HANGER ORTHOPEDIC GROUP, INC., as Issuer 10 1/4% SENIOR NOTES DUE 2014 INDENTURE Dated as of May 26, 2006 WILMINGTON TRUST COMPANY, as TrusteeHanger Orthopedic Group Inc • May 30th, 2006 • Services-specialty outpatient facilities, nec • New York
Reference is hereby made to the Indenture, dated as of May 26, 2006 (the “Indenture”), among Hanger Orthopedic Group, Inc., as issuer (the “Issuer”), the Subsidiary Guarantors signatory thereto and Wilmington Trust Company, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.
HANGER ORTHOPEDIC GROUP, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 30th, 2006 • Hanger Orthopedic Group Inc • Services-specialty outpatient facilities, nec • New York
Hanger Orthopedic Group, Inc., a Delaware corporation (the “Company”), proposes to issue and sell (the “Initial Placement”) to Lehman Brothers Inc. and Citigroup Global Markets Inc. (the “Initial Purchasers”), upon terms set forth in a purchase agreement dated as of May 23, 2006 (the “Purchase Agreement”) among the Company, the subsidiary guarantors named therein (the “Guarantors”) and the Initial Purchasers, $175,000,000 of its 10 1/4% Senior Notes due 2014 (the “Initial Notes”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement and purchase the Initial Notes and in satisfaction of a condition to the Initial Purchasers’ obligations under the Purchase Agreement, the Company and the Guarantors agree with each of the Initial Purchasers for the benefit of the holders from time to time of the Initial Notes (including the Initial Purchasers) (each of the foregoing a “Holder” and together the “Holders”), as follows:
HANGER ORTHOPEDIC GROUP, INC. PURCHASE AGREEMENTPurchase Agreement • May 30th, 2006 • Hanger Orthopedic Group Inc • Services-specialty outpatient facilities, nec • New York
Lehman Brothers Inc. Citigroup Global Markets Inc. As Representatives of the several Initial Purchasers named in Schedule I attached hereto c/o Lehman Brothers Inc. 745 Seventh Avenue New York, New York 10019
