Exhibit 4.17
AMENDMENT NO. 3 TO
REGISTRATION RIGHTS AGREEMENT
AMENDMENT NO. 3 TO REGISTRATION RIGHTS AGREEMENT (this "Amendment") dated
as of November 20, 2002 by and among Concentra Inc., a Delaware corporation
formerly known as Concentra Managed Care, Inc. (the "Company"), the several
persons signatory hereto and named on Schedule I hereto under the heading
"Schedule I Purchasers" and the several persons signatory hereto and named on
Schedule II hereto under the heading "FFC Purchasers". Capitalized terms used in
this Amendment which are not otherwise defined herein shall have the meanings
ascribed to them in the Registration Rights Agreement referred to below.
W I T N E S S E T H:
WHEREAS, the Company, the several persons named on Schedule I hereto under
the heading "Schedule I Purchasers" (the "Schedule I Purchasers") and the
several persons named on Schedule II hereto under the heading "FFC Purchasers"
(the "FFC Purchasers" and, together with the Schedule I Purchasers,
collectively, the "Purchasers") are parties to a Registration Rights Agreement
dated as of August 17, 1999 (the "Registration Rights Agreement");
WHEREAS, on November 1, 2001, the Company issued to certain of its existing
shareholders an aggregate 2,266,546 shares of Company Common Stock and warrants
to acquire an aggregate 771,277 additional shares of Company Common Stock and,
in connection therewith, the Registration Rights Agreement was amended by
Amendment No. 1 thereto dated as of November 1, 2001 to provide for certain
registration matters relating to such 2,266,546 shares of Company Common Stock
and the 771,277 shares of Company Common Stock issuable upon exercise of such
warrants;
WHEREAS, in connection with the Company's November 2001 acquisition of
National Health Resources, Inc. (the "NHR Merger"), the Registration Rights
Agreement was further amended by Amendment No. 2 thereto dated as of November 5,
2001 to permit the Company to grant certain registration rights with respect to
shares of Company Common Stock issued by the Company in the NHR Merger;
WHEREAS, the Company proposes to issue an aggregate 1,515,152 shares of
Company Common Stock (the "New Common Shares") pursuant to the terms and
conditions of a Stock Purchase Agreement (the "Stock Purchase Agreement") dated
as of the date hereof among the Company and the purchasers named therein (the
"Purchasing Stockholders");
WHEREAS, upon the issuance of the New Common Shares, each Purchaser will
own the number of shares of Company Common Stock, Company Class A Common Stock
and/or New Warrants, as the case may be, appearing opposite the name of such
Purchaser on Schedule I or Schedule II hereto, as the case may be;
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WHEREAS, it is a condition to the respective obligations of the Company and
the Purchasing Stockholders under the Stock Purchase Agreement that this
Amendment be executed and delivered by the Company and each of the Purchasing
Stockholders, including (i) the holders of a majority in interest of the
Restricted Stock currently held by the Schedule I Purchasers and (ii) the
holders of a majority in interest of the Restricted Stock currently held by the
FFC Purchasers;
WHEREAS, the parties hereto desire to execute and deliver this Amendment in
order to fulfill such condition and to provide for certain registration matters
relating to the New Common Shares;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements herein contained, the parties hereto hereby agree as
follows:
SECTION 1. Amendments to Registration Rights Agreement. The Registration
Rights Agreement is amended as follows:
(a) Section 1 of the Registration Rights Agreement is amended by
deleting the definition of New Common Shares appearing therein and inserting in
the appropriate alphabetical order the following new definition:
"'New Common Shares' shall mean the `New Common Shares' referred
to in Amendment No. 1 to this Agreement dated as of November 1, 2001
and the `New Common Shares' referred to in Amendment No. 3 to this
Agreement dated as of November 20, 2002."
(b) Schedule I to the Registration Rights Agreement is deleted in its
entirety and replaced by Schedule I to this Amendment.
(c) Schedule II to the Registration Rights Agreement is deleted in
its entirety and replaced by Schedule II to this Amendment.
