Exhibit 10.5
CONFORMED COPY
FIRST AMENDMENT AND WAIVER
--------------------------
FIRST AMENDMENT AND WAIVER, dated as of October 18, 2001 (this
"Amendment"), to the Amended and Restated Credit Agreement, dated as of March
---------
21, 2000 (the "Credit Agreement"), among CONCENTRA INC. (f/k/a Concentra Managed
----------------
Care, Inc.), a Delaware corporation ("Holdings"), CONCENTRA OPERATING
--------
CORPORATION, a Nevada corporation (the "Borrower"), the several banks and other
--------
financial institutions or entities from time to time parties to the Credit
Agreement (the "Lenders"), THE CHASE MANHATTAN BANK, as administrative agent
-------
(the "Administrative Agent"), FLEET NATIONAL BANK, as documentation agent (the
--------------------
"Documentation Agent"), and CREDIT SUISSE FIRST BOSTON, as syndication agent
-------------------
(the "Syndication Agent").
-----------------
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Borrower, the Lenders, the Administrative Agent, the
Co-Documentation Agents and the Syndication Agent are parties to the Credit
Agreement;
WHEREAS, the Borrower desires to make two acquisitions, the HNS
Acquisition (as defined herein) and the NHR Acquisition (as defined herein);
WHEREAS, the HNS Acquisition and NHR Acquisition will be Permitted
Acquisitions;
WHEREAS, the Borrower has requested that the Lenders amend certain
provisions and waive certain provisions contained in the Credit Agreement to
facilitate the HNS Acquisition and NHR Acquisition; and
WHEREAS, the Required Lenders have consented to the requested
amendments to and waivers of certain provisions of the Credit Agreement on and
subject to the terms and conditions as set forth herein.
NOW THEREFORE, in consideration of the foregoing premises and for other
good and valuable consideration the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:
I. Definitions. Unless otherwise defined herein, terms defined in
-----------
the Credit Agreement are used herein as therein defined.
II. Amendments to the Credit Agreement. The parties hereto agree that
----------------------------------
the Credit Agreement shall be amended as follows:
A. Amendments to Section 1.1 (Definitions). Section 1.1 of the Credit
--------------------------------------
Agreement is hereby amended by adding the following new definitions in the
appropriate alphabetical order:
"First Amendment and Waiver Effective Date": the date on which
-----------------------------------------
the First Amendment and Waiver, dated as of October __, 2001, to this
Agreement became effective in accordance with its terms.
"HNS Acquisition": the acquisition of all of the Capital Stock or
---------------
assets of Health Network Systems, LLC, a Delaware limited liability
company, and Healthco, LLC, a Delaware limited liability company, by
the Borrower or a Subsidiary for aggregate consideration (including
Indebtedness of Health Network Systems, LLC) of approximately
$30,000,000.
"NHR Acquisition": the acquisition, by merger or otherwise, of
---------------
all of the Capital Stock or assets of National Healthcare Resources,
Inc., a Delaware corporation, by the Borrower or a Subsidiary of
Holdings or the Borrower for aggregate consideration (including
Indebtedness of National Healthcare Resources, Inc.) of approximately
$140,000,000. In the event that a Subsidiary of Holdings is a party to
NHR Acquisition, Holdings shall promptly contribute such Subsidiary (or
the surviving entity of any merger with National Healthcare Resources,
Inc.) to the Borrower.
"2001 Holdings Discount Notes": senior discount notes that (i)
----------------------------
may be issued by Holdings in connection with the HNS Acquisition and/or
the NHR Acquisition, (ii) yield gross proceeds not in excess of
$47,000,000, (iii) are stated to mature not earlier than 2009 and (iv)
have terms and conditions reasonably satisfactory to the Administrative
Agent. The Net Cash Proceeds from the 2001 Holdings Discount Notes
shall be contributed to the Borrower.
"2001 Subordinated Notes": as defined in Section 7.8A.
