Exhibit 4.17
AMENDMENT NO. 3 TO
REGISTRATION RIGHTS AGREEMENT
AMENDMENT NO. 3 TO REGISTRATION RIGHTS AGREEMENT (this "Amendment") dated
as of November 20, 2002 by and among Concentra Inc., a Delaware corporation
formerly known as Concentra Managed Care, Inc. (the "Company"), the several
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 "FFC 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:
WHEREAS, the Company, the several persons named on Schedule I hereto under
the heading "Schedule I Purchasers" (the "Schedule I Purchasers") and the
several persons named on Schedule II hereto under the heading "FFC Purchasers"
(the "FFC Purchasers" and, together with the Schedule I Purchasers,
collectively, the "Purchasers") are parties to a Registration Rights Agreement
dated as of August 17, 1999 (the "Registration Rights Agreement");
WHEREAS, on November 1, 2001, the Company issued to certain of its existing
shareholders an aggregate 2,266,546 shares of Company Common Stock and warrants
to acquire an aggregate 771,277 additional shares of Company Common Stock and,
in connection therewith, the Registration Rights Agreement was amended by
Amendment No. 1 thereto dated as of November 1, 2001 to provide for certain
registration matters relating to such 2,266,546 shares of Company Common Stock
and the 771,277 shares of Company Common Stock issuable upon exercise of such
warrants;
WHEREAS, in connection with the Company's November 2001 acquisition of
National Health Resources, Inc. (the "NHR Merger"), the Registration Rights
Agreement was further amended by Amendment No. 2 thereto dated as of November 5,
2001 to permit the Company to grant certain registration rights with respect to
shares of Company Common Stock issued by the Company in the NHR Merger;
WHEREAS, the Company proposes to issue an aggregate 1,515,152 shares of
Company Common Stock (the "New Common Shares") pursuant to the terms and
conditions of a Stock Purchase Agreement (the "Stock Purchase Agreement") dated
as of the date hereof among the Company and the purchasers named therein (the
"Purchasing Stockholders");
WHEREAS, upon the issuance of the New Common Shares, 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;
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WHEREAS, it is a condition to the respective obligations of the Company and
the Purchasing Stockholders under the Stock 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
FFC 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;
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 Registration
Rights Agreement is amended as follows:
(a) Section 1 of the Registration Rights Agreement is amended by
deleting the definition of New Common Shares appearing therein and inserting in
the appropriate alphabetical order the following new definition:
"'New Common Shares' shall mean the `New Common Shares' referred
to in Amendment No. 1 to this Agreement dated as of November 1, 2001
and the `New Common Shares' referred to in Amendment No. 3 to this
Agreement dated as of November 20, 2002."
(b) Schedule I to the Registration Rights Agreement is deleted in its
entirety and replaced by Schedule I to this Amendment.
(c) Schedule II to the Registration Rights Agreement is deleted in
its entirety and replaced by Schedule II to this Amendment.
(d) All references to "FFT" or to the "FFT Purchasers" contained in
the Registration Rights Agreement shall be deleted and replaced by references to
"FFC" or to the "FFC Purchasers", as applicable.
SECTION 2. Miscellaneous.
(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.
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(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. 3 to Registration Rights Agreement, all as of the day and year first above
written.
CONCENTRA INC.
By: /s/ Xxxxxxx X. Xxxx XX
-----------------------
Xxxxxxx X. Xxxx XX
Executive Vice President,
General Counsel and Secretary
[PURCHASER SIGNATURE PAGES FOLLOW]
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Address for Notices: The Purchasers:
c/o Welsh, Carson, Xxxxxxxx & Xxxxx WELSH, CARSON, XXXXXXXX & XXXXX VIII,
L.P.
000 Xxxx Xxxxxx By: WCAS VIII Associates, L.L.C.,
Xxxxx 0000 Xxxxxxx Xxxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxxx Rather By: /s/ Xxxxxxxx X. Rather
Facsimile: (000) 000-0000 -------------------------------------
Managing Member
WELSH, CARSON, XXXXXXXX & XXXXX VI, L.P.
By: WCAS VI ASSOCIATES, L.L.C.
General Partner
By: /s/ Xxxxxxxx X. Rather
-------------------------------------
Xxxxxxxx X. Rather
Attorney-in-Fact
WCAS MANAGEMENT CORP.
By: /s/ Xxxxxxxx X. Rather
-------------------------------------
Xxxxxxxx X. Rather
Treasurer
Xxxx Xxxxxxx, Xx.
Xxxxx X. Xxxxxxxx
Xxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
Xxxxxxx X. xxXxxxxx
Xxxxx X. Xxxxxx
D. Xxxxx Xxxxxxx
Xxxxxx X. XxXxxxxxx
Xxxxxx X. Xxxxxxxxx
Xxxxxxxxx X. Xxxxxx
Xxxxxx X. Xxxx
Xxxx X. Xxxxxxx
Xxxxxxxx X. Rather
Xxxxxxx X. Xxxxx
Xxxx X. Xxxxxxx
Xxxxx X. XxxXxxxx
Xxxxxxx X. Xxxxx
By: /s/ Xxxxxxxx X. Rather
-------------------------------------
Xxxxxxxx X. Rather, Individually
and as Attorney- in-Fact
/s/ Xxxxx X. Xxxx
----------------------------------------
Xxxxx X. Xxxx
/s/ Xxxxxxx X. Xxxxx
----------------------------------------
Xxxxxxx X. Xxxxx
/s/ Xxxx Xxxxxxxx
----------------------------------------
Xxxx Xxxxxxxx
/s/ Xxxxxx Xxxxxxx, M.D.
----------------------------------------
Xxxxxx Xxxxxxx, M.D.
