Exhibit 10.7
THIRD AMENDMENT
THIRD AMENDMENT, dated as of November 20, 2002 (this "Third Amendment"),
to the Amended and Restated Credit Agreement, dated as of March 21, 2000, as
amended (so amended, 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, 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 and the Borrower have requested that the Lenders amend
certain provisions in the Credit Agreement in the manner provided for herein;
and
WHEREAS, the Required Lenders have consented to the requested amendments
to 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:
1. Amendments to Section 7.1 (Financial Condition Covenants). (a) Section
7.1(a) of the Credit Agreement is hereby amended by (i) 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
-------------- ---------------------------
December 31, 2002 4.40 to 1.00
March 31, 2003 4.40 to 1.00
June 30, 2003 4.30 to 1.00
September 30, 2003 4.10 to 1.00
December 31, 2003 3.80 to 1.00
March 31, 2004 3.70 to 1.00
June 30, 2004 3.60 to 1.00
September 30, 2004 3.50 to 1.00
2
Fiscal Quarter Consolidated Leverage Ratio
-------------- ---------------------------
December 31, 2004 3.40 to 1.00
March 31, 2005 3.30 to 1.00
June 30, 2005 3.20 to 1.00
Each Quarter thereafter 3.00 to 1.00
and (ii) deleting the proviso appearing therein and substituting in lieu thereof
the following:
; provided, that for purposes of the reference to Section 7.1 in Section
7.8A(b) and in the definition of "Permitted Acquisition" in Section 1.1
only, the Consolidated Leverage Ratio requirement as of the last day of the
fiscal quarter of the Borrower ending September 30, 2002, will be deemed to
be 4.40 to 1.00 and will be calculated to give pro forma effect in the
determination of Consolidated Total Debt to the prepayment of the Term
Loans contemplated by Section IIIC. of the Third Amendment dated as of
November 20, 2002 to this Agreement.
(b) Section 7.1(b) of the Credit Agreement is hereby amended by (i)
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
-------------- --------------
December 31, 2002 1.80 to 1.00
March 31, 2003 1.90 to 1.00
June 30, 2003 2.00 to 1.00
September 30, 2003 2.25 to 1.00
December 30, 2003 2.35 to 1.00
March 31, 2004 2.50 to 1.00
June 30, 2004 2.60 to 1.00
September 30, 2004 2.75 to 1.00
December 31, 2004 2.85 to 1.00
March 31, 2005 2.95 to 1.00
June 30, 2005 3.10 to 1.00
Each Quarter thereafter 4.00 to 1.00
and (ii) deleting the proviso appearing therein and substituting in lieu thereof
the following:
; provided, that for purposes of the reference to Section 7.1 in Section
7.8A(b) and in the definition of "Permitted Acquisition" in Section 1.1
only, the Consolidated Interest Coverage Ratio requirement as of the last
day of the fiscal quarter of the Borrower ending September 30, 2002, will
be deemed to be 1.80 to 1.00.
III. Conditions Precedent. This Third 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 "Third
Amendment Effective Date"):
3
A. Holdings, the Borrower, the Administrative Agent and the Required
Lenders shall have executed and delivered this Third Amendment and the
Subsidiary Guarantors shall have consented to this Third 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 Third 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 received $25,000,000 in gross equity proceeds
from the issuance of equity to Permitted Investors and other current
shareholders, all of the proceeds of which shall have been contributed to the
Borrower and the Borrower shall have prepaid $25,000,000 of the principal amount
of the Term Loans as a mandatory prepayment, and to the extent not required as
such, as an optional prepayment.
IV. General.
A. Representation and Warranties. To induce the Administrative Agent
and the Lenders parties hereto to enter into this Third Amendment, Holdings and
the Borrower hereby jointly and severally represent and warrant to the
Administrative Agent and Lenders parties hereto as of the Third 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
Third Amendment, and to perform the Loan Documents, to which it is a
party, as amended by this Third Amendment, and has taken all necessary
corporate action to authorize the execution, delivery and performance
of this Third 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 Third Amendment, or the Loan
Documents to which it is a party, as amended by this Third Amendment,
except for consents, authorizations, filings and notices which have
been obtained or made and are in full force and effect.
c. This Third Amendment has been duly executed and delivered on behalf
of Holdings and the Borrower.
d. This Third Amendment and the Loan Documents to which Holdings or
the Borrower is a party, as amended by this Third 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
4
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 Third
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 Third
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 Third Amendment Effective Date, before and after giving effect to
the effectiveness of this Third Amendment, as if made on and as of the
Third Amendment Effective Date, except to the extent that any such
representation or 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 Third Amendment prior to 5:00 p.m., New York City time, November
20, 2002, a fee agreed to between the Borrower and 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 Third 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 Third Amendment and any other documents
prepared in connection herewith, including the reasonable fees and expenses of
its counsel.