-----------------------
B. Amendment to Section 7.4 (Fundamental Changes). Section 7.4 of the
---------------------------------------------
Credit Agreement is hereby amended by (i) deleting the word "and" after clause
(a), (ii) deleting the period after clause (b) and substituting "; and" in lieu
thereof, and (iii) and inserting the following as clause (c):
(c) in connection with the NHR Acquisition, Holdings may create a
Subsidiary to merge with National Healthcare Resources, Inc.; provided,
that, immediately after such merger, action shall be taken for the
surviving entity of such merger to become a Subsidiary and, thereafter,
a Wholly Owned Subsidiary Guarantor.
C. Amendment to Section 7.7 (Capital Expenditures). Section 7.7 of the
----------------------------------------------
Credit Agreement is hereby amended by deleting said Section in its entirety and
substituting the following in lieu thereof:
7.7 Capital Expenditures. Make or commit to make any Capital
--------------------
Expenditure, except (a) Maintenance Capital Expenditures of the Borrower and its
Subsidiaries not exceeding (i) in the event the NHR Acquisition has not been
completed, the amount set forth in column A opposite each of the fiscal years
set forth below and (ii) in the event the NHR Acquisition has been completed,
the amount in column B set forth opposite each of such fiscal years set forth
below:
Fiscal Year Column A Column B
----------- -------- --------
2000 $32,500,000 NA
2001 $37,500,000 $43,500,000
2002 $42,500,000 $49,300,000
2003 $50,000,000 $58,000,000
2004 $55,000,000 $63,800,000
2005 $60,000,000 $69,600,000
2006 $65,000,000 $75,400,000
2007 $70,000,000 $81,200,000
2008 $75,000,000 $87,000,000
; provided, that in the event (i) Consolidated Leverage Ratios for the Borrower
--------
and its Subsidiaries shall not exceed the respective Consolidated Leverage
Ratios as originally set forth in Section 7.1(a) of this Agreement prior to the
effectiveness of the Amendment for four consecutive fiscal quarters, which
ratios are as set forth below for each relevant fiscal quarter:
Consolidated
Fiscal Quarter Leverage Ratio
-------------- --------------
March 31, 2000 5.25 to 1.00
June 30, 2000 5.00 to 1.00
September 30, 2000 4.75 to 1.00
December 31, 2000 4.50 to 1.00
March 31, 2001 4.25 to 1.00
June 30, 2001 4.25 to 1.00
September 30, 2001 4.00 to 1.00
December 31, 2001 3.75 to 1.00
March 31, 2002 3.50 to 1.00
June 30, 2002 3.50 to 1.00
September 30, 2002 3.25 to 1.00
December 31, 2002 3.25 to 1.00
Each Quarter thereafter
2003-2008 3.00 to 1.00
and (ii) the NHR Acquisition has not been completed, then the Maintenance
Capital Expenditures of the Borrower and its Subsidiaries shall be permitted to
be of amounts up to but not exceeding the Maintenance Capital Expenditures as
originally set forth in Section 7.7 of this Agreement prior to the effectiveness
of the Amendment, each of which amounts is as set forth below for each relevant
fiscal year:
Maintenance
Fiscal Year Capital Expenditures
----------- --------------------
2000 $50,000,000
2001 $55,000,000
2002 $55,000,000
2003 $60,000,000
2004 $60,000,000
2005 $70,000,000
2006 $70,000,000
2007 $80,000,000
2008 $90,000,000
; provided, further, in any event, that up to 50% of each such applicable amount
-------- -------
set forth above in this Section 7.7, if not expended in the fiscal year for
which it is permitted, may be carried over for expenditure in the next
succeeding fiscal year, and (b) Acquisition Capital Expenditures of the Borrower
and its Subsidiaries as permitted pursuant to Section 7.8A.
D. Amendment to Section 7.8A (Acquisitions). Section 7.8A of the Credit
---------------------------------------
Agreement is hereby amended (a) by amending the phrase "except for Acquisition
Capital Expenditures, Permitted Acquisitions and investments in Permitted Joint
Ventures" commencing in the third line thereof to read as follows:
except for (x) the HNS Acquisition and the NHR Acquisition and
(y) any other Acquisition Capital Expenditures, Permitted
Acquisitions and investments in Permitted Joint Ventures
(b) by adding the parenthetical "(other than the HNS Acquisition and NHR
Acquisition)" after the words "Permitted Acquisitions" in the "provided,
--------
however" clause, and (c) by adding to the end thereof a new sentence reading in
------
its entirety as follows:
In connection with the NHR Acquisition, the Borrower may issue
subordinated notes (the "2001 Subordinated Notes") in an
-----------------------
aggregate principal amount not in excess of $25,000,000 with
stated maturity and material terms and conditions consistent with
the Senior Subordinated Notes due 2009, and in connection with
the HNS Acquisition and/or the NHR Acquisition, Holdings may
issue the 2001 Holdings Discount Notes.
