EXHIBIT 10.2
SECOND AMENDMENT AND WAIVER
SECOND AMENDMENT AND WAIVER, dated as of June 14, 2002 (this "Second
Amendment"), to the Amended and Restated Credit Agreement, dated as of March 21,
2000 (as amended to date and as the same may be further amended, supplemented or
otherwise modified, 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"), JPMorgan Chase Bank (f/k/a 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, Holdings, the Borrower, the Lenders, the Administrative
Agent, the Documentation Agent and the Syndication Agent are parties to the
Credit Agreement;
WHEREAS, Holdings wishes to issue the 2002 Holdings Discount Notes (as
defined herein) and Holdings and the Borrower wish to make certain changes to
their financial covenants under the Credit Agreement;
WHEREAS, Holdings and the Borrower have requested that the Lenders
amend certain provisions and waive certain provisions contained in the Credit
Agreement to facilitate the issuance by Holdings of the 2002 Holdings Discount
Notes and to revise the financial covenants undertaken by Holdings and the
Borrower; 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.
2
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). (a) Section 1.1 of the
Credit Agreement is hereby amended by adding the following new definitions in
the appropriate alphabetical order:
"Holdings Refinancing Indebtedness": any Indebtedness incurred by
Holdings to refinance in whole or in part the 2002 Holdings Discount Notes
(including accrued interest thereon) or to refinance any previously issued
Holdings Refinancing Indebtedness, provided that such Indebtedness (i) is
stated to mature not earlier than September 30, 2007 (except in the event
that it is guaranteed by the Sponsor), (ii) has no mandatory cash payments
of interest thereon prior to maturity, (iii) is not the object of any
Guarantee Obligation by, and otherwise has no recourse to, the Borrower or
any of its Subsidiaries and is not secured by any assets of the Borrower or
any of its Subsidiaries, (iv) has cross-default or cross-acceleration
provisions relating to Indebtedness of the Borrower or any of its
Subsidiaries that are no less favorable to Holdings than those provided for
in the Senior Discount Debenture Indenture or that are otherwise reasonably
satisfactory to the Administrative Agent and (v) otherwise has terms and
conditions reasonably satisfactory to the Administrative Agent.
"2002 Holdings Discount Notes": unsecured senior discount notes issued
by Holdings that (i) yield gross proceeds of $55,000,000, (ii) are stated
to mature not earlier than 18 months after the Effective Date, (iii) have
an effective yield to maturity of not more than 15% per annum and no
mandatory cash payments of interest prior to maturity, (iv) are not the
object of any Guarantee Obligation by, and otherwise have no recourse to,
the Borrower or any of its Subsidiaries and are not secured by any assets
of the Borrower or any of its Subsidiaries, (v) are guaranteed by the
Sponsor, (vi) have cross-default or cross-acceleration provisions relating
to Indebtedness of the Borrower or any of its Subsidiaries that are no less
favorable to Holdings than those provided for in the Senior Discount
Debenture Indenture or that are otherwise reasonably satisfactory to the
Administrative Agent and (vii) otherwise have terms and conditions
reasonably satisfactory to the Administrative Agent. The Net Cash Proceeds
from the 2002 Holdings Discount Notes shall be contributed to the Borrower
as equity.
(b) The defined term "Consolidated EBITDA" in Section 1.1 of the Credit
Agreement is hereby amended by (i) deleting the word "and" immediately preceding
clause (j) and (ii) inserting the following immediately preceding the phrase
"and minus":
"and (k) any loss on account of the extinguishment of debt
associated with the redemption of $47,500,000 of the Senior Subordinated
Notes pursuant to the "equity clawback" redemption permitted under the
Senior Subordinated Note Indenture."
3
B. Amendments to Section 2.9 (Mandatory Prepayments and Commitment
Reductions). (a) The first sentence of Section 2.9(a) of the Credit Agreement is
hereby amended by deleting the parenthetical in such sentence and inserting in
lieu thereof the following parenthetical:
"(other than (i) Capital Stock issued to directors and employees of
Holdings, the Borrower or any of its Subsidiaries under employee benefit
plans, (ii) Capital Stock issued to sellers as consideration in
acquisitions of equity or ownership interests in, or assets of, other
Persons, (iii) Capital Stock issued to existing stockholders of Holdings or
other investors in private placements of the Capital Stock organized by the
Sponsor in connection with the financing of Permitted Acquisitions, (iv)
Capital Stock issued by the Borrower to Holdings in consideration for the
contribution of substantially all of the Net Cash Proceeds of the 2002
Holdings Discount Notes or (v) Capital Stock issued by Holdings the
proceeds of which are used to repay in whole or in part the 2002 Holdings
Discount Notes or any Holdings Refinancing Indebtedness)".
