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HANGER, INC. filed this Form 8-K on 06/23/2017
Entire Document


(c)           Borrower shall have paid all reasonable fees, costs and expenses of the Agent and the Lead Arranger incurred in connection with this Amendment, to the extent invoiced to Borrower at least one Business Day prior to the Amendment No. 1 Effective Date.


(d)           The Agent and the Lead Arranger shall have received such other documents, instruments and certificates as the Agent, the Lead Arranger or any Lender may reasonably request.


5.             Effect of Amendment.  Except as expressly set forth herein, this Amendment shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect.  As of the Amendment No. 1 Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference in the other Loan Documents to the Credit Agreement (including, without limitation, by means of words like “thereunder,” “thereof” and words of like import), shall mean and be a reference to the Credit Agreement as amended hereby, and this Amendment and the Credit Agreement shall be read together and construed as a single instrument.  This Amendment shall constitute a Loan Document.


6.             Representations and Warranties. The Loan Parties hereby represent and warrant to the Agent, Lead Arranger and the Lenders as follows as of the Amendment No. 1 Effective Date:


(a)           Each Loan Party has the corporate or other legal entity power and authority to execute, deliver and perform its obligations under this Amendment.


(b)           The execution, delivery and performance by each Loan Party of this Amendment have been duly authorized by all necessary corporate or other legal entity action.


(c)           This Amendment has been duly executed and delivered by such Loan Party.


(d)           This Amendment constitutes a legal, valid and binding obligation of each Loan Party enforceable against such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by equity principles relating to enforceability.


(e)           The execution, delivery and performance by each Loan Party of this Amendment does not and will not (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under, any document evidencing any material Contractual Obligation to which such Person is a party or any order, injunction, writ or decree of any Governmental Authority to which such Person or its property is subject or (iii) violate any Requirement of Law.


(f)            No approval, consent, exemption, authorization or other action by, or notice to, or filing with, any court Governmental Authority or any other Person (except those that have been obtained and remain in effect and disclosure filings that are required to be made with the SEC) is necessary or required to be made or obtained by any Loan Party in connection with the execution, delivery or performance by, or enforcement against, such Loan Party of this Amendment.


(g)           After giving effect to this Amendment, (i) the representations and warranties of the Loan Parties contained in the Loan Documents are true and correct in all material respects on and as of the date hereof to the same extent as though made on and as of the date hereof except to the extent such representations and warranties specifically relate to an earlier date, in which case such