSTONE PARTICIPATION PARTNERSHIP V L.P.
By: Blackstone Management Associates V L.L.C., its General Partner
	By:	/s/ Chinh E. Chu
		Name: Chinh E. Chu
		Title: Authorized Person
GRAND SLAM HOLDINGS, LLC
	By:	/s/ Chinh E. Chu
		Name: Chinh E. Chu
Title: President

ENCORE MEDICAL CORPORATION
By:	/s/ Harry L. Zimmerman
	Name: Harry L. Zimmerman
	Title: Executive Vice President and General Counsel

KENNETH W. DAVIDSON

  /s/ Kenneth W. Davidson

PAUL D. CHAPMAN

  /s/ Paul D. Chapman

PETER W. BAIRD

  /s/ Peter W. Baird

HARRY L. ZIMMERMAN

  /s/ Harry L. Zimmerman

WILLIAM W. BURKE

  /s/ William W. Burke

JACK F. CAHILL

  /s/ Jack F. Cahill

SCOTT A. KLOSTERMAN

  /s/ Scott A. Klosterman

BRIAN T. ENNIS

  /s/ Brian T. Ennis

Annex I

FORM OF CONSENT OF SPOUSE¹

Reference is made to the Management Stockholders Agreement, signed by                                                          (the “Management Stockholder”) and dated as of November 3, 2006 (the “Agreement”), among Encore Medical Corporation, a Delaware corporation, the Sponsors, Holdco and the other parties listed on the signature pages thereto, as the same may be subsequently modified, supplemented or amended in accordance with its terms.  Capitalized terms used but not otherwise defined herein will have the meanings set forth in the Agreement.

The undersigned is the spouse of the Management Stockholder and hereby acknowledges that s/he has read the attached Agreement and knows its content.  The undersigned is aware that, by its provisions, his or her spouse agrees to sell all or a portion of his or her Shares, whether now owned or later acquired through the exercise of stock options or otherwise, including his or her community property interest therein, if any, upon the occurrence of certain events.  The undersigned hereby consents to the sale, approves the provisions of the Agreement, and agrees that those Shares and his or her interest in them, if any, are subject to the provisions of the Agreement and that s/he will take no action at any time to hinder operation of the Agreement on those securities or his or her interest, if any, in them, and, to the extent required, will take any further action that is necessary to effectuate the provisions of the Agreement.

Name:

1We expect every Management Stockholder who is resident of one of the community property states (Arizona, California, Idaho, Louisiana, Nevada, New Mexico, Texas, Washington and Wisconsin) to have his or her spouse, if any, execute and deliver this consent as of the date of the Management Stockholders Agreement, or, if later, the date such Management Stockholder becomes a party to the Management Stockholders Agreement.

Annex II

FORM OF ACKNOWLEDGMENT AND AGREEMENT

The undersigned wishes to receive from [                    ] (“Transferor”) [certain shares or certain options, warrants or other rights to purchase] [                ] shares, par value $0.01 per share, of common stock (the “Shares”) of Encore Medical Corporation, a Delaware corporation (the “Company”).

The Shares are subject to the Management Stockholders Agreement, dated as of November 3, 2006 (the “Agreement”), among the Company, the Sponsors, Holdco and the other parties listed on the signature pages thereto.  The undersigned has been given a copy of the Agreement and afforded ample opportunity to read and to have counsel review it, and the undersigned is thoroughly familiar with its terms and conditions.

Pursuant to the terms of the Agreement, the Transferor is prohibited from transferring such Shares and the Company is prohibited from registering the transfer of the Shares unless and until a transfer is made in accordance with the terms and conditions of the Agreement and the recipient of such Shares acknowledges the terms and conditions of the Agreement and agrees to be bound thereby.

The undersigned wishes to receive such Shares and have the Company register the transfer of such Shares.

In consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and to induce the Transferor to transfer such Shares to the undersigned and the Company to register such transfer, the undersigned does hereby acknowledge and agree that (i) he or she has been given a copy of the Agreement and afforded ample opportunity to read and to have counsel review it, and the undersigned is thoroughly familiar with its terms, (ii) the Shares are subject to the terms and conditions set forth in the Agreement and (iii) the undersigned does hereby agree fully to be bound thereby as a “Management Stockholder” under the Agreement and hereby makes the representations and warranties set forth therein (except to the extent that such representations do not, by their nature, apply to the undersigned), including those set forth in Section 2(d) thereof.

Name:

This                    day of                     ,             .

EX-10.23

Exhibit 10.23

ENCORE MEDICAL CORPORATION

ANNUAL BONUS PLAN

ENCORE MEDICAL CORPORATION (the “Company”) hereby establishes this ENCORE MEDICAL CORPORATION ANNUAL BONUS PLAN (the “Plan”) as of this 3^rd day of November, 2006, in accordance with the terms provided herein.

Section 1. Bonus Purposes. The Company’s main purposes in establishing the Bonus Plan are to maintain a competitive level of compensation and to align the interests of the Company’s employees with those of the Company’s shareholders and with the strategic objectives of the Company.

Section 2. Effective Date. The effective date of this Plan is November 3, 2006. The Plan will remain in effect from year to year through 2011 and until the payment of any benefits earned for such year (each calendar year shall be referred to herein as a “Plan Year”) until formally amended or terminated in accordance with Section 11.

Section 3. Eligibility. Each of the senior executive officers of the Company who are specified on Schedule A shall participate in the Plan. Each Plan participant shall be notified in writing of their participation and given a Plan document for their reference.

Section 4. Administration of the Plan. The Compensation Committee of the Board of Directors of the Company (the “Committee”) shall administer the Plan. The Committee has responsibility for all aspects of Plan administration, including interpreting and construing the Plan, approving and notifying Plan participants, ruling on any disagreement between Plan Participants, the Company, and any other interested parties, and maintaining final authority to modify or terminate the Plan. The interpretation and construction by the Committee of any provisions of the Plan shall be final. No member of the Committee shall be liable for any action or determination made in good faith on the Plan. The Committee may, in its discretion, designate another party to administer the Plan.

Section 5. Bonus amounts. The following bonus amounts shall be administered under the Plan:

•Target Bonus Amount;

•Supplemental Bonus Amount; and

•Retention Bonus Amount.

Section 6. Definitions. The following provides the definition of certain terms, as are used in the Plan:

(a)“Cause” shall have the meaning set forth in the individual participant’s Employment Agreement with the Company.

(b)“Disability” shall have the meaning set forth in the individual participant’s Employment Agreement with the Company.

(c)“EBITDA” shall mean “Consolidated EBITDA”, as defined in that certain 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 Securities (USA) LLC, as Syndication Agent, General

Electric Capital Corporation, as Documentation Agent, and Banc Of America Securities LLC and Credit Suisse Securities (USA) LLC, as Lead Arrangers and Book Runners.

(d)“Free Cash Flow” shall mean cash flow from operations as presented in the statement of cash flows

(x)increased, without duplication, by

(1)cash payments for interest expense on borrowed money,

(2)the cash tax cost incurred with respect to interest income and

(3)cash flows from discontinued operations to the extent that such amounts are not reflected as a source of cash from operations in the statement of cash flows, and

(y)decreased, without duplication, by

(1)uses of cash reflected as investing activities, excluding purchases of held to maturity securities, and excluding amounts expended on acquisitions of businesses, assets or product lines from third parties,

(2)cash received for interest income on invested cash or cash equivalents,

(3)the cash tax benefit realized during the period with respect to interest expense on borrowed money and stock based compensation,

(4)minority interest expense, and

(5)uses of cash from discontinued operations to the extent that such amounts are not included as a use of cash from operations in the statement of cash flows.

For purposes of calculating Free Cash Flow, all amounts will be determined in accordance with GAAP, will consider changes in outstanding checks to be an operating cash flow and will exclude the effects of any sources or uses of cash outside the ordinary course of business (e.g., receivable financing).

(e)“GAAP” shall mean accounting principles generally accepted in the United States of America as applicable to the Company, subject to regulation by the Securities and Exchange Commission as in effect on the effective date of the Plan, and to the extent that alternative accounting treatments are permissible within those accounting principles, in accordance with the Company’s historical accounting policies.

(f)“Good Reason” shall have the meaning set forth in the individual participant’s Employment Agreement with the Company.

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Section 7. Determination of Bonus Amounts.

(a)Target Bonus Amount. For each Plan Year from 2007 through 2011, a participant shall be eligible to earn a Target Bonus Amount equal to 67% of the participant’s base salary in effect during such Plan Year, calculated on a weighted average monthly basis using the base salary in effect on the first day of each month, contingent upon (i) the satisfaction of the Free Cash Flow and EBITDA targets for such Plan Year specified on Schedule B, as determined by the Committee, and (ii) the Participant’s continued employment with the Company through the specified payment date for such Target Bonus Amount.

(b)Supplemental Bonus Amount. For each Plan Year from 2007 through 2011, a participant shall be eligible to earn a Supplemental Bonus Amount equal to 100% of the participant’s base salary in effect during such Plan Year, calculated on a weighted average monthly basis using the base salary in effect on the first day of each month, contingent upon (i) the satisfaction of the Free Cash Flow and EBITDA targets for such Plan Year specified on Schedule C, as determined by the Committee, and (ii) the participant’s continued employment with the Company through the specified payment date for such Supplemental Bonus Amount.

(c)Retention Bonus Amount. Each participant shall be eligible to receive a Retention Bonus Amount in the amount specified in the participant’s notice of participation, provided that such Retention Bonus Amount must be repaid to the Company if the participant’s employment with the Company is terminated prior to January 1, 2008, other than by reason of a termination by the Company without Cause, by the participant for Good Reason, or as a result of the participant’s death or Disability.

Section 8. Payments. No bonus amount shall be earned and a participant shall have no vested interest or entitlement to any bonus amount hereunder prior to its actual payment.

(a)Target Bonus Amount and Supplemental Bonus Amount. The Target Bonus Amount and the Supplemental Bonus Amount, if earned, shall be paid in cash to a participant. Payments shall be made within 2½ months following the end of a Plan Year. In the event that a participant’s employment is terminated as a result of the participant’s death or Disability prior to any specified payment date for the Target Bonus Amount or Supplemental Bonus Amount, the participant shall be deemed to be employed through the specified payment date for all purposes hereunder and shall be entitled to the Target Bonus Amount or Supplemental Bonus Amount at the same time it is paid to other Plan participants.

(b)Retention Bonus Amount. The Retention Bonus Amount shall be paid in cash to the participant upon the closing of the transactions contemplated in that certain Agreement and Plan of Merger by and among Grand Slam Holdings, LLC, Grand Slam Acquisitions Corp. and the Company, dated as of June 30, 2006. As a condition to payment, the participant shall agree in writing that such amount, if subject to repayment under Section 7(c), may be withheld from any amounts otherwise due to a participant, including without limitation salary, upon a participant’s separation from service with the Company; provided, however, that repayment at the time of separation from service shall be limited to the net after-tax portion of the Retention Bonus Amount that was originally received by the participant, and the balance of the Retention Bonus Amount shall be repaid at

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the time the participant receives a refund of the taxes paid with respect to the Retention Bonus Amount.

Section 9. No Rights to Employment. Nothing in the Plan shall confer any right on any employee to continue in the employ of the Company. Except as may be provided in an agreement with the participant or as otherwise provided herein, in the event that a participant’s employment is terminated for any reason prior to payment of a Target Bonus Amount or Supplemental Bonus Amount, such Target Bonus Amount and Supplemental Bonus Amount shall not be earned and shall be forfeited by the participant without any further action required by the Company. Except as provided in Section 7(c), in the event that a participant’s employment is terminated for any reason prior to payment of a Retention Bonus Amount, such bonus amount shall not be earned and shall be forfeited by the participant without any further action required by the Company.

Section 10. Amendment or Termination of this Plan. The Company shall have the right to amend or terminate the Plan at any time by written action approved by the Committee; provided, however, no such amendment may reduce the bonus opportunity or adversely affect the targets provided herein through 2011 or the payment of any such amounts earned, except with respect to amendments that are necessary to comply with applicable law, rule or regulation. The Company shall notify affected employees in writing of any amendment or Plan termination.

Section 11. Successors. In addition to any obligations imposed by law upon a successor to the Company, the Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the assets of the Company to expressly assume the Plan and agree to perform obligations hereunder in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.

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EX-10.24

Exhibit 10.24

EXECUTION COPY

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”).

BACKGROUND

1.             Grand Slam Holdings, LLC, a Delaware limited liability company (“Parent”), and Grand Slam Acquisition Corp., a Delaware corporation (“Merger Sub”), have engaged in a transaction in which Merger Sub has been merged with and into the Company, with the Company surviving (the “Merger”), pursuant to an Agreement and Plan of Merger among Parent, Merger Sub and the Company, dated as of June 30, 2006 (as amended from time to time, the “Merger Agreement”).

2.             BMP has expertise in the areas of finance, strategy, investment, acquisitions and other matters relating to the Company and its business and has facilitated the transactions referred to above and certain other related transactions (collectively, the “Transactions”) through its provision of financial and structural analysis, due diligence investigations, other advice and negotiation assistance with all relevant parties to the Transactions.  BMP has also provided advice and negotiation assistance with relevant parties in connection with the financing of certain of the Transactions as contemplated by the Merger Agreement.

3.             The Company desires to avail itself, for the term of this Agreement, of BMP’s expertise in providing financial and structural analysis, due diligence investigations, corporate strategy, other advice and negotiation assistance, which the Company believes will be beneficial to it, and BMP desires to provide the services to the Company as set forth in this Agreement in consideration of the payment of the fees described below.

4.             The rendering by BMP of the services described in this Agreement and the funding of equity by certain Affiliates of BMP, as described above, has been made and will be made on the basis that the Company will pay, or cause to be paid, the fees described below.

In consideration of the premises and agreements contained herein and of other good and valuable consideration, the sufficiency of which are hereby acknowledged, the parties agree as follows:

AGREEMENT

SECTION 1.         Transaction and M&A Advisory Fees.  In consideration of BMP undertaking financial and structural analysis, due diligence investigations, corporate strategy and other advice and negotiation assistance necessary in order to enable the Transactions to be consummated, the Company will pay BMP at the closing of the Merger (hereinafter referred to the “Effective Time”) (i) a non-refundable and irrevocable transaction fee of $8,200,000, and (ii) $412,498.81 in reimbursement for certain Out-of-Pocket Expenses (as defined below) incurred by BMP in connection with its due diligence investigations in the Transactions.  In consideration of the merger and acquisition advisory group of BMP rendering strategic and other advice and negotiation assistance to the Company in connection with identifying and evaluating certain potential transactions, the Company will pay BMP at the Effective Time a non-refundable and irrevocable advisory fee of $3,000,000.

SECTION 2.         Appointment.  The Company hereby engages BMP to render the Services (as defined below) on the terms and subject to the conditions of this Agreement.

SECTION 3.         Services.

(a)           BMP agrees that until the Termination Date (as defined below) or the earlier termination of its obligations under this Section 3(a) pursuant to Section 4(f) hereof, it will render to the Company, by and through itself, and its affiliates and such of their respective officers, employees, representatives, agents and third parties as BMP in its sole discretion may designate from time to time (its “Affiliates”), monitoring, advisory and consulting services in relation to the affairs of the Company and its subsidiaries, including, without limitation, (i) advice regarding the structure, distribution and timing of private or public debt or equity offerings and advice regarding relationships with the Company’s and its subsidiaries’ lenders and bankers, including in relation to the selection, retention and supervision of independent auditors, outside legal counsel, investment bankers or other financial advisors or consultants, (ii) advice regarding the strategy of the Company and its subsidiaries, (iii)  advice regarding the structuring and implementation of equity participation plans, employee benefit plans and other incentive arrangements for certain key executives of the Company, (iv) general advice regarding dispositions and/or acquisitions and (v) such other advice directly related or ancillary to the above financial advisory services as may be reasonably requested by the Company (collectively, the “Services”).  However, BMP will have no obligation to provide any other services to the Company absent an agreement between BMP and the Company over the scope of such other services and the payment therefor.

(b)           It is expressly agreed that the Services to be rendered hereunder will not include investment banking or other financial advisory services which may be provided by BMP or any of its Affiliates to the Company, or any of its affiliates, in connection with any specific acquisition, divestiture, disposition, merger, consolidation, restructuring, refinancing, recapitalization, issuance of private or public debt or equity securities (including, without limitation, an initial public offering of equity securities), financing or similar transaction by the Company or any of its subsidiaries.  BMP may be entitled to receive additional compensation for providing services of the type specified in the preceding sentence by mutual agreement of the Company or such subsidiary, on the one hand, and BMP or its relevant Affiliates, on the other hand.  In the absence of an express agreement regarding compensation for services performed by BMP or any of its Affiliates in connection with any such transaction specified in this Section 3(b), and without regard to whether any such services were performed, BMP shall be entitled to receive upon consummation of:

(i)            any such acquisition, divestiture, disposition, merger, consolidation, restructuring or recapitalization, a non-refundable and irrevocable fee equal to (x) 1% of the aggregate enterprise value of the acquired, divested, merged, consolidated, restructured or recapitalized entity (calculated, on a consolidated basis for such entity, as the sum of (1) the market value of its common equity (or the fair market value thereof if not publicly traded), (2) the value of its preferred stock (at liquidation value), (3) the book value of its minority interests and (4) its aggregate long- and short-term debt, less its cash and cash equivalents), or (y) if such transaction is structured as an asset purchase or sale, 1% of the consideration paid for or received in respect of the assets acquired or disposed of;

(ii)           any such refinancing, a non-refundable and irrevocable fee equal to 1% of the aggregate value of the securities subject to such refinancing; and

(iii)          any such issuance, a non-refundable and irrevocable fee equal to 1% of the aggregate value of the securities subject to such issuance.

(c)           Without affecting the rights of BMP under Section 3(b) hereof, if the Company or any of its subsidiaries determines that it is advisable for the Company or such subsidiary to hire a financial advisor, consultant, investment banker or any similar advisor in connection with any

acquisition, divestiture, disposition, merger, consolidation, restructuring, refinancing, recapitalization, issuance of private or public debt or equity securities (including, without limitation, an initial public offering of equity securities), financing or similar transaction, it will notify BMP of such determination in writing.  Promptly thereafter, upon the request of BMP, the parties will negotiate in good faith to agree upon appropriate services, compensation and indemnification for the Company or such subsidiary to hire BMP or one of its Affiliates for such services.  The Company and its subsidiaries may not hire any person, other than BMP or one of its Affiliates, to perform any such services unless all of the following conditions have been satisfied:  (i) the parties are unable to agree upon the terms of the engagement of BMP or its affiliate to render such services after 30 days following receipt by BMP of such written notice; (ii) such other person has a reputation that is at least equal to the reputation of BMP in respect of such services; (iii) ten business days have elapsed after the Company or such subsidiary provides a written notice to BMP of its intention to hire such other person, which notice shall identify such other person and shall describe in reasonable detail the nature of the services to be provided, the compensation to be paid and the indemnification to be provided; (iv) the compensation to be paid is not more than BMP or its affiliate was willing to accept in the negotiations described above; and (v) the indemnification to be provided is not more favorable to the Company or the applicable subsidiary than the indemnification that BMP or its affiliate was willing to accept in the negotiations described above.

SECTION 4.         Monitoring Fee.

(a)           In consideration of the Services being rendered by BMP, the Company will pay, or will cause to be paid, to BMP an annual non-refundable and irrevocable monitoring fee (the “Monitoring Fee”; the term “Monitoring Fee” as used in this Agreement with respect to any annual period means all amounts payable with respect to such annual period pursuant to Sections 4(b) or (c) hereof, as applicable; provided that notwithstanding anything to the contrary contained in this Agreement, the minimum annual Monitoring Fee payable to BMP shall be $3,000,000).

(b)           The Monitoring Fee for the year ending December 31, 2006 shall be equal to $3,000,000, which shall be paid, or caused to be paid, by the Company at the Effective Time in respect of Services to be rendered from the Effective Time to December 31, 2006.

(c)           The Monitoring Fee for fiscal year 2007 and each subsequent year shall be equal to $3,000,000.  The Company will pay, or cause to be paid, to BMP, such Monitoring Fee on January 1, 2007, and thereafter on January 1 of each subsequent year.

(d)           In the event the Company or any of its subsidiaries enters into a business combination transaction with another entity that is large enough to constitute a “significant subsidiary” of the Company under any of the relevant tests contained in Regulation S-X as promulgated by the Securities and Exchange Commission, the Company and BMP will mutually agree, following good faith negotiations, on an appropriate increase in the minimum annual Monitoring Fee as warranted by the increase in the Company’s size.  Such increase will be based on the percentage increase in the Company’s EBITDA determined on a pro forma basis giving effect to such business combination transaction.

(e)           To the extent the Company cannot pay, or cause to be paid, the Monitoring Fee for any reason, including by reason of any prohibition on such payment pursuant to any applicable law or the terms of any debt financing of the Company or its subsidiaries, the payment by the Company or any of its subsidiaries to BMP of the accrued and payable Monitoring Fee will be payable immediately on the earlier of (i) the first date on which the payment of such deferred Monitoring Fee is no longer prohibited under any contract applicable to the Company and the Company or its subsidiaries, as applicable, is otherwise able to make such payment, or

cause such payment to be made, and (ii) total or partial liquidation, dissolution or winding up of the Company.  Notwithstanding anything to the contrary herein, under any applicable law or under any contract applicable to the Company or its subsidiaries, any forbearance of collection of the Monitoring by BMP shall not be deemed to be a subordination of such payments to any other person, entity or creditor of the Company or its subsidiaries.  Any such forbearance shall be at BMP’s sole option and discretion and shall in no way impair BMP’s right to collect such payments.  Any installment of the Monitoring Fee not paid on the scheduled due date will bear interest, payable in cash on each scheduled due date, at an annual rate of 10%, compounded quarterly, from the date due until paid.

(f)            (i) Notwithstanding anything to the contrary contained in this Agreement, BMP may elect (in its sole discretion by the delivery of written notice to the Company) at any time in connection with or in anticipation of a change of control of the Company, a sale of all or substantially all of the Company’s assets or an initial public offering of common stock of the Company or its successor (or at any time thereafter) to receive, in consideration of the termination of the Services and for any remaining Monitoring Fees payable by the Company under this Agreement and in addition to any fees owing to BMP in connection with such transaction pursuant to Section 3(b) hereof, a single lump sum non-refundable and irrevocable cash payment (the “Lump Sum Fee”) equal to the then present value (using a discount rate equal to the yield to maturity on the date of such written notice of the class of outstanding U.S. government bonds having a final maturity closest to the twelfth anniversary of such written notice (the “Discount Rate”)) of all then current and future Monitoring Fees payable under this Agreement, assuming the Termination Date is the twelfth anniversary of the date of such election; provided, however, that in no event shall the Lump Sum Fee be reduced by any adjustment amounts paid or that may be payable by BMP pursuant to Section 4(b)(iii) or Section 4(c)(ii) hereof.  Promptly after the receipt of such written notice, the Company shall pay the Lump Sum Fee to BMP by wire transfer in same-day funds to the bank account designated by BMP, which payment shall not be refundable under any circumstances.  Following the payment of the Lump Sum Fee, the obligation of BMP to provide the Services hereunder, and the obligations of the Company to pay Monitoring Fees, shall be terminated, but all other provisions of this Agreement shall continue unaffected.

(ii)           To the extent the Company does not pay, or cause to be paid, any portion of the Lump Sum Payment by reason of any prohibition on such payment pursuant to any applicable law, the terms of any agreement or indenture governing indebtedness of the Company or its subsidiaries, any unpaid portion of the Lump Sum Payment shall be paid to BMP on the first date on which the payment of such unpaid amount is permitted under such agreement or indenture.  Notwithstanding anything to the contrary herein, under any applicable law or under any contract applicable to the Company or its subsidiaries, any forbearance of collection of the Lump Sum Fee by BMP shall not be deemed to be a subordination of such payments to any other person, entity or creditor of the Company or its subsidiaries.  Any such forbearance shall be at BMP’s sole option and discretion and shall in no way impair BMP’s right to collect such payments.  Any portion of the Lump Sum Payment not paid on the scheduled due date shall bear interest at an annual rate equal to the Discount Rate, compounded quarterly, from the date due until paid.

SECTION 5.         Reimbursements.  In addition to the fees payable pursuant to this Agreement, the Company will pay, or cause to be paid, directly, or reimburse BMP and each of its Affiliates for, their respective Out-of-Pocket Expenses (as defined below). For the purposes of this Agreement, the term “Out-of-Pocket Expenses” means the out-of-pocket costs and expenses incurred by BMP and its Affiliates in connection with the Transactions and the Services or other services provided by them under this Agreement (including prior to the Effective Time), or in order to make Securities and Exchange Commission and other legally

required filings relating to the ownership of capital stock of the Company or its successor by BMP or its Affiliates, or otherwise incurred by BMP or its Affiliates from time to time in the future in connection with the ownership or subsequent sale or transfer by BMP or its Affiliates of capital stock of the Company or its successor, including, without limitation, (a) fees and disbursements of any independent professionals and organizations, including independent accountants, outside legal counsel or consultants, retained by BMP or any of its Affiliates, (b) costs of any outside services or independent contractors such as financial printers, couriers, business publications, on-line financial services or similar services, retained or used by BMP or any of its Affiliates, and (c) transportation, per diem costs, word processing expenses or any similar expense not associated with BMP’s or its Affiliates’ ordinary operations.  All payments or reimbursements for Out-of-Pocket Expenses will be made by wire transfer in same-day funds promptly upon or as soon as practicable following request for payment or reimbursement in accordance with this Agreement, to the bank account indicated to the Company by the relevant payee.