/s/ Xxxxx Xxxxxxxx
----------------------------------------
Xxxxx Xxxxxxxx
/s/ Xxxxx Xxxxx
----------------------------------------
Xxxxx Xxxxx
/s/ Xxxxxx X. Xxxxxx
----------------------------------------
Xxxxxx X. Xxxxxx
/s/ Xxxxxx Seeds
----------------------------------------
Xxxxxx Seeds
/s/ Xxxxxxx Xxxxx
----------------------------------------
Xxxxxxx Xxxxx
c/o Leeway & Co. (AT&T) X.X. XXXXXX DIRECT CORPORATE FINANCE
X.X. Xxxxxx Investment Management INSTITUTIONAL INVESTORS LLC
000 0/xx/ Xxxxxx, 00/xx/ Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx Xxxx By: /s/ Xxxxxx X. Kiss
Facsimile: 000-000-0000 ---------------------------------
Name: Xxxxxx X. Kiss
Title: Portfolio Manager
X.X. XXXXXX DIRECT CORPORATE FINANCE
PRIVATE INVESTORS LLC
By: /s/ Xxxxxx X. Kiss
---------------------------------
Name: Xxxxxx X. Kiss
Title: Portfolio Manager
000 XXXXX XXXXXX FUND, L.P.
By: /s/ Xxxxxx X. Kiss
---------------------------------
Name: Xxxxxx X. Kiss
Title: Portfolio Manager
c/o CMS Companies CMS PEP XIV CO-INVESTMENT SUBPARTNERSHIP
0000 Xxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Attention: Xxxx Xxxxxxxx
Facsimile: (000) 000-0000
By: /s/ Xxxxxxx X. Xxxxxxxx
---------------------------------------
Xxxxxxx X. Xxxxxxxx
Authorized Representative
CMS CO-INVESTMENT SUBPARTNERSHIP II
By: /s/ Xxxxxxx X. Xxxxxxxx
---------------------------------------
Xxxxxxx X. Xxxxxxxx
Authorized Representative
CMS DIVERSIFIED PARTNERS, L.P.
By: /s/ Xxxxxxx X. Xxxxxxxx
---------------------------------------
Xxxxxxx X. Xxxxxxxx
Authorized Representative
x/x Xxxxxxxx Xxxx XXXXXXXX XXXX PRIVATE EQUITY PARTNERS, L.P.
GSB Building
One Xxxxxxx Xxxxxx, 0/xx/ Xxxxx By: HLSP Investment Management, LLC,
Xxxx Xxxxxx, XX 00000 its General Partner
Attention: Xxxxxxx Xxxxxx
Facsimile: (000) 000-0000 By: Xxxxxxxx Xxxx Investment Holdings, L.L.C.
By: Xxxxxxxx Xxxx Advisors, L.L.C.
By: /s/ Xxxxx X. Xxxxxxxx
-------------------------------------
Xxxxx X. Xxxxxxxx
CEO
XXXXXXXX XXXX PRIVATE EQUITY FUND, PLC
By: /s/ Xxxxx X. Xxxxxxxx
-------------------------------------
Xxxxx X. Xxxxxxxx
Director
By: /s/ Xxxxxx X. Xxxx
-------------------------------------
Xxxxxx X. Xxxx
Director
c/o Nassau Capital Funds, L.P. NASSAU CAPITAL PARTNERS III L.P.
00 Xxxxxxxx Xxxxxx, 0/xx/ Xxxxx
Xxxxxxxxx, XX 00000
Attention: Xxxxxxx Xxxxx By: /s/ Xxxxxx Xxxxxxxx
Facsimile: (000) 000-0000 -----------------------------------------
Name: Xxxxxx Xxxxxxxx
Title:
NASSAU CAPITAL PARTNERS IV, L.P.
By: /s/ Xxxxxx Xxxxxxxx
-----------------------------------------
Name: Xxxxxx Xxxxxxxx
Title:
NAS PARTNERS LLC
By: /s/ Xxxxxx Xxxxxxxx
-----------------------------------------
Name: Xxxxxx Xxxxxxxx
Title:
c/o Portfolio Advisors, LLC A.S.F. CO-INVESTMENT PARTNERS, L.P.
0 Xxx Xxxxx Xxxxxxx Xxxxx By: PAF 10/98, LLC
Xxxxxx, XX 00000 By: Old Kings I, LLC, as Managing Member
Attention: Xxxxxxxx Xxxxxx
Facsimile: (000) 000-0000
By: /s/ Xxxxxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Managing Member
00 Xxxxxxx Xxxxxx, Xxxxx 0000 XXX XXXX LIFE CAPITAL PARTNERS, L.P.
Xxx Xxxx, XX 00000 By: NYLCAP Manager LLC, its Investment Manager
Attention: Xxxxxx Xxxxxxxxx
Facsimile: (000) 000-0000
By: /s/ Xxxxxx Xxxxxxxxx
-----------------------------------------
Name: Xxxxxx Xxxxxxxxx
Title:
XXXXXX XXXXXXX & COMPANY, LLC
on behalf of FFC PARTNERS I, L.P.
and as its General Partner
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------------
Xxxxxx X. Xxxxxx
Manager
and
on behalf of FFC EXECUTIVE PARTNERS I,
L.P. and as its General Partner
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------------
Xxxxxx X. Xxxxxx
Manager
and
on behalf of FFC PARTNERS II, L.P.
and as its General Partner
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------------
Xxxxxx X. Xxxxxx
Manager
SCHEDULE I
Schedule I Purchasers
See attached.
Address for Schedule I Purchasers:
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
FFC Purchasers
See attached.
Address for FFC Purchasers:
x/x Xxxxxx Xxxxxxx & Xx.
Xxx Xxxx
00 Xxxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxxxx Xxxxxx
Telecopy: (000) 000-0000
