Exhibit
10.1


 


ASSIGNMENT AND ACCEPTANCE


 


Reference is made to the Credit Agreement, dated as of
May [26], 2006 (as amended, supplemented or otherwise modified from time
to time, the “Credit Agreement”), among HANGER ORTHOPEDIC GROUP, INC., a
Delaware corporation (the “Borrower”), the Lenders parties thereto,
LEHMAN BROTHERS INC. and CITIGROUP GLOBAL MARKETS INC., as joint lead arrangers
and joint bookrunners, CITICORP NORTH AMERICA, INC., as Administrative Agent,
LEHMAN COMMERCIAL PAPER, INC., as Syndication Agent, GENERAL ELECTRIC CAPITAL
CORPORATION, as co-documentation agent, and LASALLE BANK NATIONAL ASSOCIATION,
as co-documentation agent.  Unless
otherwise defined herein, terms defined in the Credit Agreement and used herein
shall have the meanings given to them in the Credit Agreement.


 


The Assignor identified on Schedule l hereto (the “Assignor”)
and the Assignee identified on Schedule l hereto (the “Assignee”) agree
as follows:


 


1.             The Assignor hereby irrevocably sells and assigns to
the Assignee without recourse to the Assignor, and the Assignee hereby
irrevocably purchases and assumes from the Assignor without recourse to the
Assignor, as of the Effective Date (as defined below), the interest described
in Schedule 1 hereto (the “Assigned Interest”) in and to the Assignor’s
rights and obligations under the Credit Agreement with respect to those credit
facilities contained in the Credit Agreement as are set forth on Schedule 1
hereto (individually, an “Assigned Facility”; collectively, the “Assigned
Facilities”), in a principal amount for each Assigned Facility as set forth
on Schedule 1 hereto.


 


2.             The Assignor (a) makes no representation or
warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with the Credit
Agreement or with respect to the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Credit Agreement, any other Loan
Document or any other instrument or document furnished pursuant thereto, other
than that the Assignor has not created any adverse claim upon the interest
being assigned by it hereunder and that such interest is free and clear of any
such adverse claim; (b) makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the Borrower, any of
its Subsidiaries or any other obligor or the performance or observance by the
Borrower, any of its Subsidiaries or any other obligor of any of their
respective obligations under the Credit Agreement or any other Loan Document or
any other instrument or document furnished pursuant hereto or thereto; and (c) attaches
any Notes held by it evidencing the Assigned Facilities and (i) requests
that the Administrative Agent, upon request by the Assignee, exchange the
attached Notes for a new Note or Notes payable to the Assignee and (ii) if
the Assignor has retained any interest in the Assigned Facility, requests that
the Administrative Agent exchange the attached Notes for a new Note or Notes
payable to the Assignor, in each case in amounts which reflect the assignment
being made hereby (and after giving effect to any other assignments which have
become effective on the Effective Date).


 


3.             The Assignee (a) represents and warrants that it
is legally authorized to enter into this Assignment and Acceptance; (b) confirms
that it has received a copy of the Credit 


 

















 


Agreement, together with
copies of the financial statements delivered pursuant to Section 4.1
thereof and such other documents and information as it has deemed appropriate
to make its own credit analysis and decision to enter into this Assignment and
Acceptance; (c) agrees that it will, independently and without reliance
upon the Assignor, the Agents or any other Lender and based on such documents
and information as it shall deem appropriate at the time, continue to make its
own credit decisions in taking or not taking action under the Credit Agreement,
the other Loan Documents or any other instrument or document furnished pursuant
hereto or thereto; (d) appoints and authorizes the Agents to take such
action as agent on its behalf and to exercise such powers and discretion under
the Credit Agreement, the other Loan Documents or any other instrument or
document furnished pursuant hereto or thereto as are delegated to the Agents by
the terms thereof, together with such powers as are incidental thereto; and (e) agrees
that it will be bound by the provisions of the Credit Agreement and will
perform in accordance with its terms all the obligations which by the terms of
the Credit Agreement are required to be performed by it as a Lender including,
if it is organized under the laws of a jurisdiction outside the United States,
its obligation pursuant to Section 2.20(d) of the Credit Agreement.


 


4.             The effective date of this Assignment and Acceptance
shall be the Effective Date of Assignment described in Schedule 1 hereto (the “Effective
Date”).  Following the execution of
this Assignment and Acceptance, it will be delivered to the Administrative
Agent for acceptance by it and recording by the Administrative Agent pursuant
to the Credit Agreement, effective as of the Effective Date (which shall not,
unless otherwise agreed to by the Administrative Agent, be earlier than five
Business Days after the date of such acceptance and recording by the
Administrative Agent).


 


5.             Upon such acceptance and recording, from and after the
Effective Date, the Administrative Agent shall make all payments in respect of
the Assigned Interest (including payments of principal, interest, fees and
other amounts) [to the Assignor for amounts which have accrued to the Effective
Date and to the Assignee for amounts which have accrued subsequent to the
Effective Date] [to the Assignee whether such amounts have accrued prior to the
Effective Date or accrue subsequent to the Effective Date.  The Assignor and the Assignee shall make all
appropriate adjustments in payments by the Agent for periods prior to the
Effective Date or with respect to the making of this assignment directly
between themselves.]


 


6.             From and after the Effective Date, (a) the
Assignee shall be a party to the Credit Agreement and have the rights and
obligations of a Lender thereunder and under the other Loan Documents and shall
be bound by the provisions thereof and (b) the Assignor shall, to the
extent provided in this Assignment and Acceptance, relinquish its rights and be
released from its obligations under the Credit Agreement.


 


7.             This Assignment and Acceptance shall be governed by
and construed in accordance with the laws of the State of New York.


 


IN WITNESS WHEREOF, the parties hereto have caused
this Assignment and Acceptance to be executed as of the date first above
written by their respective duly authorized officers on Schedule 1 hereto.


 


2

















 


Schedule 1

to Assignment and Acceptance


 


Name of Assignor: Lehman Commercial Paper Inc.


 


Name of Assignee: Barclays Bank PLC


 


Effective Date of Assignment: October 23, 2009


 


	
  Credit

  Facility Assigned

  	
   

  	
  Principal

  Amount Assigned

  	
   

  	
  [Percentage Assigned]*

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Revolving Credit Commitment

  	
   

  	
  $

  	
  10,000,000

  	
   

  	
  13.333333333333334

  	
  %

  
							



 


 


	
  LEHMAN COMMRCIAL
  PAPER INC., as Assignor

  	
   

  	
  BARCLAYS BANK
  PLC, as Assignee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  	
  Name:

  
	
   

  	
  Title:

  	
   

  	
   

  	
  Title:

  



 






* Calculate the Commitment Percentage that is
assigned to at least 15 decimal places and show as a percentage of the
aggregate commitments of all Lenders.


 

















 


	
  Accepted:

  	
   

  	
  Consented To:*

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CITICORP NORTH
  AMERICA, INC., as Administrative Agent

  	
   

  	
  HANGER
  ORTHOPEDIC GROUP, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  	
  Name:

  
	
   

  	
  Title:

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  CITICORP NORTH
  AMERICA, INC., as Administrative Agent

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  BANK OF AMERICA,
  N.A., as successor by merger to LaSalle Bank National Association as LC
  Issuing Bank

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  CITICORP NORTH
  AMERICA, as Swing Line Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  



 






* When required under the Credit Agreement.


 


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