SECTION 6.         Indemnification.

The Company will indemnify and hold harmless BMP, its Affiliates and their respective partners (both general and limited), members (both managing and otherwise), officers, directors, employees, agents and representatives (each such person being an “Indemnified Party”) from and against any and all actions, suits, investigations, losses, claims, damages and liabilities, including in connection with seeking indemnification, whether joint or several (the “Liabilities”), related to, arising out of or in connection with the Services or other services contemplated by this Agreement or the engagement of BMP pursuant to, and the performance by BMP of the Services or other services contemplated by, this Agreement, whether or not pending or threatened, whether or not an Indemnified Party is a party, whether or not resulting in any liability and whether or not such action, claim, suit, investigation or proceeding is initiated or brought by the Company.  The Company will reimburse any Indemnified Party for all reasonable costs and expenses (including reasonable attorneys’ fees and expenses and any other litigation-related expenses) as they are incurred in connection with investigating, preparing, pursuing, defending or assisting in the defense of any action, claim, suit, investigation or proceeding for which the Indemnified Party would be entitled to indemnification under the terms of the previous sentence, or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto.  The Company agrees that it will not, without the prior written consent of the Indemnified Party, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated hereby (if any Indemnified Party is a party thereto or has been threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of the Indemnified Party from all liability, without future obligation or prohibition on the part of the Indemnified Party, arising or that may arise out of such claim, action or proceeding, and does not contain an admission of guilt or liability on the part of the Indemnified Party.  The Company will not be liable under the foregoing indemnification provision with respect to any particular loss, claim, damage, liability, cost or expense of an Indemnified Party that is determined by a court, in a final judgment from which no further appeal may be taken, to have resulted solely from the gross negligence or willful misconduct of such Indemnified Party.  The attorneys’ fees and other expenses of an Indemnified Party shall be paid by the Company as they are incurred upon receipt, in each case, of an undertaking by or on behalf of the Indemnified Party to repay such amounts if it is finally judicially determined that the Liabilities in question resulted solely from the gross negligence or willful misconduct of such Indemnified Party.

The rights of an Indemnified Party to indemnification hereunder will be in addition to any other rights and remedies any such person may have under any other agreement or instrument to which each Indemnified Party is or becomes a party or is or otherwise becomes a beneficiary or under any law or regulation.

SECTION 7.         Accuracy of Information. The Company shall furnish or cause to be furnished to BMP such information as BMP believes reasonably appropriate to rendering the Services and other services contemplated by this Agreement and to comply with the Securities and Exchange Commission or other legal requirements relating to the beneficial ownership by BMP or its Affiliates of equity securities of the Company (all such information so furnished, the “Information”). The Company recognizes and confirms that BMP (a) will use and rely primarily on the Information and on information available from generally recognized public sources in performing the Services and other services contemplated by this Agreement without having independently verified the same, (b) does not assume responsibility for the accuracy or completeness of the Information and such other information and (c) is entitled to rely upon the Information without independent verification.

SECTION 8.         Term.  This Agreement will become effective as of the Effective Time and (except as otherwise provided herein) will continue until the “Termination Date,” which is the earliest of (i) the twelfth anniversary of the date hereof and (ii) such earlier date as the Company and BMP may mutually agree upon in writing; provided, that (x) the occurrence of the Termination Date will not affect the obligations of the Company to pay, or cause to be paid, any amounts accrued but not yet paid as of such date, (y) Section 5 hereof will remain in effect after the Termination Date with respect to Out-of-Pocket Expenses that were incurred prior to or within a reasonable period of time after the Termination Date, but which have not been paid to BMP in accordance with Section 5 hereof, and (z) the provisions of Sections 4(e), 4(f)(ii), 6, 7, 9 and 10 hereof will survive after the Termination Date.  The Monitoring Fee will accrue and be payable with respect to the entire fiscal year of the Company in which the Termination Date occurs.

SECTION 9.             Disclaimer, Opportunities, Release and Limitation of Liability.

(a)           Disclaimer; Standard of Care.  BMP makes no representations or warranties, express or implied, in respect of the Services to be provided by it hereunder.  In no event shall BMP be liable to the Company or any of its affiliates for any act, alleged act, omission or alleged omission that does not constitute gross negligence or willful misconduct of BMP as determined by a final, non-appealable determination of a court of competent jurisdiction.

(b)           Freedom to Pursue Opportunities.  In recognition that BMP and its Affiliates currently have, and will in the future have or will consider acquiring, investments in numerous companies with respect to which BMP or its Affiliates may serve as an advisor, a director or in some other capacity, in recognition that BMP and its Affiliates have myriad duties to various investors and partners, in anticipation that the Company, on the one hand, and BMP (or one or more Affiliates, associated investment funds or portfolio companies), on the other hand, may engage in the same or similar activities or lines of business and have an interest in the same areas of corporate opportunities, in recognition of the benefits to be derived by the Company hereunder, and in recognition of the difficulties which may confront any advisor who desires and endeavors fully to satisfy such advisor’s duties in determining the full scope of such duties in any particular situation, the provisions of this Section 9(b) are set forth to regulate, define and guide the conduct of certain affairs of the Company as they may involve BMP.  Except as BMP may otherwise agree in writing after the date hereof:

                (i)            BMP and its Affiliates shall have the right:  (A) to directly or indirectly engage in any business (including, without limitation, any business activities or lines of business that are the same as or similar to those pursued by, or competitive with, the Company and its subsidiaries); (B) to directly or indirectly do business with any client or customer of the Company and its subsidiaries; (C) to take any other action that BMP believes in good faith is necessary to or appropriate to fulfill its obligations as described in the first sentence of this Section 9(b); and (D) not to present potential transactions,

matters or business opportunities to the Company or any of its subsidiaries, and to pursue, directly or indirectly, any such opportunity for themselves, and to direct any such opportunity to another person.

                (ii)           BMP and its Affiliates shall have no duty (contractual or otherwise) to communicate or present any corporate opportunities to the Company or any of its affiliates or to refrain from any actions specified in Section 9(b)(i) hereof, and the Company, on its own behalf and on behalf of its affiliates, hereby irrevocably waives any right to require BMP or any of its Affiliates to act in a manner inconsistent with the provisions of this Section 9(b).

                (iii)          Neither BMP nor any of its Affiliates shall be liable to the Company or any of its affiliates for breach of any duty (contractual or otherwise) by reason of any activities or omissions of the types referred to in this Section 9(b) or of any such person’s participation therein.

(c)           Release.  The Company hereby irrevocably and unconditionally releases and forever discharges BMP and its Affiliates and their respective partners (both general and limited), members (both managing and otherwise), officers, directors, employees, agents and representatives from any and all liabilities, claims and causes of action in connection with the Services or other services contemplated by this Agreement or the engagement of BMP pursuant to, and the performance by BMP of the Services or other services contemplated by, this Agreement that the Company may have, or may claim to have, on or after the date hereof, except with respect to any act or omission that constitutes gross negligence or willful misconduct as determined by a final, non-appealable determination of a court of competent jurisdiction.

(d)           Limitation of Liability.  In no event will BMP or any of its Affiliates be liable to the Company or any of its affiliates for any indirect, special, incidental or consequential damages, including, without limitation, lost profits or savings, whether or not such damages are foreseeable, or for any third-party claims (whether based in contract, tort or otherwise), relating to, in connection with or arising out of this Agreement, including, without limitation, the services to be provided by BMP or any of its Affiliates hereunder, or for any act or omission that does not constitute gross negligence or willful misconduct as determined by a final, non-appealable determination of a court of competent jurisdiction or in excess of the fees actually received by BMP hereunder.

SECTION 10.           Miscellaneous.

(a)           No amendment or waiver of any provision of this Agreement, or consent to any departure by any party hereto from any such provision, will be effective unless it is in writing and signed by each of the parties hereto. Any amendment, waiver or consent will be effective only in the specific instance and for the specific purpose for which given. The waiver by any party of any breach of this Agreement will not operate as or be construed to be a waiver by such party of any subsequent breach.

(b)           Any notices or other communications required or permitted hereunder shall be made in writing and will be sufficiently given if delivered personally or sent by facsimile with confirmed receipt, or by overnight courier, addressed as follows or to such other address of which the parties may have given written notice:

if to BMP:

c/o The Blackstone Group L.P.

345 Park Avenue

31st Floor

New York, New York 10154

Attention: Chinh E. Chu

Facsimile: (212) 583-5573

With a copy to:

Reed Smith LLP
599 Lexington Ave., 29^th Floor

New York, NY 10022

Facsimile: (212) 521-5450

if to the Company:

Encore Medical Corporation

9800 Metric Blvd

Austin, Texas 78758

Attn: Harry L. Zimmerman, Esq.

Facsimile: (512) 834-6300

Unless otherwise specified herein, such notices or other communications will be deemed received (i) on the date delivered, if delivered personally or sent by facsimile with confirmed receipt, and (ii) one business day after being sent by overnight courier.

(c)           This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof, and supersedes all previous oral and written (and all contemporaneous oral) negotiations, commitments, agreements and understandings relating hereto.

(d)           This Agreement will be governed by, and construed in accordance with, the laws of the State of New York without giving effect to any conflicts of law principles.

(e)           Each party to this Agreement, by its execution hereof, (i) hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in New York County, New York for the purpose of any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof, (ii) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its subsidiaries to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such proceeding brought in one of the above-named courts is improper, or that this Agreement or the subject matter hereof or thereof may not be enforced in or by such court and (iii) hereby agrees not to commence or maintain any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof or thereof other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise.  Notwithstanding the foregoing, to the extent that any party hereto is or becomes a party in any litigation in connection with which it may assert indemnification rights set forth in this agreement, the court in which such litigation is being heard shall be deemed to be included in clause (i) above.  Notwithstanding the foregoing, any party to this Agreement may commence and maintain an action to enforce a judgment of any of the above-named courts in any court of competent jurisdiction.  Each party hereto hereby consents to service of process in any such

proceeding in any manner permitted by New York law, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 10(b) hereof is reasonably calculated to give actual notice.

(f)            Except as otherwise contemplated by Section 3(a) hereof, neither this Agreement nor any of the rights or obligations hereunder may be assigned by the Company without the prior written consent of BMP; provided, however, that BMP may assign or transfer its duties or interests hereunder to any Affiliate at the sole discretion of BMP. Subject to the foregoing, the provisions of this Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Subject to the next sentence, no person or party other than the parties hereto and their respective successors or permitted assigns is intended to be a beneficiary of this Agreement. The parties acknowledge and agree that BMP and its Affiliates and their respective partners (both general and limited), members (both managing and otherwise), officers, directors, employees, agents and representatives are intended to be third-party beneficiaries under Section 6 hereof.

(g)           This Agreement may be executed by one or more parties to this Agreement on any number of separate counterparts (including by facsimile), and all of said counterparts taken together will be deemed to constitute one and the same instrument.

(h)           Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction will not invalidate or render unenforceable such provision in any other jurisdiction.

(i)            Each payment made by the Company pursuant to this Agreement shall be paid by wire transfer of immediately available federal funds to such account or accounts as specified by BMP to the Company prior to such payment.

THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.

IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Transaction and Monitoring Fee Agreement as of the date first written above.

