Exhibit 4.2


 


HANGER ORTHOPEDIC GROUP, INC.


 


71/8% Senior Notes due 2018


 


	
   

  	
   

  	
  CUSIP         

  
	
  No.    

  	
   

  	
  $          

  



 


HANGER ORTHOPEDIC GROUP, INC.


 


promises to pay to Cede & Co. or registered
assigns, the principal sum of
                    
Dollars ($                    )
on November 15, 2018.


 


Interest Payment Dates:  May 15 and November 15, commencing May 15,
2011.


 


Record Dates:  May 1
and November 1.


 


	
  Dated:

  	
   

  	
   

  



 

















 


71/8% SENIOR NOTES DUE 2018


 


THIS
GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING
THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS
HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT
THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE
REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (II) THIS GLOBAL
NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF
THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE
FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS
GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR
WRITTEN CONSENT OF THE COMPANY.


 


UNLESS
AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY
TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.  UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55
WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.  OR SUCH OTHER NAME AS MAY BE REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO.  OR SUCH OTHER ENTITY AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 

















 


IN WITNESS WHEREOF, the Company has caused this Note
to be signed manually or by facsimile by its duly authorized officers.


 


	
   

  	
  HANGER ORTHOPEDIC
  GROUP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  This is one of the Notes referred

  	
   

  	
   

  
	
  to in the within-mentioned Indenture:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  WILMINGTON TRUST COMPANY,

  	
   

  	
   

  
	
  as Trustee

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Dated

  	
   

  	
   

  	
   

  



 

















 


71/8% Senior Notes due 2018


 


Capitalized terms used herein shall have the meanings
assigned to them in the Indenture referred to below unless otherwise indicated.


 


1.             Interest.  Hanger Orthopedic Group, Inc., a
Delaware corporation (the “Company”),
promises to pay interest on the principal amount of this Note at 71/8% per annum until maturity and shall pay
Additional Interest, if any, as provided in Section 5(b) of the
Registration Rights Agreement.  The
Company shall pay interest semi-annually on May 15 and November 15 of
each year, commencing May 15, 2011, or if any such day is not a Business
Day, on the next succeeding Business Day (each an “Interest
Payment Date”).  Interest on
the Notes shall accrue from the most recent date to which interest has been
paid or, if no interest has been paid, from the date of issuance; provided, however, that
if there is no existing Default in the payment of interest, and if this Note is
authenticated between a record date referred to on the face hereof and the next
succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date; provided, further, that the first Interest Payment Date shall be May 15,
2011.  The Company shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law)
on overdue principal and premium, if any, from time to time on demand at a rate
that is 1% per annum in excess of the rate then in effect; it shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law)
on overdue installments of interest (without regard to any applicable grace
periods) from time to time on demand at the same rate to the extent lawful.  Interest shall be computed on the basis of a
360-day year of twelve 30-day months.


 


2.             Method of Payment.  The Company shall pay interest on the Notes
(except defaulted interest) on the applicable Interest Payment Date to the
Persons who are registered Holders of the Notes at the close of business on the
May 1 or November 1 next preceding the Interest Payment Date, even if
such Notes are cancelled after such record date and on or before such Interest
Payment Date, except as provided in Section 2.12 of the Indenture with
respect to defaulted interest.  The Notes
shall be payable as to principal, premium, if any, and interest and Additional
Interest, if any, at the office or agency of the Company maintained for such
purpose, or, at the option of the Company, payment of interest may be made by
check mailed to the Holders at their addresses set forth in the Security
Register; provided, however,
that payment by wire transfer of immediately available funds shall be required
with respect to principal of and interest and Additional Interest, if any, and
premium, if any, on, all Global Notes and all other Notes the Holders of which
shall have provided wire transfer instructions to the Company or the Paying
Agent.  Such payment shall be in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts.


 


The
amount due and payable at the maturity of this Note shall be payable only upon
presentation and surrender of this Note at the office of the Trustee or the
Trustee’s agent appointed for such purpose.


 


All
payments of principal and interest on this Note prior to Stated Maturity shall
be binding upon all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof,
whether or not noted hereon.


