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Document Preview Guarantee and Collateral Agreement |
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Title: |
Guarantee and Collateral Agreement |
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Entities: |
Citicorp North America, Inc.; Citigroup Global Markets Inc.; Hanger Orthopedic Group Inc.; LaSalle Bank, NA; Lehman Brothers Inc.; Lehman Commercial Paper Inc. |
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Date: |
2006 |
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Size: |
Preview shows 28KB of 116KB total |
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Price: |
$64 |
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ID: |
#2281306 |
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Start of Preview |
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GUARANTEE AND COLLATERAL AGREEMENT
made by
HANGER ORTHOPEDIC GROUP, INC.,
as Borrower,
and certain of its Subsidiaries
in favor of
CITICORP NORTH AMERICA, INC.,
as Administrative Agent
Dated as of May 26, 2006
TABLE OF CONTENTS
| Page | ||
| SECTION 1. | DEFINED TERMS | 1 |
| 1.1 | Definitions | 1 |
| 1.2 | Other Definitional Provisions | 6 |
| SECTION 2. | GUARANTEE | 7 |
| 2.1 | Guarantee | 7 |
| 2.2 | Right of Contribution | 8 |
| 2.3 | Subrogation | 8 |
| 2.4 | Amendments, etc. with respect to the Borrower Obligations | 9 |
| 2.5 | Guarantee Absolute and Unconditional | 9 |
| 2.6 | Reinstatement | 11 |
| 2.7 | Payments | 11 |
| SECTION 3. | GRANT OF SECURITY INTEREST | 12 |
| SECTION 4. | REPRESENTATIONS AND WARRANTIES | 13 |
| 4.1 | Representations in Credit Agreement | 13 |
| 4.2 | Title; No Other Liens | 13 |
| 4.3 | Perfected First Priority Liens | 13 |
| 4.4 | Jurisdiction of Organization; Chief Executive Office | 13 |
| 4.5 | Inventory and Equipment | 14 |
| 4.6 | Farm Products | 14 |
| 4.7 | Investment Property | 14 |
| 4.8 | Receivables | 14 |
| 4.9 | Intellectual Property | 14 |
| SECTION 5. | COVENANTS | 15 |
| 5.1 | Covenants in Credit Agreement | 15 |
| 5.2 | Delivery of Instruments and Chattel Paper | 15 |
| 5.3 | Maintenance of Insurance | 16 |
| 5.4 | Payment of Obligations | 16 |
| 5.5 | Maintenance of Perfected Security Interest; Further Documentation | 16 |
| 5.6 | Changes in Name, etc | 17 |
| 5.7 | Notices | 17 |
| 5.8 | Investment Property | 18 |
| 5.9 | Receivables | 19 |
| 5.10 | Intellectual Property | 19 |
| 5.11 | Vehicles | 21 |
| 5.12 | Commercial Tort Claims | 21 |
| SECTION 6. | REMEDIAL PROVISIONS | 21 |
| 6.1 | Certain Matters Relating to Receivables | 21 |
| 6.2 | Communications with Obligors; Grantors Remain Liable | 22 |
| 6.3 | Pledged Stock | 23 |
| 6.4 | Proceeds to be Turned Over To Administrative Agent | 23 |
| 6.5 | Application of Proceeds | 24 |
| 6.6 | Code and Other Remedies | 24 |
| 6.7 | Sale of Pledged Stock | 25 |
| 6.8 | Deficiency | 26 |
| SECTION 7. | THE ADMINISTRATIVE AGENT | 26 |
| 7.1 | Administrative Agent's Appointment as Attorney-in-Fact, etc | 26 |
| 7.2 | Duty of Administrative Agent | 27 |
| 7.3 | Execution of Financing Statements | 28 |
| 7.4 | Authority of Administrative Agent | 28 |
| SECTION 8. | MISCELLANEOUS | 28 |
| 8.1 | Amendments in Writing | 28 |
| 8.2 | Notices | 29 |
| 8.3 | No Waiver by Course of Conduct; Cumulative Remedies | 29 |
| 8.4 | Enforcement Expenses; Indemnification | 29 |
| 8.5 | Successors and Assigns | 29 |
| 8.6 | Set-Off | 30 |
| 8.7 | Counterparts | 30 |
| 8.8 | Severability | 30 |
| 8.9 | Section Headings | 30 |
| 8.10 | Integration | 30 |
| 8.11 | GOVERNING LAW | 30 |
| 8.12 | Submission To Jurisdiction; Waivers | 31 |
| 8.13 | Acknowledgements | 31 |
| 8.14 | Additional Grantors | 31 |
ii
| 8.15 | Releases | 31 |
| 8.16 | WAIVER OF JURY TRIAL | 32 |
iii
Schedules
| Schedule 1 | Notice Addresses of Guarantors |
| Schedule 2 | Description of Pledged Securities |
| Schedule 3 | Filings and Other Actions Required to Perfect Security Interest |
| Schedule 4 | Jurisdiction of Organization, Identification Number and Location of Chief Executive Office |
| Schedule 5 | Locations of Inventory and Equipment |
| Schedule 6 | Existing Prior Liens |
| Schedule 7 | Intellectual Property |
| Schedule 8 | Intellectual Property Matters |
| Schedule 9 | Deposit Accounts |
Annexes
| Annex I | Assumption Agreement |
| Annex II | Acknowledgment and Consent |
| Annex III | Form of Patent Security Agreement |
| Annex IV | Form of Trademark Security Agreement |
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End of Preview |
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