BLACKSTONE MANAGEMENT PARTNERS V L.L.C.
By:	/s/ Chinh. E. Chu
	Name: Chinh E. Chu
	Title: Authorized Person

ENCORE MEDICAL CORPORATION
By:	/s/ Harry L. Zimmerman
	Name: Harry L. Zimmerman
	Title: Executive Vice President and General Counsel

EX-12.1

Exhibit 12.1

Computation of Ratio of Earnings to Fixed Charges

(in thousands)

	Successor			Predecessor
	November 4, 2006 through December 31,			January 1, 2006 through November 3,			Year Ended December 31,
	2006			2006			2005			2004			2003			2002
Earnings:
Income (loss) from continuing operations before income taxes and minority interests	$	(50,313	)	$	(57,456	)	$	15,548		$	8,502		$	(2,277	)	$	1,364
Plus: Fixed charges	8,853			36,106			29,452			7,474			5,579			7,449
Less: Interest expense capitalized	(36		)	(85		)	(193		)	—			—			—
Less: Minority interests in pretax income from continuing operations with no incurred fixed charges	(39		)	(158		)	(140		)	(95		)	—			—
Earnings (loss)from continuing operations, adjusted	$	(41,535	)	$	(21,593	)	$	44,667		$	15,881		$	3,302		$	8,813
Fixed Charges:
Interest expensed and capitalized	$	8,647		$	35,247		$	28,702		$	7,068		$	5,287		$	7,080
Estimated interest within rental expense	206			859			750			406			292			369
Total fixed charges	$	8,853		$	36,106		$	29,452		$	7,474		$	5,579		$	7,449
Ratio of earnings to fixed charges	—			—			1.52			2.12			—			1.18
Shortfall	(50,388		)	(57,699		)	—			—			(2,277		)	—

EX-21.1

Exhibit 21.1

Schedule of Subsidiaries of ReAble Therapeutics Finance LLC

ReAble Therapeutics Finance Corporation
ReAble Therapeutics LLC
Encore Medical GP, Inc., a Nevada corporation
Encore Medical Partners, Inc., a Nevada corporation
Encore Medical Asset Corporation, a Nevada corporation
Encore Medical, L.P., a Delaware limited partnership
Empi, Inc., a Minnesota corporation
Empi Corp., a Minnesota corporation
Empi Sales LLC, a Minnesota limited liability company
Empi Europe GmbH, a German corporation
Empi Germany GmbH, a German corporation
Ormed GmbH & Co. Kg, a German partnership
Ormed Ortho GmbH, a German corporation
Chattanooga Europe, B.V.B.A., a Belgian corporation
Compex Technologies LLC, a Minnesota limited liability company
EmpiCare Inc., a Kentucky corporation
Compex SA, a Swiss corporation
Compex Medical SA, a Swiss corporation
Compex Sport SA, a Swiss corporation
Compex SAS, a French corporation
Compex Medical GmbH, a German corporation
Medi-Compex Iberica Srl, a Spanish corporation
Compex Italia Srl, an Italian corporation
Cefar AB, a Swedish corporation
Cefar Medical GmbH, a German corporation
Cefar Matcher AB, a Swedish corporation
Cefar Norge AS, a Norwegian corporation
ATM S.A., a Spanish corporation
Cefar France SAS, a French corporation
ATM Madrid, a Spanish corporation

EX-23.5

Exhibit 23.5

Consent of Independent Registered Public Accounting Firm

The Board of Directors

ReAble Therapeutics Finance LLC:

We consent to the use in this Registration Statement on Form S-4 of our report dated March 30, 2007, with respect to the consolidated balance sheet of ReAble Therapeutics Finance LLC and subsidiaries (the “Successor”) as of December 31, 2006, and the related consolidated statements of operations, changes in membership equity and comprehensive loss, and cash flows for the period from November 4, 2006 through December 31, 2006, and the consolidated balance sheet of ReAble Therapeutics, Inc. (“RTI”) and subsidiaries (the “Predecessor”) as of December 31, 2005 and the related consolidated statements of operations, changed in stockholders’ equity and comprehensive income (loss), and cash flows for the period from January 1, 2006 through November 3, 2006, and the years ended December 31, 2005 and 2004 included herein and to the reference to our firm under the heading “Experts” in this registration statement on Form S-4.

Our report dated March 30, 2007 contains explanatory paragraphs related to (1) the Company’s adoption of Statement of Financial Accounting Standards No. 123(R), Share-Based Payment, as of January 1, 2006 and (2) the acquisition of all of the outstanding stock of RTI in a business combination accounted for as a purchase. As a result of the acquisition, the consolidated financial information for the period after the acquisition is presented on a different cost basis than that for the periods before the acquisition and, therefore, is not comparable.

/s/ KPMG LLP

Austin, Texas

April 16, 2007

EX-25.1

Exhibit 25.1

FORM T-1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)             o

THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)

New York	13-5160382
(State of incorporation if not a U.S. national bank)	(I.R.S. employer identification no.)
One Wall Street, New York, N.Y.	10286
(Address of principal executive offices)	(Zip code)

ReAble Therapeutics Finance LLC

ReAble Therapeutics Finance Corp.

(Exact name of obligor as specified in its charter)

(See attached pages for additional obligors)

Delaware	20-5653965
Delaware	20-5653825
(State or other jurisdiction of	(I.R.S. employer identification no.)
incorporation or organization)
9800 Metric Boulevard	78758
Austin, TX	(Zip code)
(Address of principal executive offices)

11.75% Senior Subordinated Notes Due 2014 and Guarantees Thereof

(Title of the indenture securities)

Item 1.    General information. Furnish the following information as to the Trustee:

A.            Name and address of each examining or supervising authority to which it is subject.

Name	Address
Superintendent of Banks of the State of New York	2 Rector Street New York, N.Y. 10006 and Albany, N.Y. 12203
Federal Reserve Bank of New York	33 Liberty Plaza, New York, N.Y. 10045
Federal Deposit Insurance Corporation	Washington, D.C. 20429
New York Clearing House Association	New York, N. Y. 10005

B.            Whether it is authorized to exercise corporate trust powers.

Yes.

Item 2.    Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

Items 3-15.            Not Applicable.

Item 16. List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1.A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637.)

2.A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 33-31019.)

3.The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 33-44051.)

4.A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

SIGNATURE

Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 3rd day of April, 2007.

THE BANK OF NEW YORK
By:	/s/ Mary LaGumina
Name: Mary LaGumina
Title: Vice President

EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK

of One Wall Street, New York, N.Y. 10286

And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business December 31, 2006, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

	Dollar Amounts In Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin	$	3,375.000
Interest-bearing balances	11,937,000
Securities:
Held-to-maturity securities	1,729,000
Available-for-sale securities	17,675,000
Federal funds sold and securities purchased under agreements to resell
Federal funds sold in domestic offices	3,953,000
Securities purchased under agreements to resell	162,000
Loans and lease financing receivables:
Loans and leases held for sale.	0
Loans and leases, net of unearned income	30,730,000
LESS: Allowance for loan and lease losses	286,000
Loans and leases, net of unearned income and allowance	30,444,000
Trading Assets	5,047,000
Premises and fixed assets (including capitalized leases)	830,000
Other real estate owned	1,000
Investments in unconsolidated subsidiaries and associated companies	292,000
Not applicable
Intangible assets:
Goodwill	2,747,000
Other intangible assets	981,000
Other assets	6,814,000
Total assets	$	85,987,000

LIABILITIES
Deposits:
In domestic offices	$	30,000,000
Noninterest-bearing	19,293,000
Interest-bearing	10,707,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs	33,219,000
Noninterest-bearing	472,000
Interest-bearing	32,747,000
Federal funds purchased and securities sold under agreements to repurchase
Federal funds purchased in domestic offices.	671,000
Securities sold under agreements to repurchase	185,000
Trading liabilities	2,479,000
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases).	2,076,000
Not applicable
Not applicable
Subordinated notes and debentures	1,955,000
Other liabilities	6,527,000
Total liabilities	$	77,112,000
Minority interest in consolidated subsidiaries	144,000
EQUITY CAPITAL
Perpetual preferred stock and related surplus.	0
Common stock	1,135,000
Surplus (exclude all surplus related to preferred stock)	2,134,000
Retained earnings	5,769,000
Accumulated other comprehensive income	-307,000
Other equity capital components	0
Total equity capital	8,731,000
Total liabilities, minority interest, and equity capital	$	85,987,000

ii

I, Thomas J. Mastro, Senior Vice President and Comptroller of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Thomas J. Mastro,

Senior Vice President and Comptroller

We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

Thomas A. Renyi
Gerald L. Hassell
Alan R. Griffith Directors

iii

EX-99.1

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Exhibit 99.1

REABLE THERAPEUTICS FINANCE LLC
REABLE THERAPEUTICS FINANCE CORPORATION

LETTER OF TRANSMITTAL

OFFER TO EXCHANGE
$200,000,000 PRINCIPAL AMOUNT OF THE ISSUERS' 11³/4% SENIOR SUBORDINATED NOTES DUE 2014, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR ANY AND ALL OF THE ISSUERS' OUTSTANDING 11³/4% SENIOR SUBORDINATED NOTES DUE 2014

THE EXCHANGE OFFER WILL EXPIRE AT 12:00 A.M. MIDNIGHT, NEW YORK CITY TIME,
ON                        , 2007 (THE "EXPIRATION DATE") UNLESS THE EXCHANGE OFFER IS EXTENDED. TENDERS MAY BE WITHDRAWN PRIOR TO 12:00 A.M. MIDNIGHT, NEW YORK CITY TIME,
ON                        , 2007.

The Exchange Agent for the Exchange Offer is:

THE BANK OF NEW YORK

By Registered or Certified Mail:	By Facsimile:	By Overnight Courier or Hand:
	To Confirm by Telephone:

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

        Holders of Outstanding Notes (as defined below) should complete this Letter of Transmittal either if Outstanding Notes are to be forwarded herewith or if tenders of Outstanding Notes are to be made by book-entry transfer to an account maintained by the Exchange Agent at the book-entry transfer facility specified by the holder pursuant to the procedures set forth in "The Exchange Offer — Book-Entry Delivery Procedures" and "The Exchange Offer — Procedures for Tendering Outstanding Notes" in the Prospectus (as defined below) and an "Agent's Message" (as defined below) is not delivered. If tender is being made by book-entry transfer, the holder must have an Agent's Message delivered in lieu of this Letter of Transmittal.

        Holders of Outstanding Notes whose certificates for such Outstanding Notes are not immediately available or who cannot deliver their certificates and all other required documents to the Exchange Agent on or prior to the Expiration Date or who cannot complete the procedures for book-entry transfer on a timely basis, must tender their Outstanding Notes according to the guaranteed delivery procedures set forth in "The Exchange Offers — Guaranteed Delivery Procedures" in the Prospectus.

        Unless the context otherwise requires, the term "holder" for purposes of this Letter of Transmittal means any person in whose name Outstanding Notes are registered or any other person who has obtained a properly completed bond power from the registered holder or any person whose Outstanding Notes are held of record by The Depository Trust Company ("DTC").

        The undersigned acknowledges receipt of the Prospectus dated                                    , 2007 (as it may be amended or supplemented from time to time, the "Prospectus") of ReAble Therapeutics Finance LLC, a Delaware limited liability company, and ReAble Therapeutics Finance Corporation, a Delaware corporation (the "Issuers"), and certain of the Issuers' subsidiaries (each, a "Guarantor" and collectively, the "Guarantors"), and this Letter of Transmittal (the "Letter of Transmittal"), which together constitute the Issuers' offer (the "Exchange Offer") to exchange an aggregate principal amount of up to $200,000,000 of the Issuers' 11³/4% Senior Subordinated Notes due 2014 which have been registered under the Securities Act of 1933, as amended (the "Securities Act") (the "Exchange Notes"), for any and all of the Issuers' outstanding 11³/4% Senior Subordinated Notes due 2014, (the "Outstanding Notes"). The Outstanding Notes are unconditionally guaranteed (the "Old Guarantees") by the Guarantors and the Exchange Notes will be unconditionally guaranteed (the "New Guarantees") by the Guarantors. Upon the terms and subject to the conditions set forth in the Prospectus and this Letter of Transmittal, the Guarantors offer to issue the New Guarantees with respect to all Exchange Notes issued in the Exchange Offer in exchange for the Old Guarantees of the Outstanding Notes for which such Exchange Notes are issued in the Exchange Offer. Throughout this Letter of Transmittal, unless the context otherwise requires and whether so expressed or not, references to the "Exchange Offer" include the Guarantors' offer to exchange the New Guarantees for the Old Guarantees, references to the "Exchange Notes" include the related New Guarantees and references to the "Outstanding Notes" include the related Old Guarantees.

        For each Outstanding Note accepted for exchange, the holder of such Outstanding Note will receive an Exchange Note having a principal amount equal to that of the surrendered Outstanding Note. The Exchange Notes will accrue interest at a rate of 11³/4% per annum, commencing on November 3, 2006, payable on May 15 and November 15 of each year.

        Capitalized terms used but not defined herein shall have the same meaning given them in the Prospectus.

YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT, WHOSE ADDRESS AND TELEPHONE NUMBER APPEAR ON THE FRONT PAGE OF THIS LETTER OF TRANSMITTAL.

        The undersigned has completed the appropriate boxes below and signed this Letter of Transmittal to indicate the action that the undersigned desires to take with respect to the Exchange Offer.

2

PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS
CAREFULLY BEFORE CHECKING ANY BOX BELOW.

        List below the Outstanding Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, the certificate numbers and aggregate principal amounts of Outstanding Notes should be listed on a separate signed schedule affixed hereto.

All Tendering Holders Complete Box 1:

Box 1* Description of Outstanding Notes Tendered Herewith
Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank, exactly as name(s) appear(s) on Certificate(s))		Certificate or Registration Number(s) of Outstanding Notes**	Aggregate Principal Amount Represented by Outstanding Notes	Aggregate Principal Amount of Outstanding Notes Being Tendered***
	Total:
*	If the space provided is inadequate, list the certificate numbers and principal amount of Outstanding Notes on a separate signed schedule and attach the list to this Letter of Transmittal.
**	Need not be completed by book-entry holders.
***	The minimum permitted tender is $2,000 in principal amount. All tenders must be in denominations of $2,000 and integral multiples of $1,000 in excess thereof in principal amount. Unless otherwise indicated in this column, the holder will be deemed to have tendered the full aggregate principal amount represented by such Outstanding Notes. See instruction 2.

