EXHIBIT 4(b)
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HANGER ORTHOPEDIC GROUP, INC., as Issuer,
and
THE ORIGINAL SUBSIDIARY GUARANTORS
(as defined herein)
and
THE ADDITIONAL SUBSIDIARY GUARANTORS
(as defined herein)
and
U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee
-----------------
FIRST SUPPLEMENTAL INDENTURE
Dated as of August 12, 1999
to
INDENTURE
Dated as of June 16, 1999
-----------------
11 1/4% Senior Subordinated Notes due 2009
FIRST SUPPLEMENTAL INDENTURE, dated as of August 12, 1999, among Hanger
Orthopedic Group, Inc., a Delaware corporation (the "Company"), each of the
Company's Domestic Restricted Subsidiaries that was a party as a Guarantor to
the Original Indenture referred to below (the "Original Subsidiary Guarantors"),
each of the Company's Domestic Restricted Subsidiaries that is a party as a
Guarantor to this First Supplemental Indenture (the "Additional Subsidiary
Guarantors") (the Original Subsidiary Guarantors and the Additional Subsidiary
Guarantors collectively referred to as the "Subsidiary Guarantors"), and U.S.
Bank Trust National Association, a national banking association, as Trustee (the
"Trustee").
WHEREAS, the Company, the Original Subsidiary Guarantors and the Trustee
executed an Indenture, dated as of June 16, 1999 (the "Indenture"), in respect
of up to $300,000,000 aggregate principal amount of the Company's 11 1/4% Senior
Subordinated Notes due 2009 (the "Securities");
WHEREAS, Section 4.20 of the Indenture requires, under circumstances
specified in Section 4.20, that the Company shall cause certain Subsidiaries of
the Company to execute and deliver to the Trustee a supplemental indenture in
form and substance satisfactory to the Trustee pursuant to which such
Subsidiaries of the Company shall be named as additional Subsidiary Guarantors;
and
WHEREAS, all conditions and requirements necessary to make this First
Supplemental Indenture a valid, binding and legal instrument in accordance with
its terms have been performed and fulfilled and the execution and delivery
hereof have been in all respects duly authorized.
NOW, THEREFORE, in consideration of the above premises, each party agrees,
for the benefit of the other and for the equal and ratable benefit of the
Holders of the Securities, as follows:
ARTICLE I
AMENDMENTS
Section 1. The Company, the Subsidiary Guarantors and the Trustee hereby
amend the Indenture and agree that each of the Subsidiary Guarantors shall be a
Guarantor for all purposes under the Indenture and the term "Guarantor" shall
for all purposes under the Indenture specifically include both the Original
Subsidiary Guarantors and the Additional Subsidiary Guarantors.
ARTICLE II
MISCELLANEOUS PROVISIONS
Section 2.1. Terms defined. For all purposes of this First Supplemental
Indenture, except as otherwise defined or unless the context otherwise requires,
terms used in capitalized
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form in this First Supplemental Indenture and defined in the Indenture have the
meanings specified in the Indenture.
Section 2.2. Indenture. Except as amended hereby, the Indenture and the
Notes are in all respects ratified and confirmed and all their terms shall
remain in full force and effect.
Section 2.3. Governing Law. This First Supplemental Indenture shall be
deemed to be a contract made under the laws of the State of New York, and for
all purposes shall be governed by and construed in accordance with the laws of
said state without regard to the principles of the conflict of laws provisions
thereof.
Section 2.4. Successors and Assigns. All agreements of the Company and
the Subsidiary Guarantors shall bind their successors and assigns.
Section 2.5. Multiple Counterparts. This First Supplemental Indenture may
be executed in any number of counterparts, each of which shall be an original,
but such counterparts shall together constitute but one and the same instrument.
Section 2.6. Effectiveness. The provisions of this First Supplemental
Indenture shall become effective immediately upon its execution and delivery by
the Trustee in accordance with the provisions of Article Nine of the Indenture.
