AMENDMENT NO. 2 TO REGISTRATION RIGHTS AGREEMENT
EXHIBIT 4.15
AMENDMENT NO. 2 TO
REGISTRATION RIGHTS AGREEMENT
AMENDMENT NO. 2 TO REGISTRATION RIGHTS AGREEMENT (this "Amendment")
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dated as of November 5, 2001 by and among Concentra Inc., a Delaware corporation
formerly known as Concentra Managed Care, Inc. (the "Company"), the several
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Schedule I Purchasers signatory hereto and the several FFT Purchasers signatory
hereto. Capitalized terms used in this Amendment which are not otherwise defined
herein shall have the meanings ascribed to them in the Registration Rights
Agreement referred to below.
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Company, the Schedule I Purchasers and the FFT Purchasers
are parties to a Registration Rights Agreement dated as of August 17, 1999 (as
amended, the "Registration Rights Agreement");
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WHEREAS, the Company, NHR Acquisition Company, Inc., a Delaware
corporation and wholly-owned subsidiary of the Company ("Merger Corp"), and
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National Health Resources, Inc., a Delaware corporation ("NHR") are parties to a
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Merger Agreement dated as of the date hereof (the "Merger Agreement"), pursuant
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to which, at the Effective Time (such term being used in this Agreement as
defined in the Merger Agreement), Merger Corp will be merged (the "Merger") with
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and into NHR with NHR surviving the Merger as a wholly-owned subsidiary of the
Company;
WHEREAS, pursuant to and in accordance with the Merger Agreement, at
the Effective Time, all shares of capital stock of NHR held by the stockholders
of NHR (other than those which are Schedule I Purchasers or Affiliates thereof)
(the "NHR Holders") shall be converted into the right to receive cash and/or
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shares of Company Common Stock (such shares, the "NHR Shares");
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WHEREAS, it is a condition to the obligation of NHR to consummate the
Merger that the Company shall have executed and delivered a Stockolders
Agreement in the form of Exhibit A hereto (the "NHR Stockholders Agreement")
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pursuant to which the NHR Holders shall be granted certain registration rights
relating to the NHR Shares; and
WHEREAS, the parties hereto desire to execute and deliver this
Amendment in order to fulfill such condition and permit the Company to grant
such registration rights contemplated by the NHR Stockholders Agreement;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements herein contained, the parties hereto hereby agree as
follows:
SECTION 1. Operative Provisions.
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(a) Section 4(c) of the Registration Rights Agreement is amended by
deleting the text "sold by the Company for its own account" appearing in the
first sentence thereof and inserting the text "sold by the Company or its own
account or for the account of others stockholders of the Company" in lieu
thereof.
(b) Notwithstanding anything to the contrary contained in Section
13(d) of the Registration Rights Agreement, the holders of a majority in
interest of the Restricted Stock held by the Schedule I Purchasers and the
holders of a majority in interest of the Restricted Stock held by the FFT
Purchasers consent to the Company's execution, delivery and performance of the
NHR Stockholders Agreement.
SECTION 2. Miscellaneous.
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(a) This Amendment shall be governed by and construed in accordance
with the laws of the State of New York.
(b) This Amendment may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
(c) Headings and section reference numbers in this Amendment are for
reference purposes only and shall not in any way affect the meaning or
interpretation of this Amendment.
(d) This Amendment is limited precisely as written and shall not be
deemed to be a modification, acceptance or waiver of any other term, condition
or provision of the Registration Rights Agreement.
IN WITNESS WHEREOF, each of the parties hereto has executed this
Amendment No. 2 to Registration Rights Agreement, all as of the day and year
first above written.
CONCENTRA INC.
By: /s/ XXXXXXX X. XXXX XX
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Name: Xxxxxxx X. Xxxx XX
Title: Executive Vice President,
General Counsel and Secretary
WELSH, CARSON, XXXXXXXX & XXXXX
VIII, L.P.
By: WCAS VIII Associates, L.L.C.,
General Partner
By:______________________________________
Managing Member
WCAS HEALTHCARE PARTNERS, L.P.
By: WCAS HC Partners, General Partner
By:______________________________________
General Partner
Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxxx
Xxxxx X. Xxxxxxxx
Xxxxxx X. Xxxx
Xxxxxx X. XxXxxxxxx
Xxxxxx X. Xxxxxxxxx
Xxxxxxx X. xxXxxxxx
Xxxx X. Xxxxxxx
Xxxxxxxx X. Xxxxxx
D. Xxxxx Xxxxxxx
Xxxxxxxxx X. Xxxxxx
Xxxxx X. XxxXxxxx
Xxxx X. Xxxxxxx
Xxxx Xxxxxxx, Xx.