Box 2
Book-Entry Transfer

o  CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

Name of Tendering Institution:

Account Number:

Transaction Code Number:

3

        Holders of Outstanding Notes that are tendering by book-entry transfer to the Exchange Agent's account at DTC can execute the tender through DTC's Automated Tender Offer Program ("ATOP") for which the transaction will be eligible. DTC participants that are accepting the Exchange Offer must transmit their acceptances to DTC, which will verify the acceptance and execute a book-entry delivery to the Exchange Agent's account at DTC. DTC will then send a computer-generated message (an "Agent's Message") to the Exchange Agent for its acceptance in which the holder of the Outstanding Notes acknowledges and agrees to be bound by the terms of, and makes the representations and warranties contained in, this Letter of Transmittal, and the DTC participant confirms on behalf of itself and the beneficial owners of such Outstanding Notes all provisions of this Letter of Transmittal (including any representations and warranties) applicable to it and such beneficial owner as fully as if it had completed the information required herein and executed and transmitted this Letter of Transmittal to the Exchange Agent. Each DTC participant transmitting an acceptance of the Exchange Offer through the ATOP procedures will be deemed to have agreed to be bound by the terms of this Letter of Transmittal. Delivery of an Agent's Message by DTC will satisfy the terms of the Exchange Offer as to execution and delivery of a Letter of Transmittal by the participant identified in the Agent's Message. DTC participants may also accept the Exchange Offer by submitting a Notice of Guaranteed Delivery through ATOP.

Box 3
Notice of Guaranteed Delivery
(See Instruction 2 below)

o  CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

Name(s) of Registered Holder(s):

Window Ticket Number (if any):

Name of Eligible Guarantor Institution that Guaranteed Delivery:

Date of Execution of Notice of Guaranteed Delivery:

IF GUARANTEED DELIVERY IS TO BE MADE BY BOOK-ENTRY TRANSFER:

Name of Tendering Institution:

Account Number:

Transaction Code Number:

4

Box 4
Return of Non-Exchanged Outstanding Notes
Tendered by Book-Entry Transfer

o  CHECK HERE IF OUTSTANDING NOTES TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED OUTSTANDING NOTES ARE TO BE RETURNED BY CREDITING THE ACCOUNT NUMBER SET FORTH ABOVE.

Box 5
Participating Broker-Dealer

o  CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE OUTSTANDING NOTES FOR YOUR OWN ACCOUNT AS A RESULT OF MARKET-MAKING OR OTHER TRADING ACTIVITIES AND WISH TO RECEIVE TEN (10) ADDITIONAL COPIES OF THE PROSPECTUS AND OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name:

Address:

        If the undersigned is not a broker-dealer, the undersigned represents that it is acquiring the Exchange Notes in the ordinary course of business and has no arrangement or understanding with any person to participate in a distribution of the Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Outstanding Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale or transfer of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. A broker-dealer may not participate in the Exchange Offer with respect to Outstanding Notes acquired other than as a result of market-making activities or other trading activities. Any broker-dealer who purchased Outstanding Notes from the Issuers to resell pursuant to Rule 144A under the Securities Act or any other available exemption under the Securities Act must comply with the registration and prospectus delivery requirements under the Securities Act.

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

5

Ladies and Gentlemen:

        Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Issuers the aggregate principal amount of the Outstanding Notes indicated above. Subject to, and effective upon, the acceptance for exchange of all or any portion of the Outstanding Notes tendered herewith in accordance with the terms and conditions of the Exchange Offer (including, if the Exchange Offer is extended or amended, the terms and conditions of any such extension or amendment), the undersigned hereby exchanges, assigns and transfers to, or upon the order of, the Issuers all right, title and interest in and to such Outstanding Notes as are being tendered herewith.

        The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as its true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that the Exchange Agent also acts as the agent of the Issuers, in connection with the Exchange Offer) with respect to the tendered Outstanding Notes, with full power of substitution and resubstitution (such power of attorney being deemed an irrevocable power coupled with an interest) to (1) deliver certificates representing such Outstanding Notes, or transfer ownership of such Outstanding Notes on the account books maintained by the book-entry transfer facility specified by the holder(s) of the Outstanding Notes, together, in each such case, with all accompanying evidences of transfer and authenticity to, or upon the order of, the Issuers, (2) present and deliver such Outstanding Notes for transfer on the books of the Issuers and (3) receive all benefits or otherwise exercise all rights and incidents of beneficial ownership of such Outstanding Notes, all in accordance with the terms of the Exchange Offer.

        The undersigned hereby represents and warrants that (a) the undersigned has full power and authority to tender, exchange, assign and transfer the Outstanding Notes tendered hereby, (b) when such tendered Outstanding Notes are accepted for exchange, the Issuers will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and (c) the Outstanding Notes tendered for exchange are not subject to any adverse claims or proxies when accepted by the Issuers. The undersigned hereby further represents that any Exchange Notes acquired in exchange for Outstanding Notes tendered hereby will have been acquired in the ordinary course of business of the person receiving such Exchange Notes, whether or not such person is the undersigned, that neither the holder of such Outstanding Notes nor any such other person has an arrangement or understanding with any person to participate in the distribution of such Exchange Notes, and that neither the holder of such Outstanding Notes nor any such other person is an "affiliate," as such term is defined in Rule 405 under the Securities Act, of the Issuers or any Guarantor. If the undersigned is a person in the United Kingdom, the undersigned represents that its ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business.

        The undersigned also acknowledges that this Exchange Offer is being made based on the Issuers' understanding of an interpretation by the staff of the Securities and Exchange Commission (the "SEC") as set forth in no-action letters issued to third parties, including Morgan Stanley & Co. Incorporated (available June 5, 1991), Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the SEC's letter to Shearman & Sterling, dated July 2, 1993, or similar no-action letters, that the Exchange Notes issued in exchange for the Outstanding Notes pursuant to the Exchange Offer may be offered for resale, resold and otherwise transferred by each holder thereof (other than a broker-dealer who acquires such Exchange Notes directly from the Issuers for resale pursuant to Rule 144A under the Securities Act or any other available exemption under the Securities Act or any such holder that is an "affiliate" of the Company or the Guarantors within the meaning of Rule 405 under the Securities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such Exchange Notes are acquired in the ordinary course of such holder's business and such holder is not engaged in, and does not intend to engage in, a distribution of such Exchange Notes and has no arrangement or understanding with any person to participate in the distribution of such Exchange Notes. If a holder of the Outstanding Notes is an affiliate of the Issuers

6

or the Guarantors, is not acquiring the Exchange Notes in the ordinary course of its business, is engaged in or intends to engage in a distribution of the Exchange Notes or has any arrangement or understanding with respect to the distribution of the Exchange Notes to be acquired pursuant to the Exchange Offer, such holder (x) may not rely on the applicable interpretations of the staff of the SEC and (y) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction. If the undersigned is a broker-dealer that will receive the Exchange Notes for its own account in exchange for the Outstanding Notes, it represents that the Outstanding Notes to be exchanged for the Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale or transfer of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        The undersigned will, upon request, execute and deliver any additional documents deemed by the Issuers or the Exchange Agent to be necessary or desirable to complete the exchange, assignment and transfer of the tendered Outstanding Notes or transfer ownership of such Outstanding Notes on the account books maintained by the book-entry transfer facility. The undersigned further agrees that acceptance of any and all validly tendered Outstanding Notes by the Issuers and the issuance of Exchange Notes in exchange therefor shall constitute performance in full by the Issuers of the Issuers' obligations under the Registration Rights Agreement, dated as of November 3, 2006, among the Issuers, the Guarantors named therein, Banc of America Securities LLC and Credit Suisse Securities (USA) LLC (the "Registration Rights Agreement"), and that the Issuers shall have no further obligations or liabilities thereunder except as provided in Section 8 of such agreement. The undersigned will comply with its obligations under the Registration Rights Agreement.

        The Exchange Offer is subject to certain conditions as set forth in the Prospectus under the caption "The Exchange Offer — Conditions to the Exchange Offer." The undersigned recognizes that as a result of these conditions (which may be waived, in whole or in part, by the Issuers), as more particularly set forth in the Prospectus, the Issuers may not be required to exchange any of the Outstanding Notes tendered hereby and, in such event, the Outstanding Notes not exchanged will be returned to the undersigned at the address shown above, promptly following the expiration or termination of the Exchange Offer. In addition, the Issuers may amend the Exchange Offer at any time prior to the Expiration Date if any of the conditions set forth under "The Exchange Offer — Conditions to the Exchange Offer" occur.

        All authority herein conferred or agreed to be conferred in this Letter of Transmittal shall survive the death or incapacity of the undersigned and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, administrators, trustees in bankruptcy and legal representatives of the undersigned. Tendered Outstanding Notes may be withdrawn at any time prior to the Expiration Date in accordance with the procedures set forth in the terms of this Letter of Transmittal.

        Unless otherwise indicated herein in the box entitled "Special Registration Instructions" below, please deliver the Exchange Notes (and, if applicable, substitute certificates representing the Outstanding Notes for any Outstanding Notes not exchanged) in the name of the undersigned or, in the case of a book-entry delivery of the Outstanding Notes, please credit the account indicated above. Similarly, unless otherwise indicated under the box entitled "Special Delivery Instructions" below, please send the Exchange Notes (and, if applicable, substitute certificates representing the Outstanding Notes for any Outstanding Notes not exchanged) to the undersigned at the address shown above in the box entitled "Description of Outstanding Notes Tendered Herewith."

THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF OUTSTANDING NOTES TENDERED HEREWITH" ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE OUTSTANDING NOTES AS SET FORTH IN SUCH BOX.

7

Box 6
SPECIAL REGISTRATION INSTRUCTIONS
(See Instructions 4 and 5)

        To be completed ONLY if certificates for the Outstanding Notes not tendered and/or certificates for the Exchange Notes are to be issued in the name of someone other than the registered holder(s) of the Outstanding Notes whose name(s) appear(s) above.

Issue:	o    Outstanding Notes not tendered to:
	o    Exchange Notes to:
Name(s):	(Please Print or Type)
Address:
	(Include Zip Code)

Daytime Area Code and Telephone Number:

Taxpayer Identification or Social Security Number:

Box 7
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 4 and 5)

        To be completed ONLY if certificates for the Outstanding Notes not tendered and/or certificates for the Exchange Notes are to be issued in the name of someone other than the registered holder(s) of the Outstanding Notes whose name(s) appear(s) above.

Issue:	o    Outstanding Notes not tendered to:
	o    Exchange Notes to:
Name(s):	(Please Print or Type)
Address:
	(Include Zip Code)

Daytime Area Code and Telephone Number:

Taxpayer Identification or Social Security Number:

8

Box 8
TENDERING HOLDER(S) SIGN HERE
(Complete accompanying substitute form W-9)

        Must be signed by the registered holder(s) (which term, for the purposes described herein, shall include the book-entry transfer facility whose name appears on a security listing as the owner of the Outstanding Notes) of the Outstanding Notes exactly as their name(s) appear(s) on the Outstanding Notes hereby tendered or by any person(s) authorized to become the registered holder(s) by properly completed bond powers or endorsements and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth the full title of such person. See Instruction 4.

(Signature(s) of Holder(s))

Date:

Name(s): (Please Print or Type)

Capacity (full title):

Address: (Including Zip Code)

Daytime Area Code and Telephone Number:

Taxpayer Identification or Social Security Number:

GUARANTEE OF SIGNATURE(S)
(If Required — See Instruction 4)

Authorized Signature:

Name:

Title:

Name of Firm:

Address of Firm:
	(Include Zip Code)

Area Code and Telephone Number:

Taxpayer Identification or Social Security Number:

9

Box 9
PAYER'S NAME: REABLE THERAPEUTICS FINANCE LLC                                 REABLE THERAPEUTICS FINANCE CORPORATION
SUBSTITUTE FORM W-9 Department of the Treasury Internal Revenue Service	Part 1—PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW	Name Social Security Number OR Employer Identification Number
	Part 2—Certification—UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT: (1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), and (2) I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the "IRS") that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and (3) I am a U.S. person (including a U.S. resident alien).
Payor's Request for Taxpayer Identification Number (TIN)	CERTIFICATE INSTRUCTIONS — You must cross out item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because of under-reporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out such item (2). The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.	Part 3 Awaiting TIN    o

Sign Here

Signature

NOTE:	FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF THE SUBSTITUTE FORM W-9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

        I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office, or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, 28% of all reportable payments made to me will be withheld.

Signature Date

10

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number for the payee (You) to Give the Payer. — Social security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employee identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer. All "Section" references are to the Internal Revenue Code of 1986, as amended. "IRS" is the Internal Revenue Service.