Section 2.7. Trustee Disclaimer. The Trustee accepts the amendment of the
Indenture effected by this First Supplemental Indenture and agrees to execute
the trust created by the Indenture as hereby amended, but only upon the terms
and conditions set forth in the Indenture, including the terms and provisions
defining and limiting the liabilities and responsibilities of the Trustee, which
terms and provisions shall in like manner define and limit its liabilities and
responsibilities in the performance of the trust created by the Indenture as
hereby amended, and, without limiting the generality of the foregoing, the
Trustee shall not be responsible in any manner whatsoever for or with respect to
any of the recitals or statements contained herein, all of which recitals or
statements are made solely by the Company and the Subsidiary Guarantors by
corporate action or limited liability company action or otherwise, the due
execution hereof by the Company, and the Subsidiary Guarantors or the
consequences (direct or indirect and whether deliberate or inadvertent) of any
amendment herein provided for, and the Trustee makes no representation with
respect to any such matters.
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SIGNATURES
IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, all as of the date first written above.
COMPANY
HANGER ORTHOPEDIC GROUP, INC.
By: __________________________________________________________
Name: Ivan R. Sabel
Title: Chairman and Chief Executive Officer
By: __________________________________________________________
Name: Richard A. Stein
Title: Secretary and Chief Financial Officer
ORIGINAL SUBSIDIARY GUARANTORS:
State or Other
Jurisdiction of
Incorporation or
Name Organization
---- ------------
HANGER PROSTHETICS & ORTHOTICS,
INC. Delaware
SOUTHERN PROSTHETIC SUPPLY, INC. Georgia
SEATTLE ORTHOPEDIC GROUP, INC. Delaware
OPNET, INC. Nevada
EUGENE TUEFEL & SON ORTHOTICS &
PROSTHETICS, INC. Pennsylvania
HPO ACQUISITION CORP. Delaware
By: __________________________________________________________
Name: Ivan R. Sabel
Title: Chairman, President and Chief
Executive Officer
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By: ___________________________________________________________
Name: Richard A. Stein
Title: Secretary and Chief Financial Officer
ADDITIONAL SUBSIDIARY GUARANTORS:
State or Other
Jurisdiction of
Incorporation or
Name Organization
---- ------------
NOVACARE ORTHOTICS &
PROSTHETICS, INC. Delaware
ADVANCED ORTHOPEDIC
TECHNOLOGIES, INC. Nevada
ADVANCED ORTHOPEDIC
TECHNOLOGIES, INC. New York
NOVACARE ORTHOTICS &
PROSTHETICS HOLDINGS, INC. Delaware
NOVACARE ORTHOTICS &
PROSTHETICS WEST, INC. California
NOVACARE ORTHOTICS &
PROSTHETICS EAST, INC. Delaware
ADVANCED ORTHOPEDIC
TECHNOLOGIES (CLAYTON), INC. New Jersey
ADVANCED ORTHOPEDIC
TECHNOLOGIES (LETT), INC. West Virginia
ADVANCED ORTHOPEDIC
TECHNOLOGIES (NEW JERSEY), INC. New Jersey
ADVANCED ORTHOPEDIC
TECHNOLOGIES (NEW MEXICO), INC. New Mexico
ADVANCED ORTHOPEDIC
TECHNOLOGIES (NEW YORK), INC. New York
ADVANCED ORTHOPEDIC
TECHNOLOGIES (OTI), INC. New York
