EXHIBIT 4.3
FORM OF
FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE dated as of ______________, 1997 by and among
OccuSystems, Inc., a Delaware corporation ("OccuSystems"), United States Trust
Company of New York, a New York state banking corporation, as Trustee, and
Concentra Managed Care, Inc., a Delaware corporation ("Concentra").
RECITALS
A. OccuSystems executed and delivered to the Trustee an indenture dated
as of December 24, 1997 (the "Indenture") pursuant to which OccuSystems issued
$97,750,000 aggregate principal amount of its 6% Convertible Subordinated Notes
due 2001 (the "Notes").
B. Article V of the Indenture provides that OccuSystems may, without the
consent of the holders of the Notes, enter into a supplemental indenture (the
"Supplemental Indenture") to evidence the succession of another corporation to
OccuSystems and the assumption of such successor of all the obligations of
OccuSystems in connection with the Notes and the Indenture.
C. OccuSystems has entered into an Agreement and Plan of Reorganization
dated April 21, 1997 (the "Reorganization Agreement"), by and among
OccuSystems, CRA Managed Care, Inc., a Massachusetts corporation ("CRA"), and
Concentra pursuant to which (i) OccuSystems will be merged with and into
Concentra with the separate corporate existence of OccuSystems ceasing and
(ii) a wholly-owned subsidiary of Concentra will be merged with and into CRA
with the separate corporate existence of such subsidiary ceasing (the
"Mergers").
D. OccuSystems desires to amend the Indenture to provide for the
assumption by Concentra of the obligations of OccuSystems in connection with
the Notes and the Indenture.
E. OccuSystems has duly authorized the execution and delivery of this
Supplemental Indenture.
NOW, THEREFORE, in consideration of the mutual agreements and covenants
set forth herein, the parties hereto hereby agree, subject to the terms and
conditions hereinafter set forth, as follows:
Section 1. Confirmation of Original Indenture. Except as amended and
supplemented hereby, the Indenture is hereby ratified, confirmed and
reaffirmed in all respects. The Indenture and this Supplemental Indenture
shall be read, taken and construed as one and the same instrument.
Section 2. Successor Corporation Substituted. In accordance with
Article V of the Indenture, upon consummation of the Mergers pursuant to the
terms and conditions of the Reorganization Agreement (a) Concentra shall
succeed to, and be substituted for, and may exercise
every right and power of, OccuSystems under the Indenture with the same
effect as if Concentra had been named therein as OccuSystems and (b)
OccuSystems shall be released from its obligations under the Indenture
(except with respect to any obligations that arise from or as a result of the
Mergers).
Section 3. Miscellaneous.
(a) Execution as Supplemental Indenture. This Supplemental Indenture is
executed and shall be construed as an indenture supplemental to the Indenture
and, as provided in the Indenture, this Supplemental Indenture forms a part
thereof.
(b) Counterparts. This Supplemental Indenture may be executed in any
number of counterparts, each of which shall be an original, but such
counterparts shall together constitute but one and the same instrument.
(c) Effect of Headings. The headings contained in this Supplemental
Indenture are for convenience only and shall not be deemed to affect the
meaning or construction of any of the provisions hereof.
IN WITNESS WHEREOF, OccuSystems, the Trustee and Concentra have cause
this Supplemental Indenture to be signed on their behalf by their duly
authorized representatives, all as of the date first above written.
OCCUSYSTEMS, INC., a Delaware Corporation
By:
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Xxxxxxx X. Xxxx XX
Executive Vice President and
General Counsel
UNITED STATES TRUST COMPANY OF NEW
YORK, a New York state banking corporation, as
Trustee
By:
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Name:
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Title:
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CONCENTRA MANAGED CARE, INC., a
Delaware corporation
By:
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Xxxxxx X. Xxxxxx
President and Chief Executive Officer
