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EXHIBIT 10(ffff)
EIGHTH AMENDMENT TO FINANCING AND SECURITY AGREEMENT
THIS EIGHTH AMENDMENT TO FINANCING AND SECURITY AGREEMENT (this
"Agreement") is made the 2nd day of October, 1995 but effective as of
September 30, 1995, by HANGER ORTHOPEDIC GROUP, INC., a corporation organized
and existing under the laws of the State of Delaware (the "Borrower"), and
NATIONSBANK, N.A., successor by merger to Maryland National Bank, its
successor and assigns (the "Lender").
RECITALS
A. The Borrower and the Lender entered into a Financing and Security
Agreement dated July 3, 1993, (the same, as amended, modified, substituted,
extended, and renewed from time to time, the "Financing Agreement"). The
Financing Agreement includes, without limitation, the following amendments:
Number of Amendment Date
------------------- ----
First November 17, 1993
Second December 22, 1993
Third April 15, 1994
Fourth May 3, 1994
Fifth August 12, 1994
Sixth September 13, 1994
Seventh March 24, 1995
B. Pursuant to the provisions of the Financing Agreement, the Lender
has from time to time made certain credit facilities available to the
Borrower, including the following: (i) a revolving credit facility in the
current maximum principal amount of $13,500,000 (the "Revolving Loan"); (ii)
one or more term loans in the aggregate principal amount of $2,375,000 (the
"Term Loans"); and (iii) an acquisition loan in the principal amount of
$3,000,000 (the "Acquisition Loan").
C. The Borrower has requested that the Lender agree to reduce the
scheduled reduction of the Revolving Credit Committed Amount from $1,000,000
to $250,000 as of September 30, 1995.
D. The Lender is willing to agree to the Borrower's request on the
condition, among others, that this Agreement be executed.
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AGREEMENTS
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, receipt of which is hereby acknowledged, the Borrower
and the Lender agree as follows:
1. The Borrower and the Lender agree that the Recitals above are a part
of this Agreement. Unless otherwise expressly defined in this Agreement, terms
defined in the Financing Agreement shall have the same meaning under this
Agreement.
2. Amendment. The Financing Agreement is hereby amended as follows:
(a) Mandatory Reduction. Effective as of the date hereof, Section
2.1.9 of the Financing Agreement is amended and restated in its entirety as
follows:
2.1.9 Mandatory Reduction of Revolving Credit Committed
Amount. The Revolving Credit Committed Amount shall be
automatically and permanently reduced to by the amounts listed below
as of the dates listed below (individually and collectively, the
"Mandatory Revolving Credit Reduction"). The Borrower shall on or
before each of the dates listed below make a Revolving Loan
Mandatory Prepayment in an amount necessary to reduce the
outstanding principal balance of the Revolving Credit Facility to
the applicable Revolving Credit Committed Amount.
Mandatory Reduction Revolving Credit
Date Reduction Amount Committed Amount
------------------- ---------------- ----------------
June 30, 1995 $250,000 $13,250,000
September 20, 1995 $250,000 $13,000,000
December 31, 1995 $250,000 $12,750,000
March 31, 1996 $250,000 $12,500,000
3. Conditions Precedent. This Agreement shall become effective on the
date the Lender receives the following documents, each of which shall be
satisfactory in form and substance to the Lender:
(a) this Agreement executed and delivered by the Borrower and the
Guarantors;
(b) a certificate of an officer of the Borrower to the effect that
there has been no change to the Articles of Incorporation or Bylaws of the
Borrower as delivered to the Lender in connection with the Loans made under
the Financing Agreement, all evidence of all actions taken by the Borrower
approving each Financing Document to which it is a party and as to the
incumbency and the specimen signature of each officer of
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the Borrower executing this Agreement, and other documents executed in
connection herewith and a certification by the President or Vice President of
the Borrower as to the incumbency and signature of the Secretary of the
Borrower and any other documents as the Lender may reasonably require the
Borrower to execute in form and substance acceptable to the Lender; and
(c) proof that the Borrower has paid all costs and expenses of the
Lender in connection with the Loans and with this Agreement, including but not
limited to all Lender's attorneys' fees.
4. Representations; No Novation. The Borrower hereby issues, ratifies
and confirms the representations, warranties and covenants contained in the
Financing Agreement, as amended hereby. The Borrower represents and warrants
that there exists no Event of Default or event which with the giving of notice
or passage of time would constitute an Event of Default under the Financing
Documents. The Borrower agrees that this Agreement is not intended to and
shall not cause a novation with respect to any or all of the Obligations.
