Exhibit 4.14
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AMENDMENT NO. 1 TO
REGISTRATION RIGHTS AGREEMENT
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT (this "Amendment")
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dated as of November 1, 2001 by and among Concentra Inc., a Delaware corporation
formerly known as Concentra Managed Care, Inc. (the "Company"), the several
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persons signatory hereto and named on Schedule I hereto under the heading
"Schedule I Purchasers" and the several persons signatory hereto and named on
Schedule II hereto under the heading "FFT Purchasers". 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:
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WHEREAS, the Company, the several persons named on Schedule I hereto
under the heading "Schedule I Purchasers" (the "Schedule I Purchasers") and the
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several persons named on Schedule II hereto under the heading "FFT Purchasers"
(the "FFT Purchasers" and, together with the Schedule I Purchasers,
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collectively, the "Purchasers") are parties to a Registration Rights Agreement
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dated as of August 17, 1999 (the "Registration Rights Agreement");
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WHEREAS, the Company proposes to issue (1) an aggregate 2,266,546
shares of Company Common Stock (the "New Common Shares") and (2) warrants to
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acquire an aggregate 771,277 shares of Company Common Stock (the "New Warrants"
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and, together with the New Common Shares, the "New Securities") pursuant to the
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terms and conditions of a Securities Purchase Agreement (the "Securities
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Purchase Agreement") dated as of the date hereof among the Company and the
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purchasers named therein (the "Purchasing Stockholders");
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WHEREAS, upon the issuance of the New Securities, each Purchaser
will own the number of shares of Company Common Stock, Company Class A Common
Stock and/or New Warrants, as the case may be, appearing opposite the name of
such Purchaser on Schedule I or Schedule II hereto, as the case may be;
WHEREAS, it is a condition to the respective obligations of the
Company and the Purchasing Stockholders under the Securities Purchase Agreement
that this Amendment be executed and delivered by the Company and each of the
Purchasing Stockholders, including (i) the holders of a majority in interest of
the Restricted Stock currently held by the Schedule I Purchasers and (ii) the
holders of a majority in interest of the Restricted Stock currently held by the
FFT Purchasers;
WHEREAS, the parties hereto desire to execute and deliver this
Amendment in order to fulfill such condition and to provide for certain
registration matters relating to the New
Common Shares and the shares of Company Common Stock issuable upon exercise of
the New Warrants (the "Warrant Shares");
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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. Amendments to Registration Rights Agreement. The
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Registration Rights Agreement is amended as follows:
(a) Section 1 of the Registration Rights Agreement is amended to
insert in the appropriate alphabetical order the following new
definitions:
" 'New Common Shares' shall have the meaning provided in Amendment
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No. 1 to this Agreement dated as of November 1, 2001."
" 'Warrant Shares' shall have the meaning provided in Amendment No.
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1 to this Agreement dated as of November 1, 2001."
(b) The definition of Restricted Stock appearing in Section 1 of the
Registration Rights Agreement is deleted in its entirety and replaced with
the following new definition:
" 'Restricted Stock' shall mean any shares of Company Capital Stock,
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the certificates for which are required to bear the legend set forth
in Section 2 hereof (including, without limitation, all of the New
Common Shares and any and all Warrant Shares from time to time
outstanding) held by any party to this Agreement."
(c) Section 3 of the Registration Rights Agreement is amended to
insert the text "as amended," immediately after the text "Stockholders
Agreement, dated as of the date hereof among the Company and the Purchasers,"
appearing in the first sentence thereof.
(d) Schedule I to the Registration Rights Agreement is deleted in
its entirety and replaced by Schedule I to this Amendment.
(e) Schedule II to the Registration Rights Agreement is deleted in
its entirety and replaced by Schedule II to this Amendment.
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.
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(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.
[signature pages follow]
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IN WITNESS WHEREOF, each of the parties hereto has executed this
Amendment No. 1 to Registration Rights Agreement, all as of the day and year
first above written.
CONCENTRA INC.
By_______________________________________
Name: Xxxxxxx X. Xxxx XX
Title: Executive Vice President,
General Counsel and Secretary
_________________________________________
Name:
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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:________________________________________
Xxxxxxxx X. Rather, Individually and
as Attorney-in-Fact
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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:
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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:_____________________________________
Xxx Xxxxx
By:_____________________________________
Xxxxx Xxxxxxx
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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:_____________________________________
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:
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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:
9
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:
00
XXXXXXXX XXXX PRIVATE EQUITY PARTNERS,
L.P.
By: HLSP Investment Management, LLC,
its General Partner
By: _____________________________________
Xxxxx X. Xxxxxxxx
Managing Member
XXXXXXXX XXXX PRIVATE EQUITY FUND, PLC
By: _____________________________________
Xxxxx X. Xxxxxxxx, Director
By: _____________________________________
Xxxxxx Xxxx, Director
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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:
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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:
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SCHEDULE I
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Schedule I Purchasers
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See attached.
Address for Schedule I Purchasers:
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c/o Welsh, Carson, Xxxxxxxx & Xxxxx
000 Xxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx X. Xxxxxxx
Telecopy: (000) 000-0000
SCHEDULE II
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FFT Purchasers
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See attached.
Address for FFT Purchasers:
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c/o Ferrer Xxxxxxx Xxxxxxxx & Co.
The Mill
00 Xxxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxxxx Xxxxxx
Telecopy: (000) 000-0000
with a copy to:
Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx
Xxx Xxx Xxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxxx
Telecopy: (000) 000-0000