(b) The second sentence of Section 2.9(a) of the Credit Agreement is hereby
amended by deleting the parenthetical in such sentence and inserting in lieu
thereof the following parenthetical:
"(other than the Senior Discount Debentures, the Senior Subordinated
Notes, the Senior Discount Debenture Refinancing, the 2002 Holdings
Discount Notes, the Holdings Refinancing Indebtedness and other
Indebtedness permitted in accordance with Section 7.2 as in effect on the
date hereof)".
C. Amendments to Section 7.1 (Financial Condition Covenants). (a)
Section 7.1(a) of the Credit Agreement is hereby amended by deleting the portion
of the table appearing therein relating to the fiscal quarters set forth below
and substituting in lieu thereof the following:
Fiscal Quarter Consolidated Leverage Ratio
-------------- ---------------------------
June 30, 2002 4.40 to 1.00
September 30, 2002 4.25 to 1.00
December 31, 2002 4.00 to 1.00
March 31, 2003 3.75 to 1.00
June 30, 2003 3.75 to 1.00
September 30, 2003 3.50 to 1.00
December 31, 2003 3.50 to 1.00
March 31, 2004 3.25 to 1.00
June 30, 2004 3.25 to 1.00
September 30, 2004 3.15 to 1.00
Each Quarter thereafter 2004-2008 3.00 to 1.00
4
(b) Section 7.1(b) of the Credit Agreement is hereby amended by deleting
the portion of the table appearing therein relating to the fiscal quarters set
forth below and substituting in lieu thereof the following:
Consolidated Interest
Fiscal Quarter Coverage Ratio
-------------- --------------
June 30, 2002 2.00 to 1.00
September 30, 2002 2.00 to 1.00
December 31, 2002 2.10 to 1.00
March 31, 2003 2.25 to 1.00
June 30, 2003 2.50 to 1.00
September 30, 2003 2.65 to 1.00
December 31, 2003 2.75 to 1.00
March 31, 2004 2.90 to 1.00
June 30, 2004 3.00 to 1.00
September 30, 2004 3.10 to 1.00
December 31, 2004 3.35 to 1.00
Each Quarter thereafter 2005-2008 4.00 to 1.00
(c) Section 7.1 of the Credit Agreement is hereby amended by inserting the
following as clause (d):
"(d) For purposes of calculating compliance with the covenants set
forth in this Section 7.1 for any fiscal period that includes all or any
part of the period from June 14, 2002 through August 15, 2002 (the "Planned
Redemption Period") and for any date during the Planned Redemption Period,
Consolidated Interest Expense for such fiscal period shall not include
interest on $47,500,000 of the Senior Subordinated Notes accrued during the
Planned Redemption Period and Consolidated Total Debt as of any such date
shall not include such principal amount of the Senior Subordinated Notes,
all in order to give pro forma effect during the Planned Redemption Period
to the redemption of $47,500,000 of the Senior Subordinated Notes
contemplated in Section V.C of the Second Amendment and Waiver dated as of
June 14, 2002 to this Credit Agreement.
D. Amendment to Section 7.2 (Indebtedness). Section 7.2 of the Credit
Agreement is hereby amended by (i) deleting the word "and" after clause (h),
(ii) deleting the period after clause (i) and substituting "; and" in lieu
thereof, and (iii) inserting the following as clause (j):
"(j) Indebtedness of Holdings in respect of the 2002 Holdings Discount
Notes in an aggregate principal amount of $55,000,000 or in respect of any
Holdings Refinancing Indebtedness (plus, in each case, increases in the
principal amount of such Indebtedness resulting from the compounding of
interest in accordance with the pay-in-kind feature of such Indebtedness)."
5
E. Amendment to Section 7.8 (Investments). Section 7.8 of the Credit
Agreement is hereby amended by (i) deleting the word "and" from the end of
clause (g), (ii) deleting the period at the end of clause (h) and substituting
"; and" in lieu thereof and (iii) inserting the following as clause (i):
"(i) Investments pursuant to the redemption of $47,500,000 of the
Senior Subordinated Notes as contemplated by Section 7.1(d)."