 


3.             Paying Agent and Registrar.  Initially, Wilmington Trust Company, the
Trustee under the Indenture, shall act as Paying Agent and Registrar.  The Company may change any Paying Agent or
Registrar without notice to any Holder. 
The Company or any of its Subsidiaries may act in any such capacity.


 


4.             Indenture.  The Company issued the Notes under an
Indenture dated as of November 2, 2010 (“Indenture”)
among the Company, the guarantors party thereto (the “Guarantors”)
and the Trustee.  The terms of the Notes
include those stated in the Indenture and those made part of the Indenture by 


 

















 


reference to the Trust Indenture Act of 1939, as
amended (15 U.S. Code §§ 77aaa-77bbbb). 
The Notes are subject to all such terms, and Holders are referred to the
Indenture and such Act for a statement of such terms.  To the extent any provision of this Note
conflicts with the express provisions of the Indenture, the provisions of the
Indenture shall govern and be controlling. 
The Notes are obligations of the Company unlimited in aggregate
principal amount.


 


5.             Optional Redemption.


 


(a)           Except
as set forth in clause (b) of this Paragraph 5, the Notes will not be
redeemable at the option of the Company prior to November 15, 2014.  Starting on that date, the Company may redeem
all or any portion of the Notes, at once or over time, after giving the
required notice under the Indenture.  The
Notes may be redeemed at the applicable redemption prices (expressed as
percentages of principal amount) set forth below, plus accrued and unpaid
interest and Additional Interest, if any, on the Notes redeemed to the
applicable redemption date (subject to the right of Holders on the relevant
record date to receive interest due on the relevant Interest Payment Date), if
redeemed during the twelve-month period commencing on November 15 of the
years indicated below:


 


	
  Year

  	
   

  	
  Percentage

  	
   

  
	
  2014

  	
   

  	
  103.563

  	
  %

  
	
  2015

  	
   

  	
  101.781

  	
  %

  
	
  2016 and thereafter

  	
   

  	
  100.000

  	
  %

  



 


(b)           At
any time and from time to time, prior to November 15, 2013, the Company
may redeem up to 35% of the aggregate principal amount of the Notes issued
under the Indenture at a redemption price equal to 107.125% of the principal
amount thereof, plus accrued and unpaid interest and Additional Interest, if
any, to the redemption date (subject to the right of Holders on the relevant
record date to receive interest due on the relevant Interest Payment Date) with
the net cash proceeds of any Qualified Equity Offering of the Company’s common
stock; provided, however,
that:


 


(1)           after
giving effect to any such redemption, at least 65% of the aggregate principal
amount of the Notes issued on the Issue Date (excluding Notes held by the
Company and its Subsidiaries) remains outstanding immediately after the
occurrence of such redemption; and


 


(2)           any
such redemption shall be made within 90 days of the closing of such Qualified
Equity Offering upon not less than 30 nor more than 60 days’ prior notice.


 


(c)            At any time and from time to time prior to November 15, 2014, the Company
may at its option redeem the Notes, in whole or in part, at a redemption price
equal to 100% of the principal amount of the Notes plus the Applicable Premium
as of, and accrued and unpaid interest to, the redemption date (subject to the
right of Holders on the relevant record date to receive interest due on the
relevant Interest Payment Date).  Notice
of such redemption must be mailed by first-class mail, postage prepaid, to each
Holder’s registered address, not less than 30 nor more than 60 days prior
to the redemption date.


 


(d)           Any
prepayment pursuant to this paragraph shall be made pursuant to the provisions
of Sections 3.01 through 3.06 of the Indenture.


 


6.             Mandatory Redemption.  The Company shall not be required to make
mandatory redemption or sinking fund payments with respect to the Notes.


 

















 


7.             Repurchase at Option of Holder.


 


(a)           Upon
the occurrence of a Change of Control, each Holder shall have the right to
require the Company to repurchase all or any part (equal to a minimum $2,000 or
an integral multiple of $1,000 in excess thereof) of such Holder’s Notes (a “Change of Control Offer”) at a purchase price equal to 101%
of the principal amount thereof, plus accrued and unpaid interest and
Additional Interest, if any, on the Notes repurchased to the purchase date
(subject to the right of Holders on the relevant record date to receive
interest due on the relevant Interest Payment Date).