III. Waiver. The Lenders hereby waive any noncompliance that might
------
arise under (i) Section 8(l) in connection with the incurrence by Holdings of
the 2001 Holdings Discount Notes and the contribution thereof to the Borrower
for its use in consummating the HNS Acquisition
and the NHR Acquisition, (ii) Section 7.10 in connection with the HNS
Acquisition and NHR Acquisition and (iii) Section 7.17 in connection with the
with the HNS Acquisition and NHR Acquisition.
IV. Conditions Precedent. This Amendment shall become effective as of
--------------------
the later of the date on which each of the conditions precedent set forth below
shall have been satisfied or waived (the date such conditions are fulfilled, the
"Amendment Effective Date") and the date of the consummation of the first of
------------------------
the HNS Acquisition or the NHR Acquisition:
A. Holdings, the Borrower, the Administrative Agent and the
Required Lenders shall have executed and delivered this Amendment and the
Subsidiary Guarantors shall have consented to this Amendment.
B. The Administrative Agent shall have received, to the extent
that it has not theretofore received, a certificate of the Secretary or
Assistant Secretary of each of Holdings and the Borrower as to the incumbency
and signature of each of the officers signing this Amendment, and any other
instrument or document delivered by Holdings and the Borrower in connection
herewith, together with evidence of the incumbency of such Secretary or
Assistant Secretary.
V. General.
-------
A. Representation and Warranties. To induce the Administrative
-----------------------------
Agent and the Lenders parties hereto to enter into this Amendment, Holdings and
the Borrower hereby jointly and severally represent and warrant to the
Administrative Agent and Lenders parties hereto as of the Amendment Effective
Date that:
1. Power; Authorization; Enforceable Obligations.
---------------------------------------------
a. Each of Holdings and the Borrower has the corporate power and
authority, and the legal right, to make, deliver and perform this
Amendment, and to perform the Loan Documents, to which it is a
party, as amended by this Amendment, and has taken all necessary
corporate action to authorize the execution, delivery and
performance of this Amendment and the performance of such Loan
Documents, as so amended.
b. No consent or authorization of, filing with, notice to or
other act by or in respect of, any Governmental Authority or any
other Person is required in connection with the execution,
delivery, performance, validity or enforceability of this
Amendment, or the Loan Documents to which it is a party, as
amended by this Amendment, except for consents, authorizations,
filings and notices which have been obtained or made and are in
full force and effect.
c. This Amendment has been duly executed and delivered on behalf
of Holdings and the Borrower.
d. This Amendment and the Loan Documents to which Holdings or the
Borrower is a party, as amended by this Amendment, each,
constitutes a legal, valid and binding obligation of Holdings and
the Borrower, as the case may be, enforceable
against each of Holdings and the Borrower, as the case may be, in
accordance with its terms, except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization,
moratorium, or similar laws affecting the enforcement of
creditors' rights generally and by general equitable principles
(whether enforcement is sought by proceedings in equity or at
law).
2. No Legal Bar. The execution, delivery and performance of this
------------
Amendment and the performance of the Loan Documents to which Holdings
or the Borrower, as the case may be, is a party, as amended by this
Amendment, (a) will not violate or conflict with any Requirement of Law
or any material Contractual Obligation of Holdings, the Borrower or any
of its Subsidiaries and will not result in, or require, the creation or
imposition of any Lien on any of their respective properties or
revenues pursuant to any Requirement of Law or any such Contractual
Obligation.
3. No Change. Since December 31, 1998 there has been no
---------
development or event that has had or is reasonably expected to have a
Material Adverse Effect, except as disclosed to the Administrative
Agent and the Lenders on or prior to September 1, 2001.