Xxxxxxxx X. Rather
By: /s/ XXXXXXXX X. RATHER
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Xxxxxxxx X. Rather, Individually and
as Attorney-in-Fact
WCAS MANAGEMENT CORP
By:______________________________________
Name:
Title:
X.X. XXXXXX DIRECT CORPORATE FINANCE
INSTITUTIONAL INVESTORS LLC
By:______________________________________
Name:
Title:
X.X. XXXXXX DIRECT CORPORATE FINANCE
PRIVATE INVESTORS LLC
By:______________________________________
Name:
Title:
000 XXXXX XXXXXX FUND, L.P.
By:______________________________________
Name:
Title:
CALIFORNIA PUBLIC EMPLOYEES' RETIREMENT
SYSTEM
By:______________________________________
Name:
Title:
CALIFORNIA STATE TEACHERS' RETIREMENT
SYSTEM
By:______________________________________
Name:
Title:
CMS CO-INVESTMENT SUBPARTNERSHIP II
By: CMS CO-INVESTMENT SUBPARTNERSHIP,
a Delaware general partnership
By: CMS Co-Investment Partners, L.P.,
a Delaware limited partnership
By: CMS/Co-Investment Associates,
L.P., a Delaware limited
partnership
By: MSPS/Co-Investment, Inc.,
a Delaware corporation
By:______________________________
Its:
By: CMS 1997 Investment Partners,
L.P., a Delaware limited
partnership
By: CMS 1997, Inc., a
Delaware corporation
By:______________________
Its:
By: CMS Co-Investment Partners I-Q,
L.P., a Delaware limited
partnership
By: CMS/Co-Investment Associates,
L.P., a Delaware limited
partnership
By: MSPS/Co-Investment, Inc.
a Delaware corporation
By:______________________
Its:
By: CMS 1997 Investment Partners,
L.P., a Delaware limited
partnership
By: CMS 1997, Inc., a Delaware
corporation
By:__________________________
Its:
By: /s/ XXX XXXXX
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Xxx Xxxxx
By: /s/ XXXXX XXXXXXX
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Xxxxx Xxxxxxx
CMS DIVERSIFIED PARTNERS, L.P.
By: CMS/DP Associates, L.P, a general
partner
By: MSPS/DP, Inc., its general partner
By:______________________________________
(Vice) President
By: CMS 1995 Investment Partners, L.P, a
general partner
By: CMS 1995, Inc., its general
partner
By:______________________________
(Vice) President
CMS PEP XIV CO-INVESTMENT SUBPARTNERSHIP
By: /s/ XXXXXXX XXXXXXXX
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Xxxxxxx Xxxxxxxx
Authorized Representative
EURAZEO
By:______________________________________
Name:
Title:
DB CAPITAL INVESTORS, L.P.
By: DB Capital Partners, L.P.,
its General Partner
By: DB Capital Partners, Inc.,
its General Partner
By:______________________________________
Name:
Title:
GS PRIVATE EQUITY PARTNERS II, L.P.
By: GS PEP II Advisors, L.L.C., its
General Partner
By: GSAM Gen-Par, L.L.C., its Managing
Member
By:______________________________________
Name:
Title:
GS PRIVATE EQUITY PARTNERS II OFFSHORE,
L.P.
By: GS PEP II Offshore Advisors, Inc.,
its General Partner
By:______________________________________
Name:
Title:
GS PRIVATE EQUITY PARTNERS II - DIRECT
INVESTMENT FUND, L.P.
By: GS PEP II Direct Investment Advisors,
L.L.C., its General Partner
By: GSAM Gen-Par, L.L.C., its Managing
Member
By:______________________________________
Name:
Title:
GS PRIVATE EQUITY PARTNERS III, L.P.
By: GS PEP III Advisors, L.L.C., its
General Partner
By: GSAM Gen-Par, L.L.C., its Managing
Partner
By:______________________________________
Name:
Title:
GS PRIVATE EQUITY PARTNERS III OFFSHORE,
L.P.
By: GS PEP III Offshore Advisors, Inc.,
its General Partner
By:______________________________________
Name:
Title:
NBK/GS PRIVATE EQUITY PARTNERS, L.P.
By: GS PEP Offshore Advisors (NBK), Inc.
General Partner
By:______________________________________
Name:
Title:
XXXXXXXX XXXX PRIVATE EQUITY PARTNERS,
L.P.
By: HLSP Investment Management, LLC,
its General Partner
By: /s/ XXXXX X. XXXXXXXX
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Xxxxx X. Xxxxxxxx
Managing Member
XXXXXXXX XXXX PRIVATE EQUITY FUND, PLC
By: /s/ XXXXX X. XXXXXXXX
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Xxxxx X. Xxxxxxxx, Director
By: /s/ XXXXXX XXXX
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Xxxxxx Xxxx, Director
NASSAU CAPITAL PARTNERS III L.P.
By:______________________________________
Name:
Title:
NASSAU CAPITAL PARTNERS IV L.P.
By:______________________________________
Name:
Title:
NAS PARTNERS LLC
By:______________________________________
Name:
Title:
A.S.F. CO-INVESTMENT PARTNERS, L.P.
By: PAF 10/98, LLC
By: Old Kings I, LLC, as Managing
Member
By:______________________________________
Name:
Title:
NEW YORK LIFE CAPITAL PARTNERS, L.P.
By: NYLCAP Manager LLC, its Investment
Manager
By:______________________________________
Name:
Title:
XXXXXX XXXXXXX XXXXXXXX & CO., LLC
on behalf of FFT PARTNERS I, L.P. and as
its General Partner
By:______________________________________
Name:
Title:
and
on behalf of FFT EXECUTIVE PARTNERS I,
L.P. and as its General Partner
By:______________________________________
Name:
Title:
and
on behalf of FFT PARTNERS II, L.P. and as
its General Partner
By:______________________________________
Name:
Title:
EXHIBIT A
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Form of NHR Stockholders Agreement
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