155,000,000 CONCENTRA OPERATING CORPORATION 91/8% Senior Subordinated Notes due 2012 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 28th, 2004 • CPS Business CORP • Services-specialty outpatient facilities, nec • New York
Concentra Operating Corporation, a Nevada corporation (the "Issuer"), proposes to issue and sell to Credit Suisse First Boston LLC, Citigroup Global Markets Inc., Deutsche Bank Securities, Inc., Jefferies & Company, Inc. and J. P. Morgan Securities Inc. (collectively, the "Initial Purchasers"), upon the terms set forth in a purchase agreement of even date herewith (the "Purchase Agreement"), $155,000,000 aggregate principal amount of its 91/8% Senior Subordinated Notes due 2012 (the "Initial Securities") to be unconditionally guaranteed by each of the Subsidiaries listed on Schedule B to the Purchase Agreement (the "Guarantors and, together with the Issuer, the "Company"). The Initial Securities will be issued pursuant to an Indenture, dated as of June 8, 2004, (the "Indenture") among the Company, the Guarantors and The Bank of New York (the "Trustee"). As an inducement to the Initial Purchasers, the Company agrees with the Initial Purchasers, for the benefit of the holders of the Init
155,000,000 CONCENTRA OPERATING CORPORATION 91/8% Senior Subordinated Notes due 2012 PURCHASE AGREEMENTPurchase Agreement • June 28th, 2004 • CPS Business CORP • Services-specialty outpatient facilities, nec • New York
CREDIT SUISSE FIRST BOSTON LLC CITIGROUP GLOBAL MARKETS INC., As Representatives of the Initial Purchasers listed on Schedule A hereto, c/o Credit Suisse First Boston LLC, Eleven Madison Avenue, New York, N.Y. 10010-3629
ESCROW AGREEMENTEscrow Agreement • June 28th, 2004 • CPS Business CORP • Services-specialty outpatient facilities, nec • New York
This Escrow Agreement (this "Agreement") is made this 8th day of June, 2004, by and between CONCENTRA OPERATING CORPORATION, a Nevada corporation (the "Borrower"), and JPMORGAN CHASE BANK (the "Escrow Agent").
SUPPLEMENTAL INDENTURE Dated as of May 24, 2004 to Indenture Dated as of August 17, 1999 13% Series A Senior Subordinated Notes due 2009 13% Series B Senior Subordinated Notes due 2009Supplemental Indenture • June 28th, 2004 • CPS Business CORP • Services-specialty outpatient facilities, nec • New York
SUPPLEMENTAL INDENTURE dated as of May 24, 2004, by and among Concentra Operating Corporation, a Nevada corporation (the "Company"), and The Bank of New York, as successor to United States Trust Company of New York, as trustee (the "Trustee").
SECOND AMENDMENT TO THE CREDIT AGREEMENT $70,000,000 INCREMENTAL TERM LOAN FACILITY June 8, 2004Credit Agreement • June 28th, 2004 • CPS Business CORP • Services-specialty outpatient facilities, nec • New York
SECOND AMENDMENT, dated as of June 8, 2004 and effective as of June 8, 2004 (this "Second Amendment"), to the Credit Agreement, dated as of August 13, 2003, as amended by the First Amendment thereto, dated as of November 17, 2003 (the "Credit Agreement"), among CONCENTRA INC., a Delaware corporation ("Holdings"), CONCENTRA OPERATING CORPORATION, a Nevada corporation (the "Borrower"), the several banks and other financial institutions parties thereto (the "Existing Lenders" and, together with the Incremental Term Lenders (as defined below), the "Lenders") and JPMORGAN CHASE BANK, a New York banking corporation, as administrative agent for the Lenders thereunder (in such capacity, the "Administrative Agent"), is entered into by and among Holdings, the Borrower, the Lenders and the Administrative Agent.
