SECOND SUPPLEMENTAL INDENTURE
Exhibit 4.2
EXECUTION COPY
SECOND SUPPLEMENTAL INDENTURE
SECOND SUPPLEMENTAL INDENTURE (this Supplemental Indenture), dated as of the 15th day of February, 2011, among Hanger Orthopedic Group, Inc., a Delaware corporation (the Company), Team Post-Op, Inc., a California corporation (the Guaranteeing Subsidiary), and Wilmington Trust Company, as Trustee (the Trustee), under the Indenture referred to below.
W I T N E S S E T H
WHEREAS, the Company and the subsidiary guarantors listed on the signature pages thereto have heretofore executed and delivered to the Trustee an indenture (the Indenture), dated as of November 2, 2010, providing for the issuance of an aggregate principal amount of up to $200,000,000 of 71/8% Senior Notes due 2018 (the Notes);
WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which such Guaranteeing Subsidiary shall unconditionally guarantee all of the Companys Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the Subsidiary Guarantee); and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee and the Company are authorized to execute and deliver this Supplemental Indenture.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary, the Company and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. Agreement to Guarantee. The Guaranteeing Subsidiary hereby agrees, jointly and severally with all existing Subsidiary Guarantors, to unconditionally guarantee the Companys Obligations under the Notes on the terms and subject to the conditions set forth in Article 10 of the Indenture and to be bound by all other applicable provisions of the Indenture and the Notes and to perform all of the obligations and agreements of a Subsidiary Guarantor under the Indenture.
3. Execution and Delivery. The Guaranteeing Subsidiary agrees that the Subsidiary Guarantee shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Subsidiary Guarantee.
4. No Recourse Against Others. No past, present or future director, officer, employee, incorporator, member, partner, stockholder or agent of the Guaranteeing Subsidiary, as such, shall have any liability for any obligations of the Company or the Guaranteeing Subsidiary under the Notes, any Subsidiary Guarantees, the Indenture or this Supplemental Indenture, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the Securities and Exchange Commission that such a waiver is against public policy.
5. Ratification of Indenture and Notation of Guarantee; Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture and the Notation of Guarantee, dated as of November 2, 2010, among the subsidiary guarantors listed on the signature pages thereto, are in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
6. New York Law to Govern. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
7. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
8. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.
9. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Company.
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IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed and attested, all as of the date first above written.
| COMPANY: | ||
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| Hanger Orthopedic Group, Inc. | ||
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| By: | /s/ Thomas F. Kirk | |
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| Name: | Thomas F. Kirk |
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| Title: | President and Chief Executive |
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| Officer | |
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| GUARANTEEING SUBSIDIARY: | ||
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| Team Post-Op, Inc. | ||
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| By: | /s/ Richmond L. Taylor | |
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| Name: | Richmond L. Taylor |
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| Title: | President |
Second Supplemental Indenture
(Hanger Orthopedic Group, Inc.)
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| TRUSTEE: | ||
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| Wilmington Trust Company, as Trustee | ||
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| By: | /s/ Geoffrey J. Lewis | |
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| Name: | Geoffrey J. Lewis |
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| Title: | Assistant Vice President |
Second Supplemental Indenture
(Hanger Orthopedic Group, Inc.)
S-2