For this type of account:			Give the SOCIAL SECURITY number of —
1.	Individual		The individual
2.	Two or more individuals (joint account)		The actual owner of the or, if combined account fund, the first individual on the account1
3.	Custodian account of a minor (Uniform Gift to Minors Act)		The minor2
4.	a.	The usual revocable savings trust account (grantor is also trustee)	The grantor-trustee1
	b.	So-called trust that is not a legal or valid trust under state law	The actual owner1
5.	Sole proprietorship		The owner3
For this type of account:			Give the EMPLOYER IDENTIFICATION number of
6.	Sole proprietorship		The owner3
7.	A valid trust, estate, or pension trust		The legal entity4
8.	Corporate		The corporation
9.	Association, club, religious, charitable, educational, or other tax-exempt organization account		The organization
10.	Partnership		The partnership
11.	A broker or registered nominee		The broker or nominee
12.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments		The public entity

1.

List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person's number must be furnished.

2.

Circle the minor's name and furnish the minor's social security number.

3.

You must show your individual name, but you may also enter your business or "doing business as" name. You may use either your social security number or your employer identification number (if you have one).

4.

List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

NOTE:  IF NO NAME IS CIRCLED WHEN THERE IS MORE THAN ONE NAME, THE NUMBER WILL BE CONSIDERED TO BE THAT OF THE FIRST NAME LISTED.

11

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

Obtaining a Number

        If you don't have a taxpayer identification number or you don't know your number, obtain Form SS-5, Application for a Social Security Card, at the local Social Administration office, or Form SS-4, Application for Employer Identification Number, by calling 1 (800) TAX-FORM, and apply for a number.

Payees Exempt from Backup Withholding

Payees specifically exempted from withholding include:

•

An organization exempt from tax under Section 501(a), an individual retirement account (IRA), or a custodial account under Section 403(b)(7), if the account satisfies the requirements of Section 401(f)(2).



•

The United States or a state thereof, the District of Columbia, a possession of the United States, or a political subdivision or wholly-owned agency or instrumentality of any one or more of the foregoing.



•

An international organization or any agency or instrumentality thereof.



•

A foreign government and any political subdivision, agency or instrumentality thereof.

Payees that may be exempt from backup withholding include:

•

A corporation.



•

A financial institution.



•

A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States.



•

A real estate investment trust.



•

A common trust fund operated by a bank under Section 584(a).



•

An entity registered at all times during the tax year under the Investment Company Act of 1940.



•

A middleman known in the investment community as a nominee or custodian.



•

A futures commission merchant registered with the Commodity Futures Trading Commission.



•

A foreign central bank of issue.



•

A trust exempt from tax under Section 664 or described in Section 4947.

Payments of dividends and patronage dividends generally exempt from backup withholding include:

•

Payments to nonresident aliens subject to withholding under Section 1441.



•

Payments to partnerships not engaged in a trade or business in the United States and that have at least one nonresident alien partner.



•

Payments of patronage dividends not paid in money.



•

Payments made by certain foreign organizations.



•

Section 404(k) payments made by an ESOP.

12

Payments of interest generally exempt from backup withholding include:

•

Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and you have not provided your correct taxpayer identification number to the payer.



•

Payments of tax-exempt interest (including exempt-interest dividends under Section 852).



•

Payments described in Section 6049(b)(5) to nonresident aliens.



•

Payments on tax-free covenant bonds under Section 1451.



•

Payments made by certain foreign organizations.



•

Mortgage interest paid to you.

        Certain payments, other than payments of interest, dividends, and patronage dividends, that are exempt from information reporting are also exempt from backup withholding. For details, see the regulations under sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A and 6050N.

        Exempt payees described above must file Form W-9 or a substitute Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" IN PART 2 OF THE FORM, SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER.

Privacy Act Notice. — Section 6109 requires you to provide your correct taxpayer identification number to payers, who must report the payments to the IRS. The IRS uses the number for identification purposes and may also provide this information to various government agencies for tax enforcement or litigation purposes. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to payer. Certain penalties may also apply.

Penalties

(1)

Failure to Furnish Taxpayer Identification Number. — If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2)

Civil Penalty for False Information with Respect to Withholding. — If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

(3)

Criminal Penalty for Falsifying Information. — Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.

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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

General

        Please do not send certificates for Outstanding Notes directly to the Issuers. Your certificates for Outstanding Notes, together with your signed and completed Letter of Transmittal and any required supporting documents, should be mailed or otherwise delivered to the Exchange Agent at the address set forth on the first page hereof. The method of delivery of Outstanding Notes, this Letter of Transmittal and all other required documents is at your sole option and risk and the delivery will be deemed made only when actually received by the Exchange Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, or overnight or hand delivery service is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

        1.     Delivery of this Letter of Transmittal and Certificates; Guaranteed Delivery Procedures.    A holder of Outstanding Notes (which term, for the purposes described herein, shall include the book-entry transfer facility whose name appears on a security listing as the owner of the Outstanding Notes) may tender the same by (i) properly completing and signing this Letter of Transmittal or a facsimile hereof (all references in the Prospectus to the Letter of Transmittal shall be deemed to include a facsimile thereof) and delivering the same, together with the certificate or certificates, if applicable, representing the Outstanding Notes being tendered and any required signature guarantees and any other documents required by this Letter of Transmittal, to the Exchange Agent at its address set forth above on or prior to the Expiration Date, (ii) complying with the procedure for book-entry transfer described below or (iii) complying with the guaranteed delivery procedures described below.

        Holders who wish to tender their Outstanding Notes and (i) whose Outstanding Notes are not immediately available or (ii) who cannot deliver their Outstanding Notes, this Letter of Transmittal and all other required documents to the Exchange Agent on or prior to the Expiration Date or (iii) who cannot comply with the book-entry transfer procedures on a timely basis, must tender their Outstanding Notes pursuant to the guaranteed delivery procedure set forth in "The Exchange Offer — Guaranteed Delivery Procedures" in the Prospectus and by completing Box 3. Holders may tender their Outstanding Notes if: (i) the tender is made by or through an Eligible Guarantor Institution (as defined below); (ii) the Exchange Agent receives (by facsimile transmission, mail or hand delivery), on or prior to the Expiration Date, a properly completed and duly executed Notice of Guaranteed Delivery in the form provided with this Letter of Transmittal that (a) sets forth the name and address of the holder of Outstanding Notes, if applicable, the certificate number(s) of the Outstanding Notes to be tendered and the principal amount of Outstanding Notes tendered; (b) states that the tender is being made thereby; and (c) guarantees that, within three New York Stock Exchange trading days after the Expiration Date, the Letter of Transmittal, or a facsimile thereof, together with the Outstanding Notes or a book-entry confirmation, and any other documents required by the Letter of Transmittal, will be deposited by the Eligible Guarantor Institution with the Exchange Agent; or (iii) the Exchange Agent receives a properly completed and executed Letter of Transmittal, or facsimile thereof and the certificate(s) representing all tendered Outstanding Notes in proper form or a confirmation of book-entry transfer of the Outstanding Notes into the Exchange Agent's account at the appropriate book-entry transfer facility and all other documents required by this Letter of Transmittal within three New York Stock Exchange trading days after the Expiration Date.

        Any Holder who wishes to tender Outstanding Notes pursuant to the guaranteed delivery procedures described above must ensure that the Exchange Agent receives the Notice of Guaranteed Delivery relating to such Outstanding Notes prior to the Expiration Date. Failure to complete the guaranteed delivery procedures outlined above will not, of itself, affect the validity or effect a revocation of any Letter of Transmittal form properly completed and executed by a holder who attempted to use the guaranteed delivery procedures.

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        No alternative, conditional, irregular or contingent tenders will be accepted. Each tendering holder, by execution of this Letter of Transmittal (or facsimile thereof), shall waive any right to receive notice of the acceptance of the Outstanding Notes for exchange.

        2.     Partial Tenders; Withdrawals.    Tenders of Outstanding Notes will be accepted only in the principal amount of $2,000 and integral multiples of $1,000 in excess thereof. If less than the entire principal amount of Outstanding Notes evidenced by a submitted certificate is tendered, the tendering holder(s) must fill in the aggregate principal amount of Outstanding Notes tendered in the column entitled "Description of Outstanding Notes Tendered Herewith" in Box 1 above. A newly issued certificate for the Outstanding Notes submitted but not tendered will be sent to such holder promptly after the Expiration Date, unless otherwise provided in the appropriate box on this Letter of Transmittal. All Outstanding Notes delivered to the Exchange Agent will be deemed to have been tendered in full unless otherwise clearly indicated. Outstanding Notes tendered pursuant to the Exchange Offer may be withdrawn at any time prior to the Expiration Date, after which tenders of Outstanding Notes are irrevocable.

        To be effective with respect to the tender of Outstanding Notes, a written notice of withdrawal (which may be by telegram, telex, facsimile or letter) must: (i) be received by the Exchange Agent at the address for the Exchange Agent set forth above before the Issuers notify the Exchange Agent that it has accepted the tender of Outstanding Notes pursuant to the Exchange Offer; (ii) specify the name of the person who tendered the Outstanding Notes to be withdrawn; (iii) identify the Outstanding Notes to be withdrawn (including the principal amount of such Outstanding Notes, or, if applicable, the certificate numbers shown on the particular certificates evidencing such Outstanding Notes and the principal amount of Outstanding Notes represented by such certificates); (iv) include a statement that such holder is withdrawing its election to have such Outstanding Notes exchanged; (v) specify the name in which any such Outstanding Notes are to be registered, if different from that of the withdrawing holder; and (vi) be signed by the holder in the same manner as the original signature on this Letter of Transmittal (including any required signature guarantee). The Exchange Agent will return the properly withdrawn Outstanding Notes promptly following receipt of notice of withdrawal. If Outstanding Notes have been tendered pursuant to the procedure for book-entry transfer, any notice of withdrawal must specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn Outstanding Notes or otherwise comply with the book-entry transfer facility's procedures. All questions as to the validity, form and eligibility of notices of withdrawals, including time of receipt, will be determined by the Issuers, and such determination will be final and binding on all parties.

        Any Outstanding Notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offer. Any Outstanding Notes which have been tendered for exchange but which are not accepted for exchange for any reason will be returned to the holder thereof without cost to such holder (or, in the case of Outstanding Notes tendered by book-entry transfer into the Exchange Agent's account at the book entry transfer facility pursuant to the book-entry transfer procedures described above, such Outstanding Notes will be credited to an account with such book-entry transfer facility specified by the holder) promptly after withdrawal, rejection of tender or termination of the Exchange Offer. Properly withdrawn Outstanding Notes may be retendered by following one of the procedures described under the caption "The Exchange Offer — Procedures for Tendering Outstanding Notes" in the Prospectus at any time prior to the Expiration Date.

        Neither the Issuers, any affiliate or assigns of the Issuers, the Exchange Agent nor any other person will be under any duty to give any notification of any irregularities in any notice of withdrawal or incur any liability for failure to give such notification (even if such notice is given to other persons).

        3.     Beneficial Owner Instructions.    Only a holder of Outstanding Notes (i.e., a person in whose name Outstanding Notes are registered on the books of the registrar or, or, in the case of Outstanding Notes held through book-entry, such book-entry transfer facility specified by the holder), or the legal

15

representative or attorney-in-fact of a holder, may execute and deliver this Letter of Transmittal. Any beneficial owner of Outstanding Notes who wishes to accept the Exchange Offer must arrange promptly for the appropriate holder to execute and deliver this Letter of Transmittal on his or her behalf through the execution and delivery to the appropriate holder of the "Instructions to Registered Holder from Beneficial Owner" form accompanying this Letter of Transmittal.

        4.     Signature on this Letter of Transmittal; Written Instruments and Endorsements; Guarantee of Signatures.    If this Letter of Transmittal is signed by the registered holder(s) (which term, for the purposes described herein, shall include the book-entry transfer facility whose name appears on a security listing as the owner of the Outstanding Notes) of the Outstanding Notes tendered hereby, the signature must correspond exactly with the name(s) as written on the face of the certificates (or on such security listing) without alteration, addition, enlargement or any change whatsoever.

        If any of the Outstanding Notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

        If a number of Outstanding Notes registered in different names are tendered, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal (or facsimiles thereof) as there are different registrations of Outstanding Notes.

        When this Letter of Transmittal is signed by the registered holder(s) of Outstanding Notes (which term, for the purposes described herein, shall include the book-entry transfer facility whose name appears on a security listing as the owner of the Outstanding Notes) listed and tendered hereby, no endorsements of certificates or separate written instruments of transfer or exchange are required. If, however, this Letter of Transmittal is signed by a person other than the registered holder(s) of the Outstanding Notes listed or the Exchange Notes are to be issued, or any untendered Outstanding Notes are to be reissued, to a person other than the registered holder(s) of the Outstanding Notes, such Outstanding Notes must be endorsed or accompanied by separate written instruments of transfer or exchange in form satisfactory to the Issuers and duly executed by the registered holder, in each case signed exactly as the name or names of the registered holder(s) appear(s) on the Outstanding Notes and the signatures on such certificates must be guaranteed by an Eligible Guarantor Institution. If this Letter of Transmittal, any certificates or separate written instruments of transfer or exchange are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Issuers, submit proper evidence satisfactory to the Issuers, in the Issuers' sole discretion, of such persons' authority to so act.