 


(b)           If
the Company or one of its Restricted Subsidiaries consummates any Asset Sales,
when the aggregate amount of Excess Proceeds exceeds $20.0 million, the Company
shall, within 30 days, commence an offer to all Holders of Notes and all
holders of other Pari Passu Indebtedness containing provisions similar to those
set forth herein with respect to offers to purchase or redeem with the proceeds
of sales of assets (an “Asset Sale Offer”)
pursuant to Section 3.09 of the Indenture to purchase the maximum
principal amount of Notes (including any Additional Notes) and such other Pari
Passu Indebtedness that may be purchased out of the Excess Proceeds at an offer
price in cash equal to 100% of the principal amount thereof plus accrued and
unpaid interest and Additional Interest thereon, if any, to the date fixed for
the closing of such offer in accordance with the procedures set forth in the
Indenture.  To the extent that the
aggregate amount of Notes (including Additional Notes) and other Pari Passu
Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess
Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency
for purposes not otherwise prohibited by the Indenture and they will no longer
constitute Excess Proceeds.  If the
aggregate principal amount of Notes surrendered by Holders thereof and other
Pari Passu Indebtedness tendered by holders thereof exceeds the amount of
Excess Proceeds, the Trustee shall select the Notes and such other Pari Passu
Indebtedness to be purchased on a pro rata
basis.  Holders of Notes that are the
subject of an offer to purchase will receive an Asset Sale Offer from the
Company prior to any related purchase date and may elect to have such Notes
purchased by completing the form entitled “Option of Holder to Elect Purchase”
on the reverse of the Notes.


 


8.             Notice of Redemption.  Notice of redemption shall be mailed at least
30 days but not more than 60 days before the redemption date to each Holder
whose Notes are to be redeemed at its registered address.  Notes in denominations larger than $2,000 may
be redeemed in part but only in whole multiples of $1,000, unless all of the
Notes held by a Holder are to be redeemed. 
On and after the redemption date interest ceases to accrue on Notes or
portions thereof called for redemption.


 


9.             Denominations, Transfer, Exchange.  The Notes are in registered form without
coupons in minimum denominations of $2,000 and integral multiples of $1,000 in
excess thereof.  The transfer of Notes
may be registered and Notes may be exchanged as provided in the Indenture.  The Registrar and the Trustee may require a
Holder, among other things, to furnish appropriate endorsements and transfer
documents and the Company may require a Holder to pay any taxes and fees
required by law or permitted by the Indenture. 
The Company need not exchange or register the transfer of any Note or portion
of a Note selected for redemption, except for the unredeemed portion of any
Note being redeemed in part.  Also, the
Company need not exchange or register the transfer of any Notes for a period of
15 days before a selection of Notes to be redeemed or during the period between
a record date and the corresponding Interest Payment Date.


 


10.           Persons Deemed Owners.  The registered holder of a Note may be
treated as its owner for all purposes.


 


11.           Amendment, Supplement and Waiver.  Subject to certain exceptions, the Indenture
or the Notes may be amended or supplemented with the consent of the Holders of
at least a majority in 


 

















 


principal amount of the then outstanding Notes voting
as a single class, and any existing Default or compliance with any provision of
the Indenture or the Notes may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Notes voting as a single
class.  Without the consent of any
Holder, the Indenture or the Notes may be amended or supplemented to cure any
ambiguity, defect, omission, mistake or inconsistency, to provide for global
notes and/or uncertificated notes in addition to or in place of certificated
notes, to provide for the assumption by a successor Person of the obligations of
the Company under the Indenture in the case of a merger or consolidation or
sale of all or substantially all of the assets of the Company, to make any
change that would provide any additional rights or benefits to the Holders of
Notes (including the addition of Events of Default), to make any change to
comply with any requirement of the SEC in connection with the qualification of
the Indenture under the TIA, to add covenants for the benefit of the Holders or
to surrender any right or power conferred upon the Company or any Subsidiary
Guarantors, to add a Subsidiary Guarantor under the Indenture or release a
Subsidiary Guarantor in accordance with the Indenture, to conform the text of
the Indenture, the Notes or the Subsidiary Guarantees to any provision of the “Description
of the Notes” section of the Company’s offering memorandum dated October 20,
2010 relating to the Notes, to the extent such provision of the Indenture, the
Notes or the Subsidiary Guarantees was intended to conform to the text of the “Description
of the Notes” section, to evidence and provide for the acceptance of
appointment under the Indenture by a successor trustee and to provide for or
confirm the issuance of Additional Notes in accordance with the terms of the
Indenture.


 


12.           Defaults and Remedies.  Each of the following is an Event of Default
under the Indenture if it shall occur and be continuing:  (1) default for 30 days in the payment
when due of interest on, or Additional Interest with respect to, the Notes; (2) default
in payment when due of principal of, or premium, if any, on the Notes; (3) failure
by the Company or any of its Restricted Subsidiaries to comply with Article 5
of the Indenture; (4) failure by the Company or any of its Restricted
Subsidiaries for 30 days after notice to comply with Sections 4.12 and 4.18 of
the Indenture; (5) failure to perform or comply with Section 4.03 of
the Indenture and continuance of such failure to perform or comply for a period
of 90 days after written notice thereof has been given to the Company by the
Trustee or to the Company and the Trustee by the Holders of at least 25% in
aggregate principal amount of the outstanding Notes; (6) failure by the
Company or any of its Restricted Subsidiaries for 60 days after notice to
comply with any of its other agreements in the Indenture or in the Notes after
written notice thereof has been given to the Company by the Trustee or to the
Company and the Trustee by the Holders of at least 25% in aggregate principal
amount of the outstanding Notes; (7) default by the Company or any
Restricted Subsidiary under any mortgage, indenture or instrument (other than
the Indenture, this Note and the Subsidiary Guarantees) under which there may
be issued or by which there may be secured or evidenced any Indebtedness for
money borrowed (other than any such Indebtedness payable to the Company or any
Subsidiary of the Company) by the Company or any of its Restricted Subsidiaries
(or the payment of which is guaranteed by the Company or any of its Restricted
Subsidiaries) whether such Indebtedness or guarantee now exists, or is created
after the Issue Date, if that default (A) is caused by a failure to pay
principal of, or interest or premium, if any, on such indebtedness prior to the
expiration of the grace period provided in such Indebtedness (a “Payment Default”); or (B) results in the acceleration
of such Indebtedness prior to its express maturity; and in each such case, the
principal amount of any such indebtedness, together with the principal amount
of any other such Indebtedness under which there exists a Payment Default or
the maturity of which has been so accelerated at such time, aggregates more
than $30.0 million; (8) failure by the Company or any of the Subsidiary
Guarantors to pay final judgments (to the extent nor covered by insurance)
aggregating in excess of $30.0 million, which judgments are not paid,
discharged, satisfied, waived, bonded or stayed for a period of 60 consecutive
days; (9) except as permitted by or in accordance with the Indenture, any
Subsidiary Guarantee shall be held in any judicial proceeding to be
unenforceable or invalid or shall cease for any reason to be in full force and
effect or any Subsidiary Guarantor, or any Person acting on behalf of any
Subsidiary Guarantor, shall deny or disaffirm its obligations under its
Subsidiary Guarantee; and (10) certain events of bankruptcy or insolvency 


 

















 


described in the Indenture with respect to the Company
or any of its Significant Subsidiaries (or any group of Restricted Subsidiaries
that, taken together, would constitute a Significant Subsidiary).  If any Event of Default occurs and is
continuing, the Trustee or the Holders of not less than 25% in aggregate
principal amount of the then outstanding Notes may declare all the Notes to be
due and payable immediately by a notice in writing to the Company (and to the
Trustee if given by the Holders of the Notes); provided,
however, that after such acceleration, but before a judgment or
decree based on acceleration, the Holders of a majority in aggregate principal
amount of the outstanding Notes may, under certain circumstances, rescind and
annul such acceleration if all Events of Default, other than the nonpayment of
accelerated principal of or interest on the Notes, have been cured or waived as
provided in the Indenture. 
Notwithstanding the foregoing, in the case of an Event of Default
arising from certain events of bankruptcy or insolvency with respect to the
Company, any Subsidiary that is a Significant Subsidiary or any group of
Restricted Subsidiaries that, taken together, would constitute a Significant
Subsidiary, all outstanding Notes shall become due and payable without further
action or notice.  Holders may not
enforce the Indenture or the Notes except as provided in the Indenture.  Subject to certain limitations, Holders of a
majority in aggregate principal amount of the then outstanding Notes may direct
the Trustee in its exercise of any trust or power.  The Trustee may withhold from Holders notice
of any continuing Default or Event of Default if it determines that withholding
notice is in their interest, except a Default or Event of Default relating to
the payment of principal or interest or Additional Interest, if any.  The Holders of a majority in aggregate principal
amount of the Notes then outstanding by notice to the Trustee may on behalf of
the Holders of all of the Notes waive any existing Default or Event of Default
and its consequences under the Indenture, except a continuing Default or Event
of Default in the payment of interest or Additional Interest on, or the
principal of, the Notes.  The Company is
required to deliver to the Trustee annually a statement regarding compliance
with the Indenture, and the Company is required upon becoming aware of any Default
or Event of Default, to deliver to the Trustee a statement specifying such
Default or Event of Default.