(d) All references to "FFT" or to the "FFT Purchasers" contained in
the Registration Rights Agreement shall be deleted and replaced by references to
"FFC" or to the "FFC Purchasers", as applicable.
SECTION 2. Miscellaneous.
(a) This Amendment shall be governed by and construed in accordance
with the laws of the State of New York.
(b) This Amendment may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
(c) Headings and section reference numbers in this Amendment are for
reference purposes only and shall not in any way affect the meaning or
interpretation of this Amendment.
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(d) This Amendment is limited precisely as written and shall not be
deemed to be a modification, acceptance or waiver of any other term, condition
or provision of the Registration Rights Agreement.
IN WITNESS WHEREOF, each of the parties hereto has executed this Amendment
No. 3 to Registration Rights Agreement, all as of the day and year first above
written.
CONCENTRA INC.
By: /s/ Richard A. Parr II
-----------------------
Richard A. Parr II
Executive Vice President,
General Counsel and Secretary
[PURCHASER SIGNATURE PAGES FOLLOW]
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Address for Notices: The Purchasers:
c/o Welsh, Carson, Anderson & Stowe WELSH, CARSON, ANDERSON & STOWE VIII,
L.P.
320 Park Avenue By: WCAS VIII Associates, L.L.C.,
Suite 2500 General Partner
New York, NY 10022
Attention: Jonathan Rather By: /s/ Jonathan M. Rather
Facsimile: (212) 893-9548 -------------------------------------
Managing Member
WELSH, CARSON, ANDERSON & STOWE VI, L.P.
By: WCAS VI ASSOCIATES, L.L.C.
General Partner
By: /s/ Jonathan M. Rather
-------------------------------------
Jonathan M. Rather
Attorney-in-Fact
WCAS MANAGEMENT CORP.
By: /s/ Jonathan M. Rather
-------------------------------------
Jonathan M. Rather
Treasurer
John Almeida, Jr.
Bruce K. Anderson
David F. Bellet
Russell L. Carson
Anthony J. deNicola
James B. Hoover
D. Scott Mackesy
Thomas E. McInerney
Robert A. Minicucci
Priscilla A. Newman
Andrew M. Paul
Paul B. Queally
Jonathan M. Rather
Richard H. Stowe
Sean M. Traynor
Laura M. VanBuren
Patrick J. Welsh
By: /s/ Jonathan M. Rather
-------------------------------------
Jonathan M. Rather, Individually
and as Attorney- in-Fact
/s/ James D. Hann
----------------------------------------
James D. Hann
/s/ William G. Payne
----------------------------------------
William G. Payne
/s/ Kurt Anderson
----------------------------------------
Kurt Anderson
/s/ Arthur Canario, M.D.
----------------------------------------
Arthur Canario, M.D.
/s/ David Cardelle
----------------------------------------
David Cardelle
/s/ James Doody
----------------------------------------
James Doody
/s/ Steven E. Nelson
----------------------------------------
Steven E. Nelson
/s/ Robert Seeds
----------------------------------------
Robert Seeds
/s/ Timothy Smith
----------------------------------------
Timothy Smith
c/o Leeway & Co. (AT&T) J.P. MORGAN DIRECT CORPORATE FINANCE
J.P. Morgan Investment Management INSTITUTIONAL INVESTORS LLC
522 5/th/ Avenue, 13/th/ Floor
New York, NY 10036
Attention: Robert Kiss By: /s/ Robert E. Kiss
Facsimile: 212-837-1301 ---------------------------------
Name: Robert E. Kiss
Title: Portfolio Manager
J.P. MORGAN DIRECT CORPORATE FINANCE
PRIVATE INVESTORS LLC
By: /s/ Robert E. Kiss
---------------------------------
Name: Robert E. Kiss
Title: Portfolio Manager
522 FIFTH AVENUE FUND, L.P.
By: /s/ Robert E. Kiss
---------------------------------
Name: Robert E. Kiss
Title: Portfolio Manager
c/o CMS Companies CMS PEP XIV CO-INVESTMENT SUBPARTNERSHIP
1926 Arch Street
Philadelphia, PA 19103
Attention: Rick Mitchell
Facsimile: (215) 246-3083
By: /s/ Richard A. Mitchell
---------------------------------------
Richard A. Mitchell
Authorized Representative
CMS CO-INVESTMENT SUBPARTNERSHIP II
By: /s/ Richard A. Mitchell
---------------------------------------
Richard A. Mitchell
Authorized Representative
CMS DIVERSIFIED PARTNERS, L.P.