4. Representations and Warranties in Loan Documents. The
------------------------------------------------
representations and warranties made by each Loan Party in each Loan
Document to which it is a party and herein are true and correct on and
as of the Amendment Effective Date, before and after giving effect to
the effectiveness of this Amendment, as if made on and as of the
Amendment Effective Date, except to the extent that such representation
and warranty is expressly limited by its terms to an earlier date.
B. Continuing Effect of Loan Documents. Except as expressly
-----------------------------------
amended, modified and supplemented hereby, the provisions of the Credit
Agreement and the other Loan Documents are and shall remain in full force and
effect.
C. Expenses. The Borrower agrees to pay to the Administrative
--------
Agent and the Lenders parties hereto all fees as set forth herein and to
reimburse the Administrative Agent for all of its reasonable out-of-pocket costs
and expenses incurred in connection with this Amendment and any other documents
prepared in connection herewith, including the reasonable fees and expenses of
counsel.
D. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
-------------
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
E. Counterparts. This Amendment may be executed in any number of
------------
counterparts by the parties hereto, each of which counterparts when so executed
shall be an original, but all counterparts taken together shall constitute one
and the same instrument. This Amendment may be delivered by facsimile
transmission of the relevant signature pages thereof.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their respective duly authorized officers as of
the day and year first above written.
CONCENTRA INC.
By: /s/ XXXXXXX X. XXXX
-------------------------------------
Title: Executive Vice President
CONCENTRA OPERATING CORPORATION
By: /s/ XXXXXXX X. XXXX
-------------------------------------
Title: Executive Vice President
THE CHASE MANHATTAN BANK, as
Administrative Agent and a Lender
By: /s/ XXXXXX XXXXXXXXX
-------------------------------------
Title: Vice President
APEX (IDM) CDO I, LTD.
By: Institutional Debt Management, Inc.,
as Collateral Manager
By: /s/ XXXX XXXXXXXXX
-------------------------------------
Title: Managing Director
APEX (TRIMARAN) CDO I, LTD.
By: Trimaran Advisors, L.L.C.
By: /s/ XXXX XXXXXXX
-------------------------------------
Title: Managing Director
BALANCED HIGH YIELD FUND II, LTD.
By: ING Capital Advisors LLC, as Asset
Manager
By: /s/ XXXXXXX XXXXXX
-------------------------------------
Title: Managing Director
BANKERS TRUST COMPANY
By: /s/ XXXXX X. XXXXX
-------------------------------------
Title: Vice President
BAVARIA TRR CORPORATION
By: /s/ XXXX XXXXX
-------------------------------------
Title: Vice President
By: /s/ XXXXX X. XXXXXXXXXX
-------------------------------------
Title: Vice President
BNP PARIBAS
By: /s/ XXXXX XXXXXX
-------------------------------------
Title: Director
By: /s/ XXXXX XXXXXXX
-------------------------------------
Title: Director
XXXXX POINT CBO 1999-1 LTD.
By: Sankaty Advisors, Inc., as Collateral
Manager
By: /s/ XXXXX X. XXXXX
-------------------------------------
Title: Managing Director
Portfolio Xxxxxx
XXXXX POINT II CBO 2000-1 LTD.
By: Sankaty Advisors, LLC, as Collateral
Manager
By: /s/ XXXXX X. XXXXX
-------------------------------------
Title: Managing Director
Portfolio Manger
CANYON CAPITAL CDO 2001-1 LTD.,
By: Canyon Capital Advisors LLC, a
Delaware limited liability company, its
Collateral Manager
By: /s/ X. XXXXXXXXX X. XXXXXXX
-------------------------------------
Title:
CARLYLE HIGH YIELD PARTNERS, L.P.
By: /s/ XXXXX X. XXXX
-------------------------------------
Title: Vice President
CARLYLE HIGH YIELD PARTNERS II, LTD.
By: /s/ XXXXX X. XXXX
-------------------------------------
Title: Vice President
CARLYLE HIGH YIELD PARTNERS III, LTD.
By: /s/ XXXXX X. XXXX
-------------------------------------
Title: Vice President
CIGNA CDO 2000-1, LTD.