 


13.           Trustee Dealings with Company.  The Trustee, in its individual or any other
capacity, may make loans to, accept deposits from, and perform services for the
Company or its Affiliates, and may otherwise deal with the Company or its
Affiliates, as if it were not the Trustee.


 


14.           No Recourse Against Others.  No director, officer, employee, incorporator
or stockholder of the Company or of any Subsidiary Guarantor, as such, shall
have any liability for any obligations of the Company or any Subsidiary
Guarantor under the Indenture, the Notes, the Subsidiary Guarantees or for any
claim based on, in respect of, or by reason of, such obligations or their
creation.  Each Holder by accepting a
Note waives and releases all such liability. 
The waiver and release are part of the consideration for the 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 SEC that such a waiver is
against public policy.


 


15.           Authentication.  This Note shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating
agent.


 


16.           Abbreviations.  Customary abbreviations may be used in the
name of a Holder or an assignee, such as: 
TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties), JT TEN (= joint tenants with right of survivorship and not as
tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).


 


17.           CUSIP Numbers.  Pursuant to a recommendation promulgated by
the Committee on Uniform Security Identification Procedures, the Company has
caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP
numbers in notices of redemption as a convenience to Holders.  No representation is made as to the accuracy
of such numbers either as printed on the Notes or as 


 

















 


contained in any notice of redemption and reliance may
be placed only on the other identification numbers placed thereon.


 


18.           Additional Rights of Holders of Restricted Global Notes and Restricted
Definitive Notes.  In addition to the rights provided to Holders
of Notes under the Indenture, Holders of Restricted Global Notes and Restricted
Definitive Notes that are Initial Notes shall have all the rights set forth in
the Registration Rights Agreement, dated as of November 2, 2010, between
the Company and the parties named on the signature pages thereto or, in
the case of Additional Notes, Holders of Restricted Global Notes and Restricted
Definitive Notes shall have the rights set forth in one or more registration
rights agreements, if any, among the Company and the other parties thereto,
relating to rights given by the Company to the purchasers of any Additional
Notes.


 


19.           Governing Law.  THE LAW OF THE STATE OF NEW YORK SHALL GOVERN
AND BE USED TO CONSTRUE THIS NOTE, WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPALS OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS
OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO
TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


The Company shall furnish to any Holder upon written
request and without charge a copy of the Indenture and/or the Registration
Rights Agreement.  Requests may be made
to:


 


Hanger Orthopedic Group, Inc.

10910 Domain Drive, Suite 300

Austin, Texas  78758

Attention:  Chief Financial Officer


 

















 


Assignment Form


 


To assign this Note, fill in the form below:  (I) or (we) assign and transfer this
Note to


 


	
   

  
	
  (Insert assignee’s soc. sec. or tax I.D. no.)

  
	
   

  
	
   

  
	
   

  
	
   

  
	
  (Print or type assignee’s name, address and
  zip code)

  



 


	
  and irrevocably appoint

  	
   

  
	
  to transfer this Note on the books of the Company.
  The agent may substitute another to act for him.

  
	
   

  



 


	
  Date:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Your Signature:

  	
   

  
	
   

  	
  (Sign exactly as your name appears on the face of
  this Note)

  
	
   

  	
   

  
	
   

  	
  Signature Guarantee:

  	
   

  
					



 

















 


SCHEDULE OF EXCHANGES OF INTERESTS IN THE
GLOBAL NOTE


 


The following exchanges of a part of this Global Note
for an interest in another Global Note or for a Definitive Note, or exchanges
of a part of another Global Note or Definitive Note for an interest in this
Global Note, have been made:


 


	
  Date of Exchange

  	
   

  	
  Amount of

  decrease in

  Principal Amount

  of this Global Note

  	
   

  	
  Amount of

  increase in

  Principal Amount

  of this Global Note

  	
   

  	
  Principal Amount

  of this Global Note

  following such

  decrease (or

  increase)

  	
   

  	
  Signature of

  authorized

  signatory of

  Trustee or Note

  Custodian

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


NOTATION OF GUARANTEE


 


For value received, each Subsidiary Guarantor (which
term includes any successor Person under the Indenture), jointly and severally,
unconditionally guarantees, to the extent set forth in the Indenture and
subject to the provisions in the Indenture, dated as of November 2, 2010
(the “Indenture”), among Hanger Orthopedic
Group, Inc. (the “Company”), the
Subsidiary Guarantors listed on the signature pages thereto and Wilmington
Trust Company, as trustee (the “Trustee”), (a) the
due and punctual payment of the principal of, premium, if any, and interest on
the Notes (as defined in the Indenture), whether at maturity, by acceleration,
redemption or otherwise, the due and punctual payment of interest on overdue
principal and premium, if any, and, to the extent permitted by law, interest,
and the due and punctual performance of all other obligations of the Company to
the Holders or the Trustee all in accordance with the terms of the Indenture
and (b) in case of any extension of time of payment or renewal of any
Notes or any of such other obligations, that the same will be promptly paid in
full when due or performed in accordance with the terms of the extension or
renewal, whether at stated maturity, by acceleration or otherwise.  The obligations of the Subsidiary Guarantors
to the Holders of Notes and to the Trustee pursuant to the Subsidiary Guarantee
and the Indenture are expressly set forth in Article 10 of the Indenture
and reference is hereby made to the Indenture for the precise terms of the
Subsidiary Guarantee.  This Subsidiary
Guarantee is subject to release as and to the extent set forth in Sections
10.04 and 10.05 of the Indenture.  Each
Holder of a Note, by accepting the same agrees to and shall be bound by such
provisions.  Capitalized terms used
herein and not defined are used herein as so defined in the Indenture.


 


[Signatures on following page]


 

















 


	
   

  	
  Hanger Prosthetics & Orthotics, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  George E. McHenry

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President,

  
	
   

  	
   

  	
   

  	
  Chief Financial Officer and Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ABi Orthotic/Prosthetic Laboratories, Ltd.

  
	
   

  	
  Advanced Prosthetics of America, Inc.

  
	
   

  	
  The Brace Shop Prosthetic Orthotic
  Centers, Inc.

  
	
   

  	
  Colorado Professional Medical, Inc.

  
	
   

  	
  Creative Orthotics & Prosthetics, Inc.

  
	
   

  	
  DDOPP Holding LLC

  
	
   

  	
  DiBello’s Dynamic Orthotics and Prosthetics

  
	
   

  	
  Partnership Ltd.

  
	
   

  	
  Dosteon Solutions, LLC

  
	
   

  	
  Elite Care, Incorporated

  
	
   

  	
  Eugene Teufel & Son Orthotics &
  Prosthetics, Inc.

  
	
   

  	
  Hanger Prosthetics & Orthotics
  East, Inc.

  
	
   

  	
  Hanger Prosthetics & Orthotics
  West, Inc.

  
	
   

  	
  Hattingh Holdings, Inc.

  
	
   

  	
  Inline Orthotic and Prosthetic Systems

  
	
   

  	
  Innovative Neurotronics, Inc.

  
	
   

  	
  Linkia, LLC

  
	
   

  	
  Nebraska Orthotic & Prosthetic
  Services, Inc.

  
	
   

  	
  OPNET, Inc.

  
	
   

  	
  Orthopedic Rehabilitation Products, Ltd.

  
	
   

  	
  Southern Prosthetic Supply, Inc.

  
	
   

  	
  Speed Acquisition Vehicle, Inc.

  
	
   

  	
  Wasatch Orthotics & Pedorthics, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  George E. McHenry

  
	
   

  	
   

  	
  Title:

  	
  Treasurer and Secretary