E. GOVERNING LAW. THIS THIRD AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
F. Counterparts. This Third 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
5
Third 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 Third 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 and Chief
Financial Officer
CONCENTRA OPERATING CORPORATION
By: /s/ Thomas E. Kiraly
--------------------------------
Name: Thomas E. Kiraly
Title: Executive Vice President and Chief
Financial Officer
JPMORGAN CHASE BANK, as Administrative Agent
and as a Lender
By: /s/ Dawn Lee Lum
--------------------------------
Name: Dawn Lee Lum
Title: Vice President
APEX (IDM) CDO I, LTD.
By: David L. Babson & Company Inc. as
Collateral Manager
By: /s/ MARY ANN MCCARTHY
-------------------------------------
Name: Mary Ann McCarthy
Title: Managing Director
BALLYROCK CDO I LIMITED
By: /s/ LISA RYMUT
-------------------------------------
Name: Lisa Rymut
Title: Assistant Treasurer
APEX (TRIMARAN) CDO I, LTD.
By: Trimaran Advisors L.L.C.
By: /s/ DAVID M. MILLISON
-------------------------------------
Name: David M. Millison
Title: Managing Director
THE BANK OF NOVA SCOTIA
By: /s/ MARK SPARROW
-------------------------------------
Name: Mark Sparrow
Title: Director
BIG SKY SENIOR LOAN FUND, LTD.
By: Eaton Vance Management as Investment
Advisor
By: /s/ PAYSON F. SWAFFIELD
-------------------------------------
Name: Payson F. Swaffield
Title: Vice President
BLACK ROCK SENIOR LOAN TRUST
By: /s/ M. WILLIAMS
-------------------------------------
Name: M. Williams
Title: Director
MAGNETITE ASSET INVESTORS, LLC
By: /s/ M. WILLIAMS
------------------------------------
Name: M. Williams
Title: Director
SENIOR LOAN FUND
By: /s/ M. WILLIAMS
-------------------------------------
Name: M. Williams
Title: Director
MAGNETITE CLO IV, LLC
By: /s/ M. WILLIAMS
-------------------------------------
Name: M. Williams
Title: Director
MAGNETITE ASSET INVESTORS III, LLC
By: /s/ M. WILLIAMS
-------------------------------------
Name: M. Williams
Title: Director
BNP PARIBAS
By: /s/ BROCK HARRIS
-------------------------------------
Name: Brock Harris
Title: Director
By: /s/ BRETT MEHLMAN
-------------------------------------
Name: Brett Mehlman
Title: Director
SANKATY ADVISORS, INC, as
Collateral Manager for
Brant Point CBO 1999-1 LTD,
as Term Lender
By: /s/ DIANE J. EXTER
-------------------------------------
Name: Diane J. Exter
Title: Managing Director
Portfolio Manager
SANKATY ADVISORS, LLC, as
Collateral Manager for
Brant Point II CBO 2000-1
LTD, as Term Lender
By: /s/ DIANE J. EXTER
-------------------------------------
Name: Diane J. Exter
Title: Managing Director
Portfolio Manager
CANYON CAPITAL CDO 2001-1 LTD.,
an exempted limited liability company
incorporated under the law of the Cayman
Islands
By: Canyon Capital Advisors LLC,
a Delaware limited liability company,
its Collateral Manager
By: /s/ R. CHRISTIAN B. EVENSEN
-------------------------------------
Name: R. Christian B. Evensen
Title: Managing Partner
CANYON CAPITAL CDO 2002-1 LTD.,
an exempted limited liability company
incorporated under the law of the Cayman
Islands
By: Canyon Capital Advisors LLC,
a Delaware limited liability company,
its Collateral Manager
By: /s/ R. CHRISTIAN B. EVENSEN
-------------------------------------
Name: R. Christian B. Evensen
Title: Managing Partner
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, LTD.