By: /s/ XXXXXXXX XXXXXXXX
-------------------------------------
Title: Vice President
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ XXXXXXX XXXXXXXXX
-------------------------------------
Title: Senior Vice President
CREDIT SUISSE FIRST BOSTON
By: /s/ XXXXXXX X. XXXXXXX
-------------------------------------
Title: Vice President
By: /s/ XXXXXX XXXX
-------------------------------------
Title: Director
XXXXX XXXXX CDO II, LTD.
By: Xxxxx Xxxxx Management, as Investment
Advisor
By: /s/ PAYSON X. XXXXXXXXX
-------------------------------------
Title: Vice President
XXXXX XXXXX CDO III, LTD.
By: Xxxxx Xxxxx Management, as Investment
Advisor
By: /s/ PAYSON X. XXXXXXXXX
-------------------------------------
Title: Vice President
XXXXX XXXXX INSTITUTIONAL SENIOR LOAN
FUND
By: Xxxxx Xxxxx Management, as Investment
Advisor
By: /s/ PAYSON X. XXXXXXXXX
-------------------------------------
Title: Vice President
XXXXX XXXXX SENIOR INCOME TRUST
By: Xxxxx Xxxxx Management, as Investment
Advisor
By: /s/ PAYSON X. XXXXXXXXX
-------------------------------------
Title: Vice President
ELC (CAYMAN) LTD.
By: Institutional Debt Management, Inc.,
as Collateral Manager
By: /s/ XXXX XXXXXXXXX
-------------------------------------
Title: Managing Director
ELC (CAYMAN) LTD.
CDO SERIES 1999-I
By: Institutional Debt Management, Inc.,
as Collateral Manager
By: /s/ XXXX XXXXXXXXX
-------------------------------------
Title: Managing Director
ELC (CAYMAN) LTD. 1999-II
By: Institutional Debt Management, Inc.,
as Collateral Manager
By: /s/ XXXX XXXXXXXXX
-------------------------------------
Title: Managing Director
ELC (CAYMAN) LTD. 1999-III
By: Institutional Debt Management, Inc.,
as Collateral Manager
By: /s/ XXXX XXXXXXXXX
-------------------------------------
Title: Managing Director
ELC (CAYMAN) LTD. 2000-I
By: Institutional Debt Management, Inc.,
as Collateral Manager
By: /s/ XXXX XXXXXXXXX
-------------------------------------
Title: Managing Director
FIRST DOMINION FUNDING I
By: /s/ XXXXXX X. XXXXXXX
-------------------------------------
Title: Authorized Signatory
FIRST DOMINION FUNDING II
By: /s/ XXXXXX X. XXXXXXX
-------------------------------------
Title: Authorized Signatory
FIRST DOMINION FUNDING III
By: /s/ XXXXXX X. XXXXXXX
-------------------------------------
Title: Authorized Signatory
FLEET NATIONAL BANK
By: /s/ XXXXXXX X. XXXXX
-------------------------------------
Title: Director
GALAXY CLO 1999-1, LTD.
By: SAI Investment Adviser, Inc., its
Collateral Manager
By: /s/ XXXXXX X. XXXXXX
-------------------------------------
Title: Authorized Agent
XXXXXXX & CO.
By: Boston Management and Research, as
Investment Advisor
By: /s/ PAYSON X. XXXXXXXXX
-------------------------------------
Title: Vice President
XXXXX XXXXX XXX 0000-0 LTD.
By: Sankaty Advisors, Inc., as Collateral
Manager
By: /s/ XXXXX X. XXXXX
-------------------------------------
Title: Managing Director
Portfolio Manger
GREAT POINT CLO 1999-1 LTD.
By: Sankaty Advisors LLC, as Collateral
Manager
By: /s/ XXXXX X. XXXXX
-------------------------------------
Title: Managing Director
Portfolio Manger
HARBOUR TOWN FUNDING TRUST
By: /s/ XXX X. XXXXXX
-------------------------------------
Title: Authorized Agent
X.X. XXXXXXX MARKET VALUE FUND, L.P.
