0000897069-04-000603 Sample Contracts

AMENDED AND RESTATED CREDIT AGREEMENT among HANGER ORTHOPEDIC GROUP, INC., VARIOUS LENDERS and GENERAL ELECTRIC CAPITAL CORPORATION, as ADMINISTRATIVE AGENT
Credit Agreement • March 12th, 2004 • Hanger Orthopedic Group Inc • Services-specialty outpatient facilities, nec

AMENDED AND RESTATED CREDIT AGREEMENT, dated as of October 3, 2003, among HANGER ORTHOPEDIC GROUP, INC., a Delaware corporation (the “Borrower”), the Lenders party hereto from time to time, 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 (all capitalized terms used herein and defined in Section 11 are used herein as therein defined).

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MASTER AMENDMENT
Hanger Orthopedic Group Inc • March 12th, 2004 • Services-specialty outpatient facilities, nec

THIS MASTER AMENDMENT, dated as of October 9, 2003 (the “Amendment”), is made by and between Seattle Systems, Inc., a California corporation formerly known as USMC Corp., which is the successor in interest to United States Manufacturing Company, LLC, a Delaware limited liability company (“USMC”) which merged with and into OPMC Acquisition Corp. on December 26, 2001 (collectively, the “Seattle Systems”), Hanger Orthopedic Group, Inc., a Delaware corporation (“Hanger”), Southern Prosthetic Supply, Inc., a Georgia corporation which is a wholly-owned subsidiary of Hanger (“SPS”), and DOBI-Symplex, Inc., a Delaware corporation formerly known as Seattle Orthopedic Group, Inc. (“SOGI”), to each of the following agreements between all or a portion of such parties: (i) Asset Purchase Agreement, dated as of October 9, 2001, between USMC, SOGI and Hanger (the “Asset Purchase Agreement”); (ii) the Supply Agreement, dated as of October 9, 2001, between USMC and Hanger (the “Supply Agreement”); and

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