ADVANCED ORTHOPEDIC
TECHNOLOGIES (PARMECO), INC. West Virginia
ADVANCED ORTHOPEDIC
TECHNOLOGIES (SFV), INC. California
ADVANCED ORTHOPEDIC
TECHNOLOGIES (VIRGINIA), INC. Virginia
ADVANCED ORTHOPEDIC
TECHNOLOGIES (WEST VIRGINIA),
INC. West Virginia
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ADVANCED ORTHOPEDIC
TECHNOLOGIES MANAGEMENT CORP. New York
AD CRAIG COMPANY California
ADVANCE ORTHOTICS, INC. Texas
ADVANCED ORTHOPEDIC SYSTEMS,
INC. California
ADVANCED ORTHOTICS AND
PROSTHETICS, INC. Washington
ARTIFICIAL LIMB AND BRACE CENTER Arizona
CENTRAL VALLEY PROSTHETICS &
ORTHOTICS, INC. California
CERTIFIED ORTHOPEDIC APPLIANCE
CO., INC. Arizona
FRESNO ORTHOPEDIC COMPANY California
HIGH DESERT INSTITUTE OF
PROSTHETICS AND ORTHOTICS California
MCFARLEN & ASSOCIATES, INC. Texas
PROFESSIONAL ORTHOTICS AND
PROSTHETICS, INC. New Mexico
PROFESSIONAL ORTHOTICS AND
PROSTHETICS, INC. OF SANTA FE New Mexico
PROGRESSIVE ORTHOPEDIC California
ROBIN-AIDS PROSTHETICS, INC. California
SALEM ORTHOPEDIC & PROSTHETIC,
INC. Oregon
SAN JOAQUIN ORTHOPEDIC, INC. California
TEXOMA HEALTH CARE CENTER, INC. Texas
TUCSON LIMB & BRACE, INC. Arizona
AMERICAN REHABILITATION SYSTEMS,
INC. Georgia
ATLANTA PROSTHETICS, INC. Georgia
BOWMAN-SHELTON ORTHOPEDIC
SERVICE, INCORPORATED Oklahoma
CAHILL ORTHOPEDIC LABORATORY,
INC. New York
DALE CLARK PROSTHETICS, INC. Iowa
E.A. WARNICK-POMEROY CO., INC. Pennsylvania
FRANK J. MALONE & SON, INC. Pennsylvania
J.E. HANGER, INCORPORATED Missouri
KROLL'S, INC. Minnesota
MCKINNEY PROSTHETICS/ORTHOTICS,
INC. Illinois
MEADOWBROOK ORTHOPEDICS, INC. Michigan
MEDICAL ARTS O&P SERVICES, INC. Wisconsin
NORTHLAND REGIONAL ORTHOTIC
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AND PROSTHETIC CENTER, INC. Minnesota
OPUS CARE, INC. Illinois
ORTHO EAST, INC. Massachusetts
ORTHO-FAB LABORATORIES, INC. Illinois
ORTHOPEDIC APPLIANCES, INC. Iowa
ORTHOPEDIC REHABILITATIVE
SERVICES, LTD. Illinois
ORTHOTIC & PROSTHETIC
REHABILITATION TECHNOLOGIES,
INC. Florida
ORTHOTIC SPECIALISTS, INC. Michigan
ORTHOTIC AND PROSTHETIC
ASSOCIATES, INC. Massachusetts
PHYSICAL RESTORATION
LABORATORIES, INC. Illinois
PROSTHETICS-ORTHOTICS
ASSOCIATES, INC. Illinois
PROTECH ORTHOTIC AND PROSTHETIC
CENTER, INC. Illinois
REHABILITATION FABRICATION, INC. Massachusetts
REID MEDICAL SYSTEM, INC. Florida
SOUTHERN ILLINOIS PROSTHETIC &
ORTHOTIC OF MISSOURI, LTD. Missouri
SOUTHERN ILLINOIS PROSTHETIC &
ORTHOTIC, LTD. Illinois
T.D. REHAB SYSTEMS, INC. New Jersey
UNIVERSITY ORTHOTIC & PROSTHETIC
CONSULTANTS, LTD. Pennsylvania
MICA CORPORATION Washington
By: __________________________________________________________
Name: Ivan R. Sabel
Title: President and Chief Executive Officer
By: __________________________________________________________
Name: Richard A. Stein
Title: Secretary and Director
TRUSTEE;
U.S. BANK TRUST NATIONAL ASSOCIATION,
as Trustee
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By: __________________________________________________________
Name: Richard Prokosch
Title: Assistant Vice President
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