Endorsements on certificates for the Outstanding Notes or signatures on bond powers required by this Instruction 4 must be guaranteed by a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or another "eligible guarantor institution" within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (an "Eligible Guarantor Institution").

Signatures on this Letter of Transmittal must be guaranteed by an Eligible Guarantor Institution, unless Outstanding Notes are tendered: (i) by a registered holder (which term, for the purposes described herein, shall include the book-entry transfer facility whose name appears on a security listing as the owner of the Outstanding Notes) who has not completed the box entitled "Special Registration Instructions" or "Special Delivery Instructions" on this Letter of Transmittal; or (ii) for the account of an Eligible Guarantor Institution.

        5.     Special Registration and Delivery Instructions.    Tendering holders should indicate, in the applicable Box 6 or Box 7, the name and address in/to which the Exchange Notes and/or certificates for Outstanding Notes not exchanged are to be issued or sent, if different from the name(s) and

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address(es) of the person signing this Letter of Transmittal. In the case of issuance in a different name, the tax identification number or social security number of the person named must also be indicated. A holder tendering the Outstanding Notes by book-entry transfer may request that the Outstanding Notes not exchanged be credited to such account maintained at the book-entry transfer facility as such holder may designate. See Box 4.

        If no such instructions are given, the Exchange Notes (and any Outstanding Notes not tendered or not accepted) will be issued in the name of and sent to the holder signing this Letter of Transmittal or deposited into such holder's account at the applicable book-entry transfer facility.

        6.     Transfer Taxes.    The Issuers shall pay all transfer taxes, if any, applicable to the transfer and exchange of the Outstanding Notes to it or its order pursuant to the Exchange Offer. If, however, the Exchange Notes are delivered to or issued in the name of a person other than the registered holder, or if a transfer tax is imposed for any reason other than the transfer and exchange of Outstanding Notes to the Issuers or the Issuers' order pursuant to the Exchange Offer, the amount of any such transfer taxes (whether imposed on the registered holder or any other person) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith the amount of such transfer taxes will be billed directly to such tendering holder.

        Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the Outstanding Notes listed in this Letter of Transmittal.

        7.     Waiver of Conditions.    The Issuers reserve the absolute right to waive, in whole or in part, any of the conditions to the Exchange Offers set forth in the Prospectus.

        8.     Mutilated, Lost, Stolen or Destroyed Securities.    Any holder whose Outstanding Notes have been mutilated, lost, stolen or destroyed, should promptly contact the Exchange Agent at the address set forth on the first page hereof for further instructions. The holder will then be instructed as to the steps that must be taken in order to replace the certificate(s). This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, destroyed or stolen certificate(s) have been completed.

        9.     No Conditional Tenders; No Notice of Irregularities.    No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders, by execution of this Letter of Transmittal, shall waive any right to receive notice of the acceptance of their Outstanding Notes for exchange. The Issuers reserve the right, in the Issuers' reasonable judgment, to waive any defects, irregularities or conditions of tender as to particular Outstanding Notes. The Issuers' interpretation of the terms and conditions of the Exchange Offer (including the instructions in this Letter of Transmittal) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Outstanding Notes must be cured within such time as the Issuers shall determine. Although the Issuers intend to notify holders of defects or irregularities with respect to tenders of Outstanding Notes, neither the Issuers, the Exchange Agent nor any other person is under any obligation to give such notice nor shall they incur any liability for failure to give such notification. Tenders of Outstanding Notes will not be deemed to have been made until such defects or irregularities have been cured or waived. Any Outstanding Notes received by the Exchange Agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the Exchange Agent to the tendering holder promptly following the Expiration Date.

        10.   Requests for Assistance or Additional Copies.    Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus and this Letter of Transmittal, may be directed to the Exchange Agent at the address and telephone number set forth on the first page hereof.

IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE OR COPY THEREOF (TOGETHER WITH CERTIFICATES OF OUTSTANDING NOTES OR CONFIRMATION OF

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BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED DOCUMENTS) OR A NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION DATE.

IMPORTANT TAX INFORMATION

        Under U.S. federal income tax law, a tendering holder whose Outstanding Notes are accepted for exchange may be subject to backup withholding unless the holder provides The Bank of New York as Paying Agent (the "Paying Agent"), with either (i) such holder's correct taxpayer identification number ("TIN") on the Substitute Form W-9 attached hereto, certifying (A) that the TIN provided on Substitute Form W-9 is correct (or that such holder of Outstanding Notes is awaiting a TIN), (B) that the holder of Outstanding Notes is not subject to backup withholding because (x) such holder of Outstanding Notes is exempt from backup withholding, (y) such holder of Outstanding Notes has not been notified by the Internal Revenue Service that he or she is subject to backup withholding as a result of a failure to report all interest or dividends or (z) the Internal Revenue Service has notified the holder of Outstanding Notes that he or she is no longer subject to backup withholding and (C) that the holder of Outstanding Notes is a U.S. person (including a U.S. resident alien); or (ii) an adequate basis for exemption from backup withholding. If such holder of Outstanding Notes is an individual, the TIN is such holder's social security number. If the Paying Agent is not provided with the correct TIN, the holder of Outstanding Notes may also be subject to certain penalties imposed by the Internal Revenue Service and any payments that are made to such holder may be subject to backup withholding (see below).

        Certain holders of Outstanding Notes (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. However, exempt holders of Outstanding Notes should indicate their exempt status on the Substitute Form W-9. For example, a corporation should complete the Substitute Form W-9, providing its TIN and indicating that it is exempt from backup withholding. In order for a foreign individual to qualify as an exempt recipient, the holder must submit a Form W-8BEN, signed under penalties of perjury, attesting to that individual's exempt status. A Form W-8BEN can be obtained from the Paying Agent. See the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for more instructions. Holders are encouraged to consult their own tax advisors to determine whether they are exempt from these backup withholding and reporting requirements.

        If backup withholding applies, the Paying Agent is required to withhold 28% of any payments made to the holder of Outstanding Notes or other payee. Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service, provided the required information is furnished. The Paying Agent cannot refund amounts withheld by reason of backup withholding.

        A holder who does not have a TIN may check the box in Part 3 of the Substitute Form W-9 if the surrendering holder of Outstanding Notes has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the box in Part 3 is checked, the holder of Outstanding Notes or other payee must also complete the Certificate of Awaiting Taxpayer Identification Number below in order to avoid backup withholding. Notwithstanding that the box in Part 3 is checked and the Certificate of Awaiting Taxpayer Identification Number is completed, the Paying Agent will withhold 28% of all payments made prior to the time a properly certified TIN is provided to the Paying Agent and, if the Paying Agent is not provided with a TIN within 60 days, such amounts will be paid over to the Internal Revenue Service. The holder of Outstanding Notes is required to give the Paying Agent the TIN (e.g., social security number or employer identification number) of the record owner of the Outstanding Notes. If the Outstanding Notes are in more than one name or are not in the name of the actual owner, consult the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for additional guidance on which number to report.

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PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9
INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
IMPORTANT TAX INFORMATION

EX-99.2

Exhibit 99.2

REABLE THERAPEUTICS FINANCE LLC
REABLE THERAPEUTICS FINANCE CORPORATION

OFFER TO EXCHANGE

$200,000,000 PRINCIPAL AMOUNT OF THE ISSUERS' 11³/4% SENIOR SUBORDINATED NOTES DUE 2014, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR ANY AND ALL OF THE ISSUERS' OUTSTANDING 11³/4% SENIOR SUBORDINATED NOTES DUE 2014

                        , 2007

To Brokers, Dealers, Commercial Banks,
Trust Companies and other Nominees:

        As described in the enclosed Prospectus, dated            , 2007 (as the same may be amended or supplemented from time to time, the "Prospectus"), and Letter of Transmittal (the "Letter of Transmittal"), ReAble Therapeutics Finance LLC and ReAble Therapeutics Finance Corporation (together, the "Issuers") and certain subsidiaries of the Issuers (the "Guarantors"), are offering to exchange (the "Exchange Offer") an aggregate principal amount of up to $200,000,000 of the Issuers' 11³/4% Senior Subordinated Notes due 2014, which have been registered under the Securities Act of 1933, as amended (the "Securities Act") (the "Exchange Notes"), for any and all of the Issuers' outstanding 11³/4% Senior Subordinated Notes due 2014, (the "Outstanding Notes") in denominations of $2,000 and integral multiples of $1,000 in excess thereof upon the terms and subject to the conditions of the enclosed Prospectus and related Letter of Transmittal. The terms of the Exchange Notes are identical in all material respects (including principal amount, interest rate and maturity) to the terms of the Outstanding Notes for which they may be exchanged pursuant to the Exchange Offer, except that the Exchange Notes are freely transferable by holders thereof. The Outstanding Notes are unconditionally guaranteed (the "Old Guarantees") by the Guarantors, and the Exchange Notes will be unconditionally guaranteed (the "New Guarantees") by the Guarantors. Upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal, the Guarantors offer to issue the New Guarantees with respect to all Exchange Notes issued in the Exchange Offer in exchange for the Old Guarantees of the Outstanding Notes for which such Exchange Notes are issued in the Exchange Offer. Throughout this letter, unless the context otherwise requires and whether so expressed or not, references to the "Exchange Offer" include the Guarantors' offer to exchange the New Guarantees for the Old Guarantees, references to the "Exchange Notes" include the related New Guarantees and references to the "Outstanding Notes" include the related Old Guarantees. The Issuers will accept for exchange any and all Outstanding Notes properly tendered according to the terms of the Prospectus and the Letter of Transmittal. Consummation of the Exchange Offer is subject to certain conditions described in the Prospectus.

WE URGE YOU TO PROMPTLY CONTACT YOUR CLIENTS FOR WHOM YOU HOLD OUTSTANDING NOTES REGISTERED IN YOUR NAME OR IN THE NAME OF YOUR NOMINEE. PLEASE BRING THE EXCHANGE OFFER TO THEIR ATTENTION AS PROMPTLY AS POSSIBLE.

        Enclosed are copies of the following documents:

1.

The Prospectus;



2.

The Letter of Transmittal for your use in connection with the tender of Outstanding Notes and for the information of your clients, including a Substitute Form W-9 and Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (providing information relating to U.S. federal income tax backup withholding);

3.

A form of Notice of Guaranteed Delivery; and



4.

A form of letter, including a letter of instructions to a registered holder from a beneficial owner, which you may use to correspond with your clients for whose accounts you hold Outstanding Notes that are registered in your name or the name of your nominee, with space provided for obtaining such clients' instructions regarding the Exchange Offer.

        Your prompt action is requested. Please note that the Exchange Offer will expire at 12:00 a.m. midnight, New York City time, on            , 2007 (the "Expiration Date"), unless the Issuers otherwise extend the Exchange Offer.

        To participate in the Exchange Offer, certificates for Outstanding Notes, together with a duly executed and properly completed Letter of Transmittal or facsimile thereof, or a timely confirmation of a book-entry transfer of such Outstanding Notes into the account of The Bank of New York (the "Exchange Agent"), at the book-entry transfer facility, with any required signature guarantees, and any other required documents, must be received by the Exchange Agent by the Expiration Date as indicated in the Prospectus and the Letter of Transmittal.

        The Issuers will not pay any fees or commissions to any broker or dealer or to any other persons (other than the Exchange Agent) in connection with the solicitation of tenders of the Outstanding Notes pursuant to the Exchange Offer. However, the Issuers will pay or cause to be paid any transfer taxes, if any, applicable to the tender of the Outstanding Notes to it or its order, except as otherwise provided in the Prospectus and Letter of Transmittal.

        If holders of the Outstanding Notes wish to tender, but it is impracticable for them to forward their Outstanding Notes prior to the Expiration Date or to comply with the book-entry transfer procedures on a timely basis, a tender may be effected by following the guaranteed delivery procedures described in the Prospectus and in the Letter of Transmittal.

        Any inquiries you may have with respect to the Exchange Offer should be addressed to the Exchange Agent its address and telephone number set forth in the enclosed Prospectus and Letter of Transmittal. Additional copies of the enclosed materials may be obtained from the Exchange Agent.

Very truly yours,

REABLE THERAPEUTICS FINANCE LLC
REABLE THERAPEUTICS FINANCE CORPORATION

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON AS AN AGENT OF THE ISSUERS OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF THEM IN CONNECTION WITH THE EXCHANGE OFFER, OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS EXPRESSLY CONTAINED THEREIN.