By: /s/ LINDA PACE
-------------------------------------
Name: Linda Pace
Title: Principal
CARLYLE HIGH YIELD PARTNERS IV, LTD.
By: /s/ LINDA PACE
-------------------------------------
Name: Linda Pace
Title: Principal
SANKATY ADVISORS, LLC, as
Collateral Manager for Castle Hill I - INGOTS,
Ltd., as Term Lender
By: /s/ DIANE J. EXTER
-------------------------------------
Name: Diane J. Exter
Title: Managing Director, Portfolio Manager
SANKATY ADVISORS, LLC, as
Collateral Manager for
Castle Hill II- INGOTS,
Ltd., as Term Lender
SANKATY ADVISORS, INC, as
Collateral Manager for
Brant Point CBO 1999-1 LTD,
as Term Lender
By: /s/ DIANE J. EXTER
-------------------------------------
Name: Diane J. Exter
Title: Managing Director
Portfolio Manager
CONSTANTINUS EATON VANCE CDO V, LTD.
By: Eaton Vance Management, as Investment
Advisors
By: /s/ PAYSON F. SWAFFIELD
-------------------------------------
Name: Payson F. Swaffield
Title: Vice President
CREDITANSTALT-BANKVEREIN
By: /s/ AJAY NANDA
-------------------------------------
Name: Ajay Nanda
Title: Associate Director
By: /s/ TIMOTHY L. HARROD
-------------------------------------
Name: Timothy L. Harrod
Title: Managing Director
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ CHARLES HEIDSIECK
-------------------------------------
Name: Charles Heidsieck
Title: Senior Vice President
CREDIT SUISSE FIRST BOSTON
By: /s/ CHRISTOPHER LALLY
-------------------------------------
Name: Christopher Lally
Title: Vice President
By: /s/ JENNIFER A. PIEZA
-------------------------------------
Name: Jennifer A. Pieza
Title: Associate
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
EATON VANCE CDO IV, 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 II, LTD.
By: Eaton Vance Management, 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
By: /s/ PAYSON F. SWAFFIELD
-------------------------------------
Name: Payson F. Swaffield
Title: Vice President
1888 FUND, LTD.
By: /s/ TODD BOEHLY
-------------------------------------
Name: Todd Boehly
Title: Managing Director
ELC (CAYMAN) LTD.
By: David L. Babson & Company Inc., as
Collateral Manager
By: /s/ MARY ANN MCCARTHY
-------------------------------------
Name: Mary Ann McCarthy
Title: Managing Director
ELC (CAYMAN) LTD. CDO SERIES 1999-I
By: David L. Babson & Company Inc., as
Collateral Manager
By: /s/ MARY ANN MCCARTHY
------------------------------------
Name: Mary Ann McCarthy
Title: Managing Director
ELC (CAYMAN) LTD. 1999-II
By: David L. Babson & Company Inc., as
Collateral Manager
By: /s/ MARY ANN MCCARTHY
-------------------------------------
Name: Mary Ann McCarthy
Title: Managing Director
ELC (CAYMAN) LTD. 2000-I
By: David L. Babson & Company Inc., as
Collateral Manager
By: /s/ MARY ANN MCCARTHY
-------------------------------------
Name: Mary Ann McCarthy
Title: Managing Director
ELF FUNDING TRUST III
By: New York Life Investment Management,
LLC, as Attorney-in-Fact
By: /s/ ROBERT H. DIAL
-------------------------------------
Name: Robert H. Dial
Title: Vice President
NEW YORK LIFE INSURANCE AND ANNUITY
CORPORATION
By: New York Investment Management, LLC,
its Investment Manager
By: /s/ ROBERT H. DIAL
-------------------------------------
Name: Robert H. Dial
Title: Vice President
FIDELITY ADVISOR SERIES II: FIDELITY ADVISOR
FLOATING RATE HIGH INCOME FUND
By: /s/ FRANCIS V. KNOX, JR.
------------------------------------
Name: Francis V. Knox, Jr.
Title: Assistant Treasurer
FIRST DOMINION FUNDING I
By: /s/ ANDREW H. MARSHAK
-------------------------------------
Name: Andrew H. Marshak
Title: Authorized Signatory
FIRST DOMINION FUNDING III
By: /s/ ANDREW H. MARSHAK
-------------------------------------
Name: Andrew H. Marshak
Title: Authorized Signatory
FLEET NATIONAL BANK
By: /s/ GORDON B. COUGHLIN
-------------------------------------
Name: Gordon B. Coughlin
Title: Vice President
GALAXY CLO: 1999-1, LTD.