5. Lender Release. The Borrower acknowledges and warrants that the
Lender has acted in good faith and has conducted in a commercially reasonable
manner its relationships with the Borrower in connection with this Agreement
and generally in connection with the Financing Agreement and the Obligations,
the Borrower hereby waiving and releasing any claims to the contrary.
6. Expenses. The Borrower shall pay at the time this Agreement is
executed and delivered all fees, commissions, costs, charges, taxes and other
expenses incurred by the Lender and its counsel in connection with this
Agreement, including, but not limited to, reasonable fees and expenses of the
Lender's counsel and all recording fees, taxes and charges.
7. Counterparts. This Agreement may be executed in any number of
duplicate originals or counterparts, each of such duplicate originals or
counterparts shall be deemed to be an original and all taken together shall
constitute but one and the same instrument. The Borrower agrees that the
Lender may rely on a telecopy of any signature of any Borrower. The Lender
agrees that the Borrower may rely on a telecopy of this Agreement executed by
the Lender.
8. Entire Agreement. This Agreement contains the entire understanding
between the Lender and the Borrower with respect to the subject matter hereof
and supersedes any prior understandings and agreements between them respecting
the subject matter hereof.
9. Governing Law. This Agreement is one of the Financing Documents in
the Financing Agreement and shall be governed by and
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construed in accordance with the laws of the State of Maryland and shall be
deemed an instrument under seal pursuant to said law.
10. Headings. The headings and captions used in this Agreement are for
the convenience of the parties only and are not a part of this Agreement.
IN WITNESS WHEREOF, the Borrower and the Lender have executed this
Agreement under seal as of the date and year first written above.
ATTEST: HANGER ORTHOPEDIC GROUP, INC.
By: (SEAL)
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, Secretary Xxxxxxx X. Xxxxx
-------------- Vice President
WITNESS: NATIONSBANK, N.A., as successor by
merger to Maryland National Bank
By: (SEAL)
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Xxxxxx X. Xxxxxxx
Vice President
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AGREEMENT OF GUARANTORS
The undersigned are the "Guarantors" under various Guaranty of Payment
Agreements, dated July 2, 1993 and a Confirmation of Guaranty and Security
Agreement dated September 13, 1994 (collectively, as amended, modified,
substituted, extended and renewed from time to time, the "Guaranty"), in favor
of the foregoing Lender. In order to induce the Lender to enter into the
foregoing Agreement, the undersigned (a) consent to the transactions
contemplated by, and agreements made by the Borrower under, the foregoing
Agreement, and (b) ratify, confirm and reissue the terms, conditions,
promises, covenants, grants, assignments, security agreements, agreements,
representations, warranties and provisions contained in the Guaranty. Without
limiting the foregoing, the undersigned acknowledge and agree that the
Obligations (defined in the Financing Agreement) are covered by the Guaranty.
WITNESS signatures and seals of the undersigned as of the date of the
Agreement.
GUARANTORS:
ATTEST: ALBUQUERQUE PROSTHETIC CENTER, INC.
By: (SEAL)
------------------------- --------------------------
Name:
Title:
ATTEST: CAPITAL ORTHOPEDICS, INC.
By: (SEAL)
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Name:
Title:
ATTEST: COLUMBIA BRACE ACQUISITION CORP.
By: (SEAL)
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Name:
Title:
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ATTEST: XXXXXX PROSTHETICS & ORTHOTICS, INC.
By: (SEAL)
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Name:
Title:
ATTEST: DOBI-SYMPLEX, INC.
By: (SEAL)
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Name:
Title:
ATTEST: XXXXXXX AND XXXX ORTHOPEDICS, INC.
By: (SEAL)
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Name:
Title:
ATTEST: X.X. XXXXXX, INC.
By: (SEAL)
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Name:
Title:
ATTEST: X.X. XXXXXX OF CALIFORNIA, INC.
By: (SEAL)
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Name:
Title:
ATTEST: MEMPHIS ORTHOPEDIC, INC.
By: (SEAL)
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Name:
Title:
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ATTEST: XXXXX XXXXXX, INC.
By: (SEAL)
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Name:
Title:
ATTEST: XXXXX ORTHOPEDICS, INC.
By: (SEAL)
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Name:
Title:
ATTEST: XXXXX ORTHOPEDICS OF NORTHERN COLORADO, INC.
By: (SEAL)
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Name:
Title:
ATTEST: YORK PROSTHETICS, INC.
By: (SEAL)
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Name:
Title:
ATTEST: XXXXXX ORTHOTICS & PROSTHETICS, INC.
By: (SEAL)
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Name:
Title:
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