By: /s/ XXXXXXX X. XXXXXXXX
-------------------------------------
Title: Managing Director
KZH SOLEIL-2 LLC
By: /s/ XXXXX XXX
-------------------------------------
Title: Authorized Agent
LCM I LIMITED PARTNERSHIP
By: Lyon Capital Management LLC
By: /s/ FARBOUD TAVANGAR
-------------------------------------
Title: Senior Portfolio Manager
LIBERTY-XXXXX XXX ADVISOR FLOATING RATE
FLOATING RATE ADVANTAGE FUND
By: Xxxxx Xxx & Farnham Incorporated as
Advisor
By: /s/ XXXXX X. XXXXXXX
-------------------------------------
Title: Senior Vice President &
Portfolio Manager
MASSMUTUAL HIGH YIELD PARTNERS II, LLC
By: HYP Management Inc., as Managing
Member
By: /s/ XXXX XXX XXXXXXXX
-------------------------------------
Title: Vice President
MOUNTAIN CAPITAL CLO I LTD.
By: /s/ XXXXX XXXXXXX
-------------------------------------
Title: Director
OXFORD STRATEGIC INCOME FUND
By: Xxxxx Xxxxx Management, as Investment
Advisor
By: /s/ PAYSON X. XXXXXXXXX
-------------------------------------
Title: Vice President
PACIFICA PARTNERS I LP
By: Imperial Credit Asset Management,
Inc., as its Investment Manager
By: /s/ XXXX X. XXXXX
-------------------------------------
Title: Vice President
PB CAPITAL
By: /s/ XXXXXX XXXXXX
-------------------------------------
Title: Associate
By: /s/ XXXXXXX XXXXX
-------------------------------------
Title: Managing Director
Client Services
PENSION INVESTMENT COMMITTEE OF GENERAL
MOTORS EMPLOYEES DOMESTIC GROUP PENSION
TRUST
By: Fidelity Management Trust Company, as
Investment Manager, under Power of
Attorney
By: /s/ XXXX X. X'XXXXXX, XX.
-------------------------------------
Title: Executive Vice President
PERSEUS CDO I, LIMITED
By: Xxxxx X. Xxxxxx & Co., Inc., under
delegated authority from Massachusetts
Mutual Life Insurance Co., as Portfolio
Manager
By: /s/ XXXX XXX XXXXXXXX
-------------------------------------
Title: Managing Director
PILGRIM AMERICA HIGH INCOME INVESTMENTS
LLC LTD.
By: ING Pilgrim Investments, as its
Investment Manager
By: /s/ XXXXXX XXXXXX, CFA
-------------------------------------
Title: Vice President
PILGRIM CLO 1999-1 LTD.
By: ING Pilgrim Investments, as its
Investment Manager
By: /s/ XXXXXX XXXXXX, CFA
-------------------------------------
Title: Vice President
PILGRIM PRIME RATE TRUST
By: ING Pilgrim Investments, as its
Investment Manager
By: /s/ XXXXXX XXXXXX, CFA
-------------------------------------
Title: Vice President
SANKATY HIGH YIELD ASSET PARTNERS, L.P.
By: /s/ XXXXX X. XXXXX
-------------------------------------
Title: Managing Director
Portfolio Manger
SANKATY HIGH YIELD PARTNERS II, L.P.
By: /s/ XXXXX X. XXXXX
-------------------------------------
Title: Managing Director
Portfolio Manger
SANKATY HIGH YIELD PARTNERS III, L.P.
By: /s/ XXXXX X. XXXXX
-------------------------------------
Title: Managing Director
Portfolio Manger
SCOTIABANC INC.
By: /s/ XXXX XXXXXXX
-------------------------------------
Title: Relationship Manager
SENIOR DEBT PORTFOLIO
By: Boston Management and Research, as
Investment Advisor
By: /s/ PAYSON X. XXXXXXXXX
-------------------------------------
Title: Vice President
SEQUILS PILGRIM-I LTD.