F. Amendments to Section 7.9 (Optional Payments and Modifications of
Certain Debt Instruments). (a) Section 7.9 of the Credit Agreement is hereby
amended by deleting the parenthetical in subsection (a) thereof in its entirety
and substituting the following in lieu thereof:
"(other than such a payment, prepayment, repurchase or redemption of
(i) the Senior Discount Debentures with the proceeds of any Senior Discount
Debenture Refinancing or (ii) the Senior Subordinated Notes with proceeds
received by Holdings in connection with its issuance of the 2002 Holdings
Discount Notes and subsequently contributed by Holdings to the Borrower)".
(b) Section 7.9 of the Credit Agreement is further amended by deleting in
its entirety the parenthetical in clause (b) and substituting in lieu thereof
the following:
"(other than (i) any such amendment, modification, waiver or other
change that (y) would extend the maturity or reduce the amount of any
payment of principal thereof or reduce the rate or extend any date for
payment of interest thereon and (z) does not involve the payment of a
material consent fee or (ii) any such conforming amendment, modification,
waiver or other change to the Senior Discount Debentures made to permit, or
otherwise reasonably in connection with, the issuance of the 2002 Holdings
Discount Notes)".
G. Amendment to Section 7.10 (Transactions with Affiliates). The
second sentence of Section 7.10 of the Credit Agreement is hereby amended by (i)
inserting "(i)" after the phrase, "Notwithstanding the foregoing," and (ii)
deleting the period at the end of the second sentence and inserting in lieu
thereof the following:
"and (ii) Holdings may issue and sell to any Affiliate all or any part
of the 2002 Holdings Discount Notes and any Holdings Refinancing
Indebtedness and may pay and perform all of its obligations thereunder,
including the payment of all fees and expenses in connection therewith
(including any guarantee fee payable to the Sponsor in respect of its
guarantee of the 2002 Holdings Discount Notes), and may redeem Senior
Subordinated Notes held by any Affiliate as part of the redemption
contemplated by Section 7.1(d)."
III. Waiver. The Lenders hereby waive any noncompliance that might arise
under Sections 7.17 and 8(l) in connection with the issuance by Holdings of the
2002 Holdings Discount Notes or the Holdings Refinancing Indebtedness, including
the payment of all fees and expenses in connection therewith (including any
guarantee fee payable to the Sponsor in respect of its guarantee of the 2002
Holdings Discount Notes).
6
IV. Further Acknowledgment. The Lenders agree that the Net Cash Proceeds of
the issuance of the 2002 Holdings Discount Notes shall not be subject to any
Lien created by the Security Documents or any right of setoff. The Lenders
acknowledge that Holdings shall use such Net Cash Proceeds as soon as reasonably
practicable after such issuance to redeem $47,500,000 of the Senior Subordinated
Notes pursuant to the "equity clawback" redemption permitted under the Senior
Subordinated Note Indenture.
V. Conditions Precedent. This Second Amendment shall become effective as
of the date on which each of the conditions precedent set forth below shall have
been satisfied or waived (the date all such conditions are fulfilled, the
"Second Amendment Effective Date"):
A. Holdings, the Borrower, the Administrative Agent and the Majority
Facility Lenders under each Facility shall have executed and delivered this
Second Amendment and the Subsidiary Guarantors shall have consented to this
Second 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 Second 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.
C. Holdings shall have issued the 2002 Holdings Discount Notes and
contributed the Net Cash Proceeds therefrom to the Borrower as equity, and
arrangements satisfactory to the Administrative Agent shall have been made for
the redemption as soon as reasonably practicable thereafter of $47,500,000 of
the Senior Subordinated Notes pursuant to the "equity clawback" redemption
permitted under the Senior Subordinated Note Indenture.
VI. General.
A. Representation and Warranties. To induce the Administrative Agent
and the Lenders parties hereto to enter into this Second Amendment, Holdings and
the Borrower hereby jointly and severally represent and warrant to the
Administrative Agent and Lenders parties hereto as of the Second 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
Second Amendment, and to perform the Loan Documents, to which it is a
party, as amended by this Second Amendment, and has taken all necessary
corporate action to authorize the execution, delivery and performance
of this Second 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 Second Amendment, or the Loan
Documents to which it is a party, as
7
amended by this Second Amendment, except for consents, authorizations,
filings and notices which have been obtained or made and are in full
force and effect.
c. This Second Amendment has been duly executed and delivered on
behalf of Holdings and the Borrower.
d. This Second Amendment and the Loan Documents to which Holdings or
the Borrower is a party, as amended by this Second 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
Second 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 Second 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, 2001 there has been no development or
event that has had or is reasonably expected to have a Material Adverse
Effect.
