Exhibit 10.30
AMENDMENT NO. 2 TO
STOCKHOLDERS AGREEMENT
AMENDMENT NO. 2 TO STOCKHOLDERS 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 Stockholders 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 "Stockholders") are parties to a Stockholders Agreement dated
as of August 17, 1999 (the "Stockholders 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 Stockholders Agreement was amended by Amendment No.
1 thereto dated as of November 1, 2001 to provide for certain matters relating
to such shares and such warrants;
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 Stockholder 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
Stockholder on Schedule I or Schedule II hereto, as the case may be;
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) holders of a majority in interest of the Company
Capital Stock currently held
1
by the Schedule I Purchasers and (ii) holders of a majority in interest of the
Company Capital Stock currently held by the FFC Purchasers; and
WHEREAS, the parties hereto desire to execute and deliver this Amendment in
order to fulfill such condition and to provide for certain 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 Stockholders Agreement. The Stockholders Agreement
is amended as follows:
(a) Section I (1) of the Stockholders Agreement is amended by
deleting the definition of New Common Shares appearing therein and adding the
following new definition in lieu thereof:
"'New Common Shares' means 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. 2 to this Agreement dated
as of November 20, 2002."
(b) Section VIII (1) of the Stockholders Agreement is amended by
deleting the text "held by such Stockholder as of the Effective Date" appearing
in the introductory clause thereof and inserting the text "held by such
Stockholder as of November 20, 2002" (the "Second Amendment Effective Date")" in
lieu thereof.
(c) Section VIII (1) of the Stockholders Agreement is amended by
deleting the text "held by such Stockholder on the date hereof" appearing in the
proviso at