By: /s/ Richard A. Mitchell
---------------------------------------
Richard A. Mitchell
Authorized Representative
c/o Hamilton Lane HAMILTON LANE PRIVATE EQUITY PARTNERS, L.P.
GSB Building
One Belmont Avenue, 9/th/ Floor By: HLSP Investment Management, LLC,
Bala Cynwyd, PA 19042 its General Partner
Attention: Bradley Atkins
Facsimile: (610) 617-9853 By: Hamilton Lane Investment Holdings, L.L.C.
By: Hamilton Lane Advisors, L.L.C.
By: /s/ Mario L. Giannini
-------------------------------------
Mario L. Giannini
CEO
HAMILTON LANE PRIVATE EQUITY FUND, PLC
By: /s/ Mario L. Giannini
-------------------------------------
Mario L. Giannini
Director
By: /s/ Leslie A. Brun
-------------------------------------
Leslie A. Brun
Director
c/o Nassau Capital Funds, L.P. NASSAU CAPITAL PARTNERS III L.P.
22 Chambers Street, 2/nd/ Floor
Princeton, NJ 08542
Attention: Jeffrey Tuder By: /s/ Robert Honstein
Facsimile: (609) 924-8887 -----------------------------------------
Name: Robert Honstein
Title:
NASSAU CAPITAL PARTNERS IV, L.P.
By: /s/ Robert Honstein
-----------------------------------------
Name: Robert Honstein
Title:
NAS PARTNERS LLC
By: /s/ Robert Honstein
-----------------------------------------
Name: Robert Honstein
Title:
c/o Portfolio Advisors, LLC A.S.F. CO-INVESTMENT PARTNERS, L.P.
9 Old Kings Highway South By: PAF 10/98, LLC
Darien, CT 06820 By: Old Kings I, LLC, as Managing Member
Attention: Jonathan Murphy
Facsimile: (203) 662-0013
By: /s/ Jonathan F. Murphy
-----------------------------------------
Name: Jonathan F. Murphy
Title: Managing Member
51 Madison Avenue, Suite 3009 NEW YORK LIFE CAPITAL PARTNERS, L.P.
New York, NY 10010 By: NYLCAP Manager LLC, its Investment Manager
Attention: Steven Benevento
Facsimile: (212) 576-5591
By: /s/ Steven Benevento
-----------------------------------------
Name: Steven Benevento
Title:
FERRER FREEMAN & COMPANY, LLC
on behalf of FFC PARTNERS I, L.P.
and as its General Partner
By: /s/ Carlos A. Ferrer
-----------------------------------------
Carlos A. Ferrer
Manager
and
on behalf of FFC EXECUTIVE PARTNERS I,
L.P. and as its General Partner
By: /s/ Carlos A. Ferrer
-----------------------------------------
Carlos A. Ferrer
Manager
and
on behalf of FFC PARTNERS II, L.P.
and as its General Partner
By: /s/ Carlos A. Ferrer
-----------------------------------------
Carlos A. Ferrer
Manager
SCHEDULE I
Schedule I Purchasers
See attached.
Address for Schedule I Purchasers:
c/o Welsh, Carson, Anderson & Stowe
320 Park Avenue, Suite 2500
New York, New York 10022
Attention: Paul B. Queally
Telecopy: (212) 893-9566
SCHEDULE II
FFC Purchasers
See attached.
Address for FFC Purchasers:
c/o Ferrer Freeman & Co.
The Mill
10 Glenville Street
Greenwich, Connecticut 06831
Attention: Carlos Ferrer
Telecopy: (203) 532-8016