By: ING Pilgrim Investments, as its
Investment Manager
By: /s/ XXXXXX XXXXXX, CFA
-------------------------------------
Title: Vice President
SIMSBURY CLO, LIMITED
By: Xxxxx X. Xxxxxx & Co., Inc., under
delegated authority from Massachusetts
Mutual Life Insurance Co., as Collateral
Manager
By: /s/ XXXX XXX XXXXXXXX
-------------------------------------
Title: Managing Director
SPS HI YIELD
By: /s/ XXXXXX XXXXXXXXX
-------------------------------------
Title: Vice President
STANWICH LOAN FUNDING LLC
By: /s/ XXX X. XXXXXX
-------------------------------------
Title: Assistant Vice President
XXXXX XXX FLOATING RATE LIMITED LIABILITY
COMPANY
By: /s/ XXXXX X. XXXXXXX
-------------------------------------
Title: Senior Vice President Xxxxx
Roe& Farnham Incorporated,
as Advisor to the Xxxxx Xxx
Floating Rate Limited
Liability Company
XXXXX XXX & FARNHAM CLO I LTD.,
By: Xxxxx Xxx & Xxxxxxx Incorporated, as
Portfolio Manager
By: /s/ XXXXX X. XXXXXXX
-------------------------------------
Title: Senior Vice President &
Portfolio Manager
UBS AG, STAMFORD BRANCH
By: UBS Warburg LLC, as Agent
By: /s/ XXXXXXX X. XXXXXX
-------------------------------------
Title: Associate Director
Banking Products Services, US
By: /s/ XXXXX XXXXXXX
-------------------------------------
Title: Associate Director
Banking Products Services, US
XXXXXXX XXXX FLOW FUND II
By: /s/ XXXXXXX X. XXXXXXXX
-------------------------------------
Title: Managing Director
WHITNEY PRIVATE DEBT FUND, L.P.
By: /s/ XXXXXXX X. XXXXXXXX
-------------------------------------
Title: Managing Director
ACKNOWLEDGMENT AND CONSENT
Each of the undersigned hereby acknowledges and consents to the
foregoing Amendment and hereby acknowledges and confirms its obligations under
the Guarantee and Collateral Agreement, dated as of August 17, 1999, and all
other Loan Documents, including, without limitation, as such documents have been
heretofore amended or modified, and, to the extent permitted by applicable law,
as may be further amended or modified from time to time.
CONCENTRA OPERATING CORPORATION
By: /s/ XXXXXXX X. XXXX
-------------------------------------
Title: Executive Vice President
CONCENTRA INC.
By: /s/ XXXXXXX X. XXXX
-------------------------------------
Title: Executive Vice President
CONCENTRA MANAGEMENT SERVICES, INC.
By: /s/ XXXXXXX X. XXXX
-------------------------------------
Title: Executive Vice President
CONCENTRA PREFERRED SYSTEMS, INC.
By: /s/ XXXXXXX X. XXXX
-------------------------------------
Title: Executive Vice President
CONCENTRA MANAGED CARE SERVICES, INC.
By: /s/ XXXXXXX X. XXXX
-------------------------------------
Title: Executive Vice President
CONCENTRA HEALTH SERVICES, INC.
By: /s/ XXXXXXX X. XXXX
-------------------------------------
Title: Executive Vice President
FIRST NOTICE SYSTEMS, INC.
By: /s/ XXXXXXX X. XXXX
-------------------------------------
Title: Executive Vice President
CRA MANAGED CARE OF WASHINGTON, INC.
By: /s/ XXXXXXX X. XXXX
-------------------------------------
Title: Executive Vice President
CRA-MCO, INC.
By: /s/ XXXXXXX X. XXXX
-------------------------------------
Title: Executive Vice President
CONCENTRA MANAGED CARE BUSINESS TRUST
By: /s/ XXXXXXX X. XXXX
-------------------------------------
Title: Executive Vice President
FOCUS HEALTHCARE MANAGEMENT, INC.
By: /s/ XXXXXXX X. XXXX
-------------------------------------
Title: Executive Vice President
XXXXXXX CONSULTING, INC.
By: /s/ XXXXXXX X. XXXX
-------------------------------------
Title: Executive Vice President
OCI HOLDINGS, INC.
By: /s/ XXXXXXX X. XXXX
-------------------------------------
Title: Executive Vice President
DRUG FREE CONSORTIUM, INC.
By: /s/ XXXXXXX X. XXXX
-------------------------------------
Title: Executive Vice President
OCCUCENTERS I, L.P
By: Concentra Health Services Inc., as
its General Partner
By: /s/ XXXXXXX X. XXXX
-------------------------------------
Title: Executive Vice President