By: /s/ THOMAS G. BRANDT
-------------------------------------
Name: Thomas G. Brandt
Title: Managing Director
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ JANET K. WILLIAMS
-------------------------------------
Name: Janet K. Williams
Title: Duly Authorized Signatory
PENSION INVESTMENT COMMITTEE OF GENERAL MOTORS
FOR GENERAL MOTORS EMPLOYEES DOMESTIC GROUP
PENSION TRUST
By: /s/ JOHN P. O'REILLY, JR.
-------------------------------------
Name: John P. O'Reilly, Jr.
Title: Executive Vice President
SANKATY ADVISORS, LLC 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
HANOVER SQUARE CLO LTD.
By: Blackstone Debt Advisors L.P. as
Attorney-in-Fact
By: /s/ DEAN CRIARES
-------------------------------------
Name: Dean Criares
Title: Managing Director
ING INVESTMENTS, LLC
By: /s/ MICHAEL PRINCE
-------------------------------------
Name: Michael Prince, CFA
Title: Vice President
PILGRIM AMERICA HIGH INCOME INVESTMENTS LTD.
By: ING Investments, LLC, as its
investment manager
By: /s/ MICHAEL PRINCE
-------------------------------------
Name: Michael Prince, CFA
Title: Vice President
ML CLO XX PILGRIM AMERICA (CAYMAN) LTD
By: ING Investments, LLC, as its
investment manager
By: /s/ MICHAEL PRINCE
-------------------------------------
Name: Michael Prince, CFA
Title: Vice President
PILGRIM CLO 1999-1 LTD
By: ING Investments, LLC as its
investment manager
By: /s/ MICHAEL PRINCE
-------------------------------------
Name: Michael Prince, CFA
Title: Vice President
ING PRIME RATE TRUST
By: ING Investments, LLC as its
investment manager
By: /s/ MICHAEL PRINCE
-------------------------------------
Name: Michael Prince, CFA
Title: Vice President
SEQUILS - PILGRIM I, LTD
By: ING Investments, LLC as its
investment manager
By: /s/ MICHAEL PRINCE
-------------------------------------
Name: Michael Prince, CFA
Title: Vice President
J. H. WHITNEY MARKET VALUE FUND, L.P.
By: /s/ MARC S. DIAGONALE
-------------------------------------
Name: Marc S. Diagonal
Title: Authorized Signatory
K2H SOLEIL-2 LLC
By: /s/ ROWENA SMITH
-------------------------------------
Name: Rowena Smith
Title: Authorized Agent
LCM I LIMITED PARTNERSHIP
By: Lyon Capital Management, LLC, as
Attorney-in-Fact
By: /s/ FARBOUD TAVANGAR
-------------------------------------
Name: Farboud Tavangar
Title: Senior Portfolio Manager
LIBERY FLOATING RATE ADVANTAGE FUND
By: Stein Roe & Farnham Incorporated,
as Advisor
By: /s/ JAMES R. FELLOWS
-------------------------------------
Name: James R. Fellows
Title: Senior Vice President and Portfolio
Manager
LONG LANE MASTER TRUST IV
By: Fleet National Bank as Trust
Administrator
By: /s/ ROGER ACKERMAN
-------------------------------------
Name: Roger Ackerman
Title: Director
MAGMA CDO LTD
By: /s/ KAITLIN TRINH
-------------------------------------
Name: Kaitlin Trinh
Title: Fund Controller
MASSMUTUAL HIGH YIELD PARTNERS II, LLC
By: HYP Management, Inc. as Managing
Member
By: /s/ MARY ANN MCCARTHY
-------------------------------------
Name: Mary Ann McCarthy
Title: Managing Director
MOUNTAIN CAPITAL CLO 1 LTD
By: /s/ DARREN P. RILEY
-------------------------------------
Name: Darren P. Riley
Title: Director
MOUNTAIN CAPITAL CLO 11 LTD
By: /s/ DARREN P. RILEY
-------------------------------------
Name: Darren P. Riley
Title: Director
OXFORD STRATEGIC INCOME FUND
By: Eaton Vance Management as Investment
Advisor
By: /s/ PAYSON F. SWAFFIELD
-------------------------------------
Name: Payson F. Swaffield
Title: Vice President
PB CAPITAL CORPORATION, as a Lender
By: /s/ JEFFREY FROST
-------------------------------------
Name: Jeffrey Frost
Title: Managing Director/Portfolio Management
By: /s/ ANDREW SHIPMAN
-------------------------------------
Name: Andrew Shipman
Title: Assistant Vice President/Portfolio
Management
PERSEUS CDO I LIMITED
By: David L. Babson & Company Inc. under
delegated authority from Massachusetts
Mutual Life Insurance Company as
Portfolio Manager
By: /s/ MARY ANN MCCARTHY
-------------------------------------
Name: Mary Ann McCarthy
Title: Managing Director
PPM SHADOW CREEK FUNDING LLC
By: /s/ ANN E. MORRIS
-------------------------------------
Name: Ann E. Morris
Title: Assistant Vice President
PROVIDENT BANK OF MARYLAND
By: /s/ SAMUEL B. BAYNE, JR.
