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Title: |
Credit Agreement |
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Entities: |
Hanger Orthopedic Group Inc.; Lehman Brothers Inc.; Lehman Commercial Paper Inc. |
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Date: |
2005 |
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Size: |
Preview shows 11KB of 45KB total |
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Price: |
$38 |
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ID: |
#1042764 |
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THIS FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this Amendment), is made and entered into as of August 26, 2005, among HANGER ORTHOPEDIC GROUP, INC., a Delaware corporation (Borrower), the undersigned Lenders signatory hereto and GENERAL ELECTRIC CAPITAL CORPORATION, as Administrative Agent.
A. Borrower is a party to that certain Amended and Restated Credit Agreement dated as of October 3, 2003, as amended and modified by that certain (i) First Amendment to Amended and Restated Credit Agreement and Consent dated as of November 17, 2003, (ii) Second Amendment to Amended and Restated Credit Agreement dated as of April 6, 2004, (iii) Forbearance Agreement dated as of August 18, 2004 (the Forbearance Agreement) and (iv) Third Amendment to Amended and Restated Credit Agreement and Waiver dated as of September 2, 2004 (as so amended and modified, the Credit Agreement; capitalized terms used but not defined in this Amendment have the meanings given in the Credit Agreement), among Borrower, General Electric Capital Corporation, as Administrative Agent, GECC Capital Markets Group, Inc. and Lehman Brothers, Inc., as Joint Lead Arrangers and Joint Book Managers, Lehman Commercial Paper, Inc., as Syndication Agent, Harris Trust and Savings Bank, as Documentation Agent, and General Electric Capital Corporation, as Documentation Agent.
B. Borrower desires to amend certain provisions of the Credit Agreement pursuant to this Amendment to, among other things, (i) reduce the Total Revolving Loan Commitment, (ii) extend the Revolving Loan Maturity Date, and (iii) modify certain financial covenants.
NOW THEREFORE, in consideration of the premises and mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Amendments. Subject to the terms and conditions of this Amendment, including without limitation Section 4 hereof, the Credit Agreement is hereby amended as follows.
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A. Section 1.01(a) of the Credit Agreement is hereby amended by deleting the last proviso of said Section. |
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B. Section 2.01(b)(iii) is hereby amended by deleting said Section in its entirety. |
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C. Section 2.02 of the Credit Agreement is hereby amended by deleting said Section in its entirety and substituting in lieu thereof the following new Section to read as follows: |
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2.02. Maximum Letter of Credit Outstandings; Final Maturities. Notwithstanding anything to the contrary contained in this Agreement, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) at such time would exceed either (x) $15,000,000 or (y) when added to the sum of (I) the aggregate principal amount of all Revolving Loans then outstanding and (II) the aggregate principal amount of all Swingline Loans then outstanding, an amount equal to the Total Revolving Loan Commitment at such time, (ii) each standby Letter of Credit shall by its terms terminate on or before the earlier of (x) the date which occurs 12 months after the date of the issuance thereof (although any such standby Letter of Credit may be extendable for successive periods of up to 12 months, but not beyond the tenth Business Day prior to the Revolving Loan Maturity Date, on terms acceptable to such Issuing Lender) and (y) ten Business Days prior to the Revolving Loan Maturity Date, and (iii) each trade Letter of Credit shall by its terms terminate on or before the earlier of (x) the date which occurs 180 days after the date of the issuance thereof and (y) 30 days prior to the Revolving Loan Maturity Date. |
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D. Section 3.01(e) of the Credit Agreement is hereby amended by deleting said Section in its entirety and substituting in lieu thereof the following new Section to read as follows: |
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(e) The Borrower shall pay to the Administrative Agent the fees specified in that certain Fee Letter dated as of July 27, 2005 between Borrower and GE Capital (the Fee Letter), at the times specified for payment therein. |
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E. Section 3.03 (a) of the Credit Agreement is hereby amended by deleting said Section in its entirety and substituting in lieu thereof the following new Section to read as follows: |
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(a) The Total Revolving Loan Commitment and the Revolving Loan Commitment of each Revolving Credit Lender shall terminate in their entirety on the Revolving Loan Maturity Date. |
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F. Section 7.05(a) of the Credit Agreement is hereby amended by deleting the last sentence thereof in its entirety and replacing it with the following: |
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| Since March 31, 2005, there has been no material adverse change in the business, operations, property, assets, liabilities, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole. |
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