CONCENTRA OPERATING CORPORATION 9½% Senior Subordinated Notes Due 2010 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 8th, 2003 • Oci Holdings Inc • 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 and Citigroup Global Markets Inc. (together, the “Initial Purchasers”), upon the terms set forth in a purchase agreement, dated as of the date hereof (the “Purchase Agreement”), $30,000,000 aggregate principal amount of its 9½% Senior Subordinated Notes Due 2010 (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 as additional securities pursuant to the Indenture, dated as of August 13, 2003, (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 Initial Securities (including, without limitation, the Initial
CONCENTRA OPERATING CORPORATION PURCHASE AGREEMENTPurchase Agreement • December 8th, 2003 • Oci Holdings Inc • Services-specialty outpatient facilities, nec • New York
FIRST AMENDMENT TO THE CREDIT AGREEMENTThe Credit Agreement • December 8th, 2003 • Oci Holdings Inc • Services-specialty outpatient facilities, nec • New York
THIS FIRST AMENDMENT, dated as of November 17, 2003 (the “Amendment”), to the Credit Agreement, dated as of August 13, 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 from time to time parties thereto (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.
FIRST SUPPLEMENTAL INDENTURE Dated as of November 20, 2003 to Indenture Dated as of August 13, 2003Indenture • December 8th, 2003 • Oci Holdings Inc • Services-specialty outpatient facilities, nec • New York
FIRST SUPPLEMENTAL INDENTURE dated as of November 20, 2003 (this “Supplemental Indenture”), between Concentra Operating Corporation, a Nevada corporation (the “Company”), and The Bank of New York, as trustee (the “Trustee”).
AMENDMENT NO. 2 TO BRIDGE LOAN AGREEMENTBridge Loan Agreement • December 8th, 2003 • Oci Holdings Inc • Services-specialty outpatient facilities, nec • New York
AMENDMENT NO. 2, dated as of November 14, 2003 (this “Amendment”), to the Bridge Loan Agreement, dated as of June 25, 2002, among CONCENTRA INC., as the Borrower, CITICORP NORTH AMERICA, INC., as Lender and the Administrative Agent, and the other Lenders party thereto from time to time (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”).