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 Second Amendment Effective Date, before and after giving effect to
the effectiveness of this Second Amendment, as if made on and as of the
Second 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. Fee. The Borrower agrees to pay to each Lender which executes and
delivers this Second Amendment prior to 5:00 p.m., New York City time, June 14,
2002, a fee agreed to by the Administrative Agent, such fee to be earned as of
the Effective Date and payable within 5 Business Days of such date, provided,
that this Second Amendment has then become effective in accordance with the
terms hereof. The parties hereto agree that failure by the Borrower to pay such
fee in full on or before the date when due will be considered an Event of
Default under the Credit Agreement.
D. 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 Second
8
Amendment and any other documents prepared in connection herewith, including the
reasonable fees and expenses of counsel.
E. Governing Law. This Second Amendment shall be governed by, and
construed and interpreted in accordance with, the law of the state of New York.
F. Counterparts. This Second 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 Second Amendment may be delivered
by facsimile transmission of the relevant signature pages thereof.
[The remainder of this page is intentionally left blank.]
IN WITNESS WHEREOF, the parties hereto have caused this Second 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/ Thomas E. Kiraly
--------------------------------------------
Name: Thomas E. Kiraly
Title: Executive Vice President
CONCENTRA OPERATING CORPORATION
By: /s/ Thomas E. Kiraly
---------------------------------------------
Name: Thomas E. Kiraly
Title: Executive Vice President
JPMORGAN CHASE BANK, as Administrative Agent
and as a Lender
By: /s/ Robert Bottamedi
--------------------------------------------
Name: Robert Bottamedi
Title: Vice President
LCM LIMITED PARTNERSHIP
BY LYON CAPITAL MANAGEMENT LLC, AS
ATTORNEY IN FACT
By: /s/ F. Tavangar
--------------------------------------
Name: LYON CAPITAL MANAGEMENT LLC
Title: Farboud Travangar
Senior Portfolio Manager
Tuscany CDO, Limited
By: /s/ David C. Wagner
--------------------------------------
Name: PPM America, Inc., as Collateral Manager
Title David C. Wagner
Managing Director
Carlyle High Yield Partners, L.P.
By: /s/ Linda Pace
-------------------------------------
Name: Linda Pace
Title: Principal
Carlyle High Yield Partners II, Ltd.
By: /s/ Linda Pace
-------------------------------------
Name: Linda Pace
Title: Principal
Carlyle High Yield Partners III, L.P.
By: /s/ Linda Pace
-------------------------------------
Name: Linda Pace
Title: Principal
Canyon Capital Advisors LLC
a Delaware limited liability company,
its Collateral Manager
III. By: /s/ R. Christian B. Eversen
Name: R. Christian B. Eversen
Title: Managing Director
ELF FUNDING TRUST III
By: New York Life Investment Management, LLC.
as Attorney-in-Fact IV.
By: /s/ Robert H. Dial
----------------------------------
Name: Robert H. Dial
Title: Vice President
Carlyle High Yield Partners IV, Ltd.
By: /s/ Linda Pace
----------------------------------
Name: Linda Pace
Title: Principal
Toronto Dominion (New York), Inc. V.
By: /s/ Susan K. Strong
----------------------------------
Name: Susan K. Strong
Title: Vice President
MAGNETITE ASSET INVESSTORS, LLC
MAGNETITE ASSET INVESTORS III, LLC
BLACKROCK SENIOR LOAN TRUST
SENIOR LOAN FUND
By: /s/ M. Williams
----------------------------------
Name: M. Williams
Title: Director
J.H. Whitney Market Value Fund, L.P.
By: /s/ Marc Diagonale
-------------------------------------
Name: Marc Diagonale
Title: Authorized Signatory
Whitney Private Debt Fund, L.P.
By: /s/ Marc Diagonale
-------------------------------------
Name: Marc Diagonale
Title: Authorized Signatory
Credit Suisse First Boston
By: /s/ Bill O'Daly
-------------------------------------
Name: Bill O'Daly
Title: Director
By: /s/ Ian W. Nalitt
-------------------------------------
Name: Ian W. Nalitt
Title: Director
PB CAPITAL CORP.