2

EX-99.3

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Exhibit 99.3

REABLE THERAPEUTICS FINANCE LLC
REABLE THERAPEUTICS FINANCE CORPORATION
OFFER TO EXCHANGE
$200,000,000 PRINCIPAL AMOUNT OF THE ISSUERS' 11³/4% SENIOR SUBORDINATED NOTES DUE 2014, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR ANY AND ALL OF THE ISSUERS' 11³/4% SENIOR SUBORDINATED
NOTES DUE 2014

                        , 2007

To Our Clients:

        Enclosed for your consideration are a Prospectus, dated                        , 2007 (as the same may be amended or supplemented from time to time, the "Prospectus"), and a Letter of Transmittal (the "Letter of Transmittal"), relating to the offer (the "Exchange Offer") by ReAble Therapeutics Finance LLC and ReAble Therapeutics Finance Corporation (together, the "Issuers") and certain subsidiaries of the Issuers (the "Guarantors"), to exchange (the "Exchange Offer") an aggregate principal amount of up to $200,000,000 of the Issuers' 11³/4 Senior Subordinated Notes due 2014, which have been registered under the Securities Act of 1933, as amended (the "Securities Act") (the "Exchange Notes"), for any and all of the Issuers' outstanding 11³/4 Senior Subordinated Notes due 2014, (the "Outstanding Notes") in denominations of $2,000 and integral multiples of $1,000 in excess thereof upon the terms and subject to the conditions of the enclosed Prospectus and the enclosed Letter of Transmittal. The terms of the Exchange Notes are identical in all material respects (including principal amount, interest rate and maturity) to the terms of the Outstanding Notes for which they may be exchanged pursuant to the Exchange Offer, except that the Exchange Notes are freely transferable by holders thereof, upon the terms and subject to the conditions of the enclosed Prospectus and the related Letter of Transmittal. The Outstanding Notes are unconditionally guaranteed (the "Old Guarantees") by the Guarantors, and the Exchange Notes are unconditionally guaranteed (the "New Guarantees") by the Guarantors. Upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal, the Guarantors offer to issue the New Guarantees with respect to all Exchange Notes issued in the Exchange Offer in exchange for the Old Guarantees of the Outstanding Notes for which such Exchange Notes are issued in the Exchange Offer. Throughout this letter, unless the context otherwise requires and whether so expressed or not, references to the "Exchange Offer" include the Guarantors' offer to exchange the New Guarantees for the Old Guarantees, references to the "Exchange Notes" include the related New Guarantees and references to the "Outstanding Notes" include the related Old Guarantees. The Issuers will accept for exchange any and all Outstanding Notes properly tendered according to the terms of the Prospectus and the Letter of Transmittal. Consummation of the Exchange Offer is subject to certain conditions described in the Prospectus.

PLEASE NOTE THAT THE EXCHANGE OFFER WILL EXPIRE AT 12:00 A.M. MIDNIGHT, NEW YORK CITY TIME, ON                        , 2007 (THE "EXPIRATION DATE"), UNLESS THE ISSUERS EXTEND THE EXCHANGE OFFER.

        The enclosed materials are being forwarded to you as the beneficial owner of the Outstanding Notes held by us for your account but not registered in your name. A tender of such Outstanding Notes may only be made by us as the registered holder and pursuant to your instructions. Therefore, the Issuers urge beneficial owners of Outstanding Notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee to contact such registered holder promptly if such beneficial owners wish to tender their Outstanding Notes in the Exchange Offer.

        Accordingly, we request instructions as to whether you wish to tender any or all such Outstanding Notes held by us for your account, pursuant to the terms and conditions set forth in the enclosed Prospectus and Letter of Transmittal. If you wish to have us tender any or all of your outstanding notes, please so instruct us by completing, signing and returning to us the "Instructions to Registered Holder from Beneficial Owner" form that appears below. We urge you to read the Prospectus and the Letter of Transmittal carefully before instructing us as to whether or not to tender your Outstanding Notes.

        The accompanying Letter of Transmittal is furnished to you for your information only and may not be used by you to tender Outstanding Notes held by us and registered in our name for your account or benefit.

        If we do not receive written instructions in accordance with the below and the procedures presented in the Prospectus and the Letter of Transmittal, we will not tender any of the Outstanding Notes on your account.

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INSTRUCTIONS TO REGISTERED HOLDER FROM BENEFICIAL OWNER

        The undersigned beneficial owner acknowledges receipt of your letter and the accompanying Prospectus dated                        , 2007 (as the same may be amended or supplemented from time to time, the "Prospectus"), and a Letter of Transmittal (the "Letter of Transmittal"), relating to the offer (the "Exchange Offer") by ReAble Therapeutics Finance LLC and ReAble Therapeutics Finance Corporation (together, the "Issuers") and certain subsidiaries of the Issuers (the "Guarantors") to exchange an aggregate principal amount of up to $200,000,000 of the Issuers' 11³/4% Senior Subordinated Notes due 2014, which have been registered under the Securities Act of 1933, as amended (the "Securities Act") (the "Exchange Notes"), for any and all of the Issuers' outstanding 11³/4% Senior Subordinated Notes due 2014, (the "Outstanding Notes"), upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal. Capitalized terms used but not defined herein have the meanings ascribed to them in the Prospectus.

        This will instruct you, the registered holder, to tender the principal amount of the Outstanding Notes indicated below held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal.

Principal Amount Held
for Account Holder(s)

Principal Amount to be Tendered*

*

Unless otherwise indicated, the entire principal amount held for the account of the undersigned will be tendered.

        If the undersigned instructs you to tender the Outstanding Notes held by you for the account of the undersigned, it is understood that you are authorized (a) to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner of the Outstanding Notes, including but not limited to the representations that the undersigned (i) is not an "affiliate," as defined in Rule 405 under the Securities Act, of the Issuers or the Guarantors, (ii) is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of Exchange Notes, (iii) is acquiring the Exchange Notes in the ordinary course of its business and (iv) is not a broker-dealer tendering Outstanding Notes acquired for its own account directly from the Issuers. If a holder of the Outstanding Notes is an affiliate of the Issuers or the Guarantors, is not acquiring the Exchange Notes in the ordinary course of its business, is engaged in or intends to engage in a distribution of the Exchange Notes or has any arrangement or understanding with respect to the distribution of the Exchange Notes to be acquired pursuant to the Exchange Offer, such holder may not rely on the applicable interpretations of the staff of the Securities and Exchange Commission relating to exemptions from the registration and prospectus delivery requirements of the Securities Act and must comply with such requirements in connection with any secondary resale transaction.

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SIGN HERE

Dated: , 2007

Signature(s):

Print Name(s):

Address:

(Please include Zip Code)

Telephone Number (Please include Area Code)

Tax Identification Number or Social Security Number:

My Account Number With You:

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INSTRUCTIONS TO REGISTERED HOLDER FROM BENEFICIAL OWNER

EX-99.4

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Exhibit 99.4

REABLE THERAPEUTICS FINANCE LLC
REABLE THERAPEUTICS FINANCE CORPORATION

NOTICE OF GUARANTEED DELIVERY

OFFER TO EXCHANGE
$200,000,000 PRINCIPAL AMOUNT OF THE ISSUERS' 11³/4% SENIOR SUBORDINATED NOTES DUE 2014, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR ANY AND ALL OF THE ISSUERS' 11³/4% OUTSTANDING SENIOR SUBORDINATED NOTES DUE 2014

        This form, or one substantially equivalent hereto, must be used to accept the Exchange Offer made by ReAble Therapeutics Finance LLC, a Delaware limited liability company and ReAble Therapeutics Finance Corporation, a Delaware corporation (together, the "Issuers"), and the Guarantors, pursuant to the Prospectus, dated                                    , 2007 (the "Prospectus") , and the enclosed Letter of Transmittal (the "Letter of Transmittal"), if the certificates for the Outstanding Notes are not immediately available or if the procedure for book-entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach the Exchange Agent prior to 12:00 a.m., New York City time, on the Expiration Date of the Exchange Offer. Such form may be delivered or transmitted by facsimile transmission, mail or hand delivery to The Bank of New York (the "Exchange Agent") as set forth below. In addition, in order to utilize the guaranteed delivery procedure to tender the Outstanding Notes pursuant to the Exchange Offer, a completed, signed and dated Letter of Transmittal (or facsimile thereof) must also be received by the Exchange Agent prior to 12:00 a.m. midnight, New York City time, on the Expiration Date of the Exchange Offer. Capitalized terms not defined herein have the meanings ascribed to them in the Letter of Transmittal.

The Exchange Agent is:

THE BANK OF NEW YORK

By Registered or Certified Mail:	By Facsimile:	By Overnight Courier or Hand:
	To Confirm by Telephone:

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

        This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an Eligible Guarantor Institution (as defined in the Prospectus), such signature guarantee must appear in the applicable space in Box 8 provided on the Letter of Transmittal for Guarantee of Signatures.

Ladies and Gentlemen:

        Upon the terms and subject to the conditions set forth in the Prospectus and the accompanying Letter of Transmittal, the undersigned hereby tenders to the Issuers the principal amount of Outstanding Notes indicated below, pursuant to the guaranteed delivery procedures described in "The Exchange Offers—Guaranteed Delivery Procedures" section of the Prospectus.

Certificate Number(s) (if known) of Outstanding Notes or
Account Number at Book-Entry Transfer Facility
Aggregate Principal Amount Represented by Outstanding Notes
Aggregate Principal Amount of Outstanding Notes Being Tendered

PLEASE COMPLETE AND SIGN

	(Signature(s) of Record Holder(s))
	(Please Type or Print Name(s) of Record Holder(s))
	Dated:	, 2007
Address:  (Zip Code)
	(Daytime Area Code and Telephone No.)

o	Check this Box if the Outstanding Notes will be delivered by book-entry transfer to The Depository Trust Company.
Account Number:

THE ACCOMPANYING GUARANTEE MUST BE COMPLETED.

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GUARANTEE OF DELIVERY
(Not to be used for signature guarantee)

        The undersigned, a member of a recognized signature medallion program or an "eligible guarantor institution," as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), hereby (a) represents that the above person(s) "own(s)" the Outstanding Notes tendered hereby within the meaning of Rule 14e-4(b)(2) under the Exchange Act, (b) represents that the tender of those Outstanding Notes complies with Rule 14e-4 under the Exchange Act, and (c) guarantees to deliver to the Exchange Agent, at its address set forth in the Notice of Guaranteed Delivery, the certificates representing all tendered Outstanding Notes, in proper form for transfer, or a book-entry confirmation (a confirmation of a book-entry transfer of the Outstanding Notes into the Exchange Agent's account at The Depository Trust Company), together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantees, and any other documents required by the Letter of Transmittal within three (3) New York Stock Exchange trading days after the Expiration Date.

Name of Firm: (Authorized Signature)

Address: (Zip Code)

Area Code and Tel. No.:

Name: (Please Type or Print)

Title:

Dated: , 2007

NOTE: DO NOT SEND OUTSTANDING NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY. OUTSTANDING NOTES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.

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INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY

1.     Delivery of this Notice of Guaranteed Delivery.

        A properly completed and duly executed copy of this Notice of Guaranteed Delivery and any other documents required by this Notice of Guaranteed Delivery must be received by the Exchange Agent at its address set forth on the cover page hereof prior to the Expiration Date of the Exchange Offer. The method of delivery of this Notice of Guaranteed Delivery and any other required documents to the Exchange Agent is at the election and risk of the holders and the delivery will be deemed made only when actually received by the Exchange Agent. Instead of delivery by mail, it is recommended that the holders use an overnight or hand delivery service, properly insured. If such delivery is by mail, it is recommended that the holders use properly insured, registered mail with return receipt requested. In all cases, sufficient time should be allowed to assure timely delivery. For a description of the guaranteed delivery procedure, see Instruction 1 of the Letter of Transmittal. No notice of Guaranteed Delivery should be sent to the Issuers.

2.     Signatures on this Notice of Guaranteed Delivery.

        If this Notice of Guaranteed Delivery is signed by the registered holder(s) of the Outstanding Notes referred to herein, the signatures must correspond with the name(s) written on the face of the Outstanding Notes without alteration, addition, enlargement or any change whatsoever. If this Notice of Guaranteed Delivery is signed by a person other than the registered holder(s) of any Outstanding Notes listed, this Notice of Guaranteed Delivery must be accompanied by appropriate bond powers, signed as the name of the registered holder(s) appear(s) on the Outstanding Notes without alteration, addition, enlargement or any change whatsoever. If this Notice of Guaranteed Delivery is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing and, unless waived by the Issuers, evidence satisfactory to the Issuers of their authority so to act must be submitted with this Notice of Guaranteed Delivery.

3.     Questions and Requests for Assistance or Additional Copies.

        Questions and requests for assistance and requests for additional copies of the Prospectus may be directed to the Exchange Agent at the address set forth on the cover hereof. Holders may also contact their broker, dealer, commercial bank, trust company, or other nominee for assistance concerning the Exchange Offer.

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PLEASE COMPLETE AND SIGN
GUARANTEE OF DELIVERY (Not to be used for signature guarantee)
INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY