Exhibit 4.8

 

WAIVER

 

WAIVER (this “Waiver”), dated as of December 12, 2014, to that certain Credit Agreement, dated as of June 17, 2013 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”; capitalized terms used herein and not defined shall have the meaning set forth in the Credit Agreement), among HANGER, INC. (the “Borrower”), each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and Issuer.

 

W I T N E S S E T H:

 

WHEREAS, pursuant to Section 11.01 of the Credit Agreement, the Borrower and the Lenders party hereto agree to the waiver of the Credit Agreement and other Loan Documents as set forth herein.

 

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

 

SECTION ONE - Waiver.  Subject to the satisfaction of the conditions set forth in Section Two hereof, the Required Lenders hereby waive (a) any Default or Event of Default under Section 9.01(d) of the Credit Agreement, to the extent such Default or Event of Default arises or has arisen in connection with the Borrower’s obligations under Section 7.01(b) in respect of the financial information and other materials required to be delivered pursuant thereto for the period ended September 30, 2014, as well as, in each case in respect thereto, the requirement to give any notice pursuant to Section 7.03 and to deliver a Compliance Certificate pursuant to Section 7.02(b) and (b) any Default or Event of Default under Section 9.01(e)(ii) to the extent such Default or Event of Default arises or has arisen as a result of the Borrower’s failure to timely furnish its Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 to the holders of the notes and the trustee under that certain Indenture, dated as of November 2, 2010, among the Borrower, certain of the Borrower’s subsidiaries and Wilmington Trust Company, as trustee, in all cases, until the earlier to occur of (x) compliance with Sections 7.01(b) and 7.02(b) and (y) the close of business on January 15, 2015 (the “Expiration Date”).

 

SECTION TWO - Conditions to Effectiveness.  This Waiver shall become effective (the “Waiver Effective Date”) upon satisfaction of each of the following conditions:

 

(a)                                 the Administrative Agent shall have received counterparts hereof signed by each of the Required Lenders and the Borrower;

 

(b)                                 after giving effect to this Waiver, no Default or Event of Default will have occurred and be continuing on such date;

 

(c)                                  the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower as to the satisfaction of the condition set forth in Section 2(b).

 











 

(d)                                 All fees and expenses payable on or before the date hereof by the Borrower to the Administrative Agent (or its Affiliates) in connection with this Waiver in accordance with Section 11.04 of the Credit Agreement shall have been paid, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, to the extent invoiced to the Borrower prior to the date hereof.

 

SECTION THREE - Governing Law.  This Waiver shall be governed by, and construed in accordance with, the law of the State of New York.

 

SECTION FOUR — Full Force and Effect.  Except as expressly set forth herein, this Waiver shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Credit Agreement or any other Loan Document, and 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.

 

SECTION FIVE — Counterparts.  This Waiver may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

 

[SIGNATURE PAGE FOLLOWS]

 











 

IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be duly executed and delivered as of the day and year first above written.

 

	
 
    	
HANGER, INC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   George E. McHenry
    
	
 
    	
 
    	
Name:
    	
George E.   McHenry
    
	
 
    	
 
    	
Title:
    	
Executive   Vice President &
    
	
 
    	
 
    	
 
    	
Chief   Financial Officer
    


 

[December 2014 Waiver]

 











 

Acknowledged and consented to

as of the date first set forth above:

 

	
BANK OF   AMERICA, N.A.,
    	
 
    
	
as   Administrative Agent
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/   Christine Trotter
    	
 
    	
 
    
	
 
    	
Name:
    	
Christine   Trotter
    	
 
    	
 
    
	
 
    	
Title:
    	
Assistant   Vice President
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
BANK OF   AMERICA, N.A.,
    	
 
    	
 
    
	
as Issuer   and Swing Line Lender
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
 
    	
 
    	
 
    
	
 
    	
Name:
    	
 
    	
 
    
	
 
    	
Title:
    	
 
    	
 
    


 

[December 2014 Waiver]

 











 

	
Acknowledged   and consented to
    	
 
    
	
as of the   date first set forth above:
    	
 
    
	
 
    	
 
    
	
BANK OF   AMERICA, N.A.,
    	
 
    
	
as   Administrative Agent
    	
 
    
	
 
    	
 
    
	
By:
    	
 
    	
 
    	
 
    
	
 
    	
Name:
    	
 
    	
 
    	
 
    
	
 
    	
Title:
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
BANK OF   AMERICA, NA.,
    	
 
    	
 
    
	
as Issuer   and Swing Line Lender
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/   Whitney M. Fraga
    	
 
    	
 
    
	
 
    	
Name:
    	
Whitney   M. Fraga
    	
 
    	
 
    
	
 
    	
Title:
    	
Senior   Vice President
    	
 
    	
 
    
							


 

[December 2014 Waiver]

 











 

	
 
    	
SUNTRUST   BANK,
    	
 
    
	
 
    	
as a   Lender (type name of the legal entity)
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Baerbel Freudenthaler
    	
 
    
	
 
    	
 
    	
Name:
    	
BAERBEL   FREUDENTHALER
    	
 
    
	
 
    	
 
    	
Title:
    	
MANAGING   DIRECTOR
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
If a   second signature is necessary:
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 
    	
 
    
	
 
    	
 
    	
Name:
    	
 
    
	
 
    	
 
    	
Title:
    	
 
    


 

[December 2014 Waiver]

 











 

	
 
    	
Wells   Fargo Bank National Association,
    
	
 
    	
as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Kirk   Tesch
    
	
 
    	
 
    	
Name:
    	
Kirk   Tesch
    
	
 
    	
 
    	
Title:
    	
Managing   Director
    


 

[December 2014 Waiver]

 











 

	
 
    	
ASSOCIATED BANK,   N.A., as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ James   A. Goody
    
	
 
    	
 
    	
Name:
    	
James A.   Goody
    
	
 
    	
 
    	
Title:
    	
Vice   President
    


 

Hanger Waiver

 











 

	
 
    	
COMPASS   BANK,
    	
 
    
	
 
    	
as a   Lender
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ D.   Sowards
    	
 
    
	
 
    	
 
    	
Name:
    	
Debbie   Sowards
    	
 
    
	
 
    	
 
    	
Title:
    	
Senior   Vice President
    
						


 

[December 2014 Waiver]

 











 

	
 
    	
BRANCH   BANKING AND TRUST COMPANY,
    
	
 
    	
as a   Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Janet   L. Wheeler
    
	
 
    	
 
    	
Name:
    	
Janet L.   Wheeler
    
	
 
    	
 
    	
Title:
    	
Vice   President
    


 

[December 2014 Waiver]

 












 

	
 
    	
BOKF, NA   dba Bank of Texas
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Chris   O’Brien
    
	
 
    	
 
    	
Name:
    	
Chris   O’Brien
    
	
 
    	
 
    	
Title:
    	
Vice   President
    


 

[December 2014 Waiver]

 











 

	
 
    	
Fifth   Third Bank,
    
	
 
    	
as a Lender   (type name of the legal entity)
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Thomas Avery
    
	
 
    	
 
    	
Name:
    	
Thomas   Avery
    
	
 
    	
 
    	
Title:
    	
Relationship   Manager
    


 

[December 2014 Waiver]

 











 

	
 
    	
Royal   Bank of Canada, as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Amy   S. Promaine
    
	
 
    	
 
    	
Name:
    	
Amy Promaine
    
	
 
    	
 
    	
Title:
    	
Authorized   Signatory
    


 

Hanger Waiver