By: /s/ Thomas Dearth
-------------------------------------
Name: Thomas Dearth
Title: Associate
By: /s/ Jeff Frost
-------------------------------------
Name: Jeff Frost
Title: Managing Director
ELC (Cayman) Ltd.
By: Institutional Debt Management, Inc.
As Collateral Manager
By: /s/ John W. Stelwagon
-------------------------------------
Name: John W. Stelwagon
Title: Managing Director
ELC (Cayman) Ltd. CDO Series 1999-I
By: Institutional Debt Management, Inc.
As Collateral Manager
By: /s/ John W. Stelwagon
-------------------------------------
Name: John W. Stelwagon
Title: Managing Director
ELC (Cayman) Ltd. 1999-II
By: Institutional Debt Management, Inc.
As Collateral Manager
By: /s/ John W. Stelwagon
-------------------------------------
Name: John W. Stelwagon
Title: Managing Director
ELC (Cayman) Ltd. 1999-III
By: Institutional Debt Management, Inc.
As Collateral Manager
By: /s/ John W. Stelwagon
-------------------------------------
Name: John W. Stelwagon
Title: Managing Director
ELC (Cayman) Ltd. 2000-I
By: Institutional Debt Management, Inc.
As Collateral Manager
By: /s/ John W. Stelwagon
-------------------------------------
Name: John W. Stelwagon
Title: Managing Director
APEX (IDM) CDO I, LTD.
By: Institutional Debt Management, Inc.
As Collateral Manager
By: /s/ John W. Stelwagon
-------------------------------------
Name: John W. Stelwagon
Title: Managing Director
SENIOR DEBT PORTFOLIO
By: Boston Management and Research
as Investment Advisor
By: /s/ Payson F. Swaffield
----------------------------------
Name: Payson F. Swaffield
Title: Vice President
EATON VANCE SENIOR INCOME TRUST
By: Eaton Vance Management as
Investment Advisor
By: /s/ Payson F. Swaffield
----------------------------------
Name: Payson F. Swaffield
Title: Vice President
EATON INSTITUTION SENIOR LOAN FUND
By: Eaton Vance Management as
Investment Advisor
By: /s/ Payson F. Swaffield
----------------------------------
Name: Payson F. Swaffield
Title: Vice President
OXFORD STRATEGIC INCOME FUND
By: Eaton Vance Management as
Investment Advisor
By: /s/ Payson F. Swaffield
----------------------------------
Name: Payson F. Swaffield
Title: Vice President
EATON VANCE CDO II, LTD.
By: Eaton Vance Management as
Investment Advisor
By: /s/ Payson F. Swaffield
----------------------------------
Name: Payson F. Swaffield
Title: Vice President
EATON VANCE CDO III, LTD.
By: Eaton Vance Management as
Investment Advisor
By: /s/ Payson F. Swaffield
----------------------------------
Name: Payson F. Swaffield
Title: Vice President
EATON VANCE CDO IV, LTD.
By: Eaton Vance Management as
Investment Advisor
By: /s/ Payson F. Swaffield
----------------------------------
Name: Payson F. Swaffield
Title: Vice President
COSTANTINUS EATON VANCE CDO V, LTD.
By: Eaton Vance Management as
Investment Advisor
By: /s/ Payson F. Swaffield
----------------------------------
Name: Payson F. Swaffield
Title: Vice President
GRAYSON & CO
By: Boston Management and Research
as Investment Advisor
By: /s/ Payson F. Swaffield
----------------------------------
Name: Payson F. Swaffield
Title: Vice President
PUTNAM PREMIER INCOME TRUST
By: /s/ John R. Verani
----------------------------------
Name: John R. Verani
Title: Vice President
TRAVELERS SERIES FUND, INC. - PUTNAM
DIVERSIFIED INCOME PORTFOLIO
By: /s/ John R. Verani
----------------------------
Name: John R. Verani
Title: Vice President
PUTNAM STRATEGIC INCOME FUND
By: /s/ John R. Verani
----------------------------
Name: John R. Verani
Title: Vice President
PUTNAM MASTER INTERMEDIATE INCOME
TRUST
By: /s/ John R. Verani
----------------------------
Name: John R. Verani
Title: Vice President
PUTNAM MASTER INCOME TRUST
By: /s/ John R. Verani
----------------------------
Name: John R. Verani
Title: Vice President
PUTNAM VARIABLE TRUST - PVT
DIVERSIFIED INCOME FUND
By: /s/ John R. Verani
----------------------------
Name: John R. Verani
Title: Vice President
DEUTSCHE BANK TRUST COMPANY
AMERICAS
By: /s/ Diane F. Rolfe
---------------------------------
Name: Diane F. Rolfe
Title: Vice President
By: /s/ Scottye Lindsey
---------------------------------
Name: Scottye Lindsey
Title Vice President
MAGMA CDO LTD.
By: /s/ Kaitlin Trinh
----------------------------------
Name: Kaitlin Trinh
Title: Fund Controller
Sankaty Advisors, Inc., as Collateral
Manager for Bryant Point DBO
1999-1 LTD., as Term Lender
By: /s/ Diane J. Exter
-----------------------------------
Name: Diane J. Exter
Title: Managing Director
Portfolio Manager
Sankaty Advisors, Inc., as Collateral
Manager for Bryant Point II CBO
2001-1 LTD., as Term Lender
By: /s/ Diane J. Exter
-----------------------------------
Name: Diane J. Exter
Title: Managing Director
Portfolio Manager
Sankaty Advisors, Inc., as Collateral
Manager for Great Point CLO 1999-1
LTD., as Term Lender
By: /s/ Diane J. Exter
----------------------------------
Name: Diane J. Exter
Title: Managing Director
Portfolio Manager
Sankaty Advisors, Inc., as Collateral
Manager for Race Point CLO, Limited,
as Term Lender
By: /s/ Diane J. Exter
----------------------------------
Name: Diane J. Exter
Title: Managing Director
Portfolio Manager
Sankaty High Yield Asset Partners, L.P.
By: /s/ Diane J. Exter
-----------------------------------
Name: Diane J. Exter
Title: Managing Director
Portfolio Manager
Sankaty High Yield Asset Partners II, L.P.
By: /s/ Diane J. Exter
----------------------------------
Name: Diane J. Exter
Title: Managing Director
Portfolio Manager
Sankaty High Yield Asset PartnersIII, L.P.
By: /s/ Diane J. Exter
----------------------------------
Name: Diane J. Exter
Title: Managing Director
Portfolio Manager
Liberty-Stein Roe Advisor Floating Rate
Advantage Fund
By Stein Roe & Farnham Incorporated, as Advisor
By: /s/ James R. Fellows
------------------------------------
Name: James R. Fellows
Title: Sr. Vice President & Portfolio Manager
Stein Roe Floating Rate Limited Liability
Company
By: /s/ James R. Fellows
------------------------------------
Name: James R. Fellows
Title: Senior Vice President
Stein Roe & Farnham Incorporated,
as Advisor to the Stein Roe Floating
Rate
Limited Liability Company
Stein Roe & Farnham CLO I Ltd.
by Stein Roe & Farnham Incorporated,
As Portfolio Manager
By: /s/ James R. Fellows
--------------------------------------
Name: John R. Fellows
Title: Sr. Vice President & Portfolio Manager
CREDITANSTALT-BANKVEREIN
By: /s/ Ajay Nanda
------------------------------------
Name: Ajay Nanda
Title: Associate Director
By: /s/ Elizabeth Tallmadge
---------------------------------------
Name: Elizabeth Tallmadge
Title: Managing Director
Chief Investment Officer
LONG LANE MASTER TRUST IV
By: Fleet National Bank as Trust
Administrator
By: /s/ Darcey Bartel
-------------------------------------
Name: Darcey Bartel
Title: Director
SEQUILS - PILGRIM I, LTD.
By: ING Investments, LLC
as its Investment Manager
By: /s/ Michel Prince, CFA
----------------------------------
Name: Michel Prince
Title: Vice President
ML CLO XX PILGRIM AMERICA
(CAYMAN) LTD
By: ING Investments, LLC
as its Investment Manager
By: /s/ Michel Prince, CFA
----------------------------------
Name: Michel Prince
Title: Vice President
ING PRIME RATE TRUST
By: ING Investments, LLC
as its Investment Manager
By: /s/ Michel Prince, CFA
----------------------------------
Name: Michel Prince
Title: Vice President
PILGRIM AMERICA HIGH INCOME
INVESTMENTS LTD.
By: ING Investments, LLC
as its Investment Manager
By: /s/ Michel Prince, CFA
----------------------------------
Name: Michel Prince
Title: Vice President
PILGRIM CLO 1999-1 LTD.
By: ING Investments, LLC
as its Investment Manager
By: /s/ Michel Prince, CFA
----------------------------------
Name: Michel Prince
Title: Vice President
SCOTIABANC INC.
By: /s/ Dana C. Maloney
----------------------------------
Name: Dana C. Maloney
Title: Director
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ Charles Heidsieck
----------------------------------
Name: Charles Heidsieck
Title: Senior Vice President
Galaxy CLO 1999-1 Ltd.
By: /s/ Thomas G. Brandt
----------------------------------
Name: Thomas G. Brandt
Title: Managing Director
FIRST DOMINION FUNDING I
By: /s/ Andrew H. Marshak
----------------------------------
Name: Andrew H. Marshak
Title: Managing Director
FIRST DOMINION FUNDING III
By: /s/ Andrew H. Marshak
----------------------------------
Name: Andrew H. Marshak
Title: Managing Director
APEX (TRIMARAN) CDO I, LTD.
By Trimaran Advisosrs, LLD
By: /s/ David M. Millison
----------------------------------
Name: David M. Millison
Title: Managing Director
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Janet K. Williams
---------------------------------------
Name: Janet K. Williams
Title: Duly Authorized Signatory
Fidelity Advisory Series II: Fidelity Advisor High
Floating Rate High Income Trust
By: /s/ John H. Costello
---------------------------------------
Name: John H. Costello
Title: Assistant Treasurer
Ballyrock CDO I Limited
By BALLYROCK Investment Advisors LLC,
as Collateral Manager
By: /s/ Lisa Rymut
---------------------------------------
Name: Lisa Rymut
Title: Assistant Treasurer
Pension Investment Committee Of General Motors
For General Motors Employees Domestic Group
Pension Trust
By Fidelity Management Trust Company as
Investment Manager, Under Power of Attorney
By: /s/ John P. O'Reilly, Jr.
----------------------------------------
Name: John P. O'Reilly, Jr.
Title: Executive Vice President
MOUNTAIN CAPITAL CLO I, LTD.
By: /s/ C. Antony Mellia
----------------------------------------
Name: C. Antony Mellia
Title: Director
STANWICH LOAN FUNDING LLC
By: /s/ Ann E. Morris
--------------------------------------
Name: Ann E. Morris
Title: Asst. Vice President
HARBOUR TOWN FUNDING TRUST
By: /s/ Ann E. Morris
--------------------------------------
Name: Ann E. Morris
Title: Asst. Vice President
HARBOUR TOWN FUNDING LLC
By: /s/ Ann E. Morris
--------------------------------------
Name: Ann E. Morris
Title: Asst. Vice President
PPM SPYGLASS FUNDING TRUST
By: /s/ Ann E. Morris
--------------------------------------
Name: Ann E. Morris
Title: Asst. Vice President
PPM SHADOW CREEK FUNDING TRUST
By: /s/ Ann E. Morris
--------------------------------------
Name: Ann E. Morris
Title: Asst. Vice President
KZH SOLEIL-2 LLC
By: /s/ Joyce Fraser-Bryant
--------------------------------------
Name: Joyce Fraser-Bryant
Title: Authorized Agent
PERSEUS CDO I, LIMITED
By: Mass Mutual Life Insurance Co.,
as Portfolio Manager
By: /s/ Steven J. Katz
-------------------------------------
Name: Steven J. Katz
Title: Second Vice President and
Associate General Counsel
SIMBURY CDO I, LIMITED
By: Mass Mutual Life Insurance Co.,
as Portfolio Manager
By: /s/ Steven J. Katz
-------------------------------------
Name: Steven J. Katz
Title: Second Vice President and
Associate General Counsel
MASS MUTUAL HIGH YIELD PARTNERS II LLC
By: HYP Management, Inc. as Managing Member
By: /s/ Kathleen Lynch
-------------------------------------
Name: Kathleen Lynch
Title: Vice President
BNP PARIBAS
By: /s/ Brock Harris
-------------------------------------
Name: Brock Harris
Title: Director
By: /s/ Brett Mehlman
-------------------------------------
Name: Brett Mehlman
Title: Director
FLEET NATIONAL BANK
By: /s/ Gordon B. Coughlin
-------------------------------------
Name: Gordon B. Coughlin
Title: Vice President
MOUNTAIN CAPITAL CLO II, LTD.
By: /s/ C. Antony Mellin
-------------------------------------
Name: C. Antony Mellin
Title: Director
ACKNOWLEDGMENT AND CONSENT
Each of the undersigned hereby acknowledges and consents to the foregoing
Second 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 BERKS LANCASTER, L.L.C.
By: Concentra Health Services, Inc.
Managing Member
By:
--------------------------------------
Name: Thomas E. Kiraly
Title: Executive Vice President
CONCENTRA HEALTH SERVICES, INC.
By: /s/ Thomas E. Kiraly
--------------------------------------
Name: Thomas E. Kiraly
Title: Executive Vice President
CONCENTRA INC.
By: /s/ Thomas E. Kiraly
---------------------------------------
Name: Thomas E. Kiraly
Title: Executive Vice President
CONCENTRA IOWA, L.L.C.
By: Concentra Health Services, Inc.
Managing Member
By: /s/ Thomas E. Kiraly
---------------------------------------
Name: Thomas E. Kiraly
Title: Executive Vice President
CONCENTRA MANAGED CARE BUSINESS TRUST
By: /s/ Daniel J. Thomas
---------------------------------------
Name: Daniel J. Thomas
Title: Trustee
CONCENTRA MANAGED CARE SERVICES, INC.
By: /s/ Thomas E. Kiraly
---------------------------------------
Name: Thomas E. Kiraly
Title: Executive Vice President
CONCENTRA MANAGEMENT SERVICES, INC.
By: /s/ Thomas E. Kiraly
---------------------------------------
Name: Thomas E. Kiraly
Title: Vice President
CONCENTRA OPERATING CORPORATION
By: /s/ Thomas E. Kiraly
---------------------------------------
Name: Thomas E. Kiraly
Title: Executive Vice President
CONCENTRA PREFERRED BUSINESS TRUST
By: /s/ Daniel J. Thomas
---------------------------------------
Name: Daniel J. Thomas
Title: Trustee
CONCENTRA PREFERRED SYSTEMS, INC.
By: ________________________________________
Name: Thomas E. Kiraly
Title: Executive Vice President
CRA MANAGED CARE OF WASHINGTON, INC.
By: /s/ Thomas E. Kiraly
---------------------------------------
Name: Thomas E. Kiraly
Title: Vice President
CRA-MCO, INC.
By: /s/ Thomas E. Kiraly
---------------------------------------
Name: Thomas E. Kiraly
Title: Vice President
DRUG FREE CONSORTIUM, INC.
By: /s/ Thomas E. Kiraly
---------------------------------------
Name: Thomas E. Kiraly
Title: Vice President
FIRST NOTICE SYSTEMS, INC.
By: /s/ Thomas E. Kiraly
---------------------------------------
Name: Thomas E. Kiraly
Title: Vice President
FOCUS HEALTHCARE BUSINESS TRUST
By: /s/ Daniel J. Thomas
---------------------------------------
Name: Daniel J. Thomas
Title: Trustee
FOCUS HEALTHCARE MANAGEMENT, INC.
By: /s/ Thomas E. Kiraly
---------------------------------------
Name: Thomas E. Kiraly
Title: Vice President
HEALTHNETWORK SYSTEMS, L.L.C.
By: /s/ Thomas E. Kiraly
---------------------------------------
Name: Thomas E. Kiraly
Title: Vice President
HILLMAN CONSULTING, INC.
By: /s/ Thomas E. Kiraly
---------------------------------------
Name: Thomas E. Kiraly
Title: Vice President
MEDICAL NETWORK SYSTEMS, L.L.C.
By: /s/ Thomas E. Kiraly
---------------------------------------
Name: Thomas E. Kiraly
Title: Vice President
METRACOMP, INC.
By: /s/ Thomas E. Kiraly
---------------------------------------
Name: Thomas E. Kiraly
Title: Vice President
NATIONAL HEALTHCARE RESOURCES, INC.
By: /s/ Thomas E. Kiraly
---------------------------------------
Name: Thomas E. Kiraly
Title: Vice President
NHR MICHIGAN, INC.
By: /s/ Thomas E. Kiraly
---------------------------------------
Name: Thomas E. Kiraly
Title: Vice President
NHR WASHINGTON, INC.
By: /s/ Thomas E. Kiraly
---------------------------------------
Name: Thomas E. Kiraly
Title: Vice President
OCCUCENTERS I, L.P.
By: Concentra Health Services Inc.
General Partner
By: /s/ Thomas E. Kiraly
---------------------------------------
Name: Thomas E. Kiraly
Title: Executive Vice President
OCI HOLDINGS, INC.
By: /s/ Thomas E. Kiraly
---------------------------------------
Name: Thomas E. Kiraly
Title: Vice President