-------------------------------------
Name: Samuel B. Bayne, Jr.
Title: Vice President
SANKATY ADVISORS, LLC as Collateral Manager
for Race Point CLO, Limited, as Term Lender
By: /s/ DIANE J. EXTER
--------------------------------------
Name: Diane J. Exter
Title: Manager Director
Portfolio Manager
SENIOR DEBT PORTFOLIO
By: Boston Management and Research as
Investment Advisor
By: /s/ PAYSON F. SWAFFIELD
--------------------------------------
Name: Payson F. Swaffield
Title: Vice President
SIMSBURY CO., LIMITED
By: David L. Babson & Company, Inc. under
delegated authority from Massachusetts
Mutual Life Insurance Company as
Collateral Manager
By: /s/ MARY ANN MCCARTHY
--------------------------------------
Name: Mary Ann McCarthy
Title: Managing Director
STANWICH LOAN FUNDING LLC
By: /s/ ANN E. MORRIS
--------------------------------------
Name: Ann E.Morris
Title: Assistant Vice President
STEIN ROE & FARNHAM CLO I LTD.
By: Stein Roe & Farnham Incorporated, as
Portfolio Manager
By: /s/ JAMES R. FELLOWS
--------------------------------------
Name: James R. Fellows
Title: Senior Vice President and Portfolio
Manager
STEIN ROE FLOATING RATE LIMITED LIABILITY
COMPANY
By: Stein Roe & Farnham Incorporated, as
Advisor
By: /s/ JAMES R. FELLOWS
--------------------------------------
Name: James R. Fellows
Title: Senior Vice President and Portfolio
Manager
TORONTO DOMINION (NEW YORK), INC.
By: /s/ SUSAN K. STRONG
--------------------------------------
Name: Susan K. Strong
Title: Vice President
TUSCANY CDO, LIMITED
By: PPM America, Inc., as Collateral
Manager
By: /s/ DAVID C. WAGNER
--------------------------------------
Name: David C. Wagner
Title: Managing Director
WHITNEY PRIVATE DEBT FUND, LP
By: /s/ MARC S. DIAGONALE
--------------------------------------
Name: Marc S. Diagonale
Title: Authorized Signatory
ACKNOWLEDGMENT AND CONSENT
Each of the undersigned hereby acknowledges and consents to the foregoing
Third 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: /s/ Thomas E. Kiraly
------------------------------
Name: Thomas E. Kiraly
Title: 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: /s/ Thomas E. Kiraly
------------------------------
Name: Thomas E. Kiraly
Title: Vice President
CONCENTRA MANAGED CARE BUSINESS TRUST
By: /s/ Thomas E. Kiraly
------------------------------
Name: Thomas E. Kiraly
Title: Authorized Agent
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/ Thomas E. Kiraly
------------------------------
Name: Thomas E. Kiraly
Title: Executive Vice President and Chief
Financial Officer
CONCENTRA PREFERRED SYSTEMS, INC.
By: /s/ Thomas E. Kiraly
------------------------------
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: Executive Vice President and Chief
Financial Officer
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/ Thomas E. Kiraly
------------------------------
Name: Thomas E. Kiraly
Title: Authorized Agent
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., as
its 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