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|HANGER, INC. filed this Form 8-K on 06/23/2017|
4. Amendments to Credit Agreement. The Credit Agreement is amended as follows:
(a) The following new definitions are hereby added to Section 1.01 of the Credit Agreement in the appropriate alphabetical order:
Sixth Amendment means the Sixth Amendment to this Agreement dated as of June 22, 2017.
Sixth Amendment Effective Date means June 22, 2017.
(b) Clause (e) of the definition of Consolidated EBITDA in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
(e) any extraordinary, unusual or non-recurring expenses or losses (including, whether or not otherwise includable as a separate item in the statement of such Consolidated Net Income for such period, losses on sales of assets outside of the ordinary course of business and loss on early retirement of debt); provided that (i) the aggregate amount of professional fees and expenses (excluding the aggregate amount of professional fees and expenses reimbursed by the Loan Parties in accordance with the Second Amendment and Waiver, which are not subject to the limitation set forth in this proviso) that may be added back pursuant to this clause (e) for any period of four consecutive fiscal quarters shall not exceed, for the period of four consecutive fiscal quarters ending on or prior to (1) March 31, 2016, $30,000,000; (2) June 30, 2016, $36,000,000; (3) September 30, 2016, $35,000,000; (4) December 31, 2016, $31,000,000; (5) March 31, 2017, $25,000,000; (6) June 30, 2017, $37,000,000; (7) September 30, 2017, $35,000,000; (8) December 31, 2017, $31,000,000; and (9) March 31, 2018, $25,000,000, and (ii) this clause (e) may not be used to add back the write-down of current assets; provided further that, with respect to the applicable four consecutive fiscal quarter period, the amounts set forth in (6), (7), (8), and (9) above shall be reduced by an amount, if any, equal to the amount by which the Prior Period Adjustment Amount (as defined in Section 7.02(f)) exceeds $815,000.
(c) Section 7.02 of the Credit Agreement is hereby amended (i) by deleting the word and at the end of clause (d) of such section, (ii) replacing the period at the end of clause (e) of such section with ; and and (iii) adding the following new clause (f) to such section:
(f) concurrently with the delivery of the financial statements referred to in Sections 7.01(a) and (b), a certificate executed by a Responsible Officer stating the amount of professional fees and expenses incurred by the Loan Parties from and after March 31, 2017 that are to be allocated to any fiscal quarter ended on or prior to March 31, 2017 as adjustments in accordance with GAAP of such professional fee and expense amounts previously included within the underlying financial statements provided to the Lenders with the Borrowers Compliance Certificate, relating to the period ended March 31, 2017, dated as of May 12, 2017 (such amount, the Prior Period Adjustment Amount).
(d) Section 8.09 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: