EXHIBIT 3
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF DESIGNATIONS, POWERS, PREFERENCES
AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER
SPECIAL RIGHTS AND QUALIFICATIONS,
LIMITATIONS OR RESTRICTIONS
OF
7% REDEEMABLE PREFERRED STOCK
OF
HANGER ORTHOPEDIC GROUP, INC.,
A DELAWARE CORPORATION
(THE "CERTIFICATE OF DESIGNATIONS")
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Pursuant to Section 242 the
General Corporation Law of the State of Delaware
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Hanger Orthopedic Group, Inc., a corporation organized and existing
under the General Corporation Law of the State of Delaware (hereinafter called
the "Corporation"), hereby certifies that the following resolution was duly
adopted by the Board of Directors of the Corporation and was approved by the
holders of a majority of the outstanding shares of Common Stock of the
Corporation and by the holder of a majority of the outstanding shares of 7%
Redeemable Preferred Stock of the Corporation in accordance with the
provisions of Section 242 of the Delaware General Corporation Law at a meeting
duly called and held on May 16, 2000.
RESOLVED, that the Certificate of Designations setting forth the terms
of the Redeemable Preferred Stock of the Corporation shall be amended as
follows:
Section 1. The definition of "Change of Control" set forth in Article II
of the Certificate of Designations is hereby deleted in its entirety and
replaced with the following:
"Change of Control" means (a) a "Change of
Control" (as defined in the Indenture) or (b) a Merger
Change of Control.
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Page 2
Section 2. Article II of the Certificate of Designations is hereby
amended by adding a new definition thereto which shall read in its entirety as
follows:
"Merger Change of ControL" means a merger,
consolidation or amalgamation between the Corporation or any
wholly-owned Subsidiary and any other Person, except a
merger or consolidation of any Subsidiary with or into any
Person in connection with any acquisition permitted under
Section 3.3(c)(v)."
Section 3. Section 3.3 of the Certificate of Designations is hereby
amended by deleting Section 3.3(c)(iv) and replacing it with "Intentionally
Omitted."
IN WITNESS WEREOF, the Corporation had caused this Certificate of
Amendment to signed as of the 16th day of May, 2000.
HANGER ORTHOPEDIC GROUP, INC.
By: /s/IVAN R. SABEL
----------------
Name: Ivan R. Sabel
Title: Chairman of the Board, President
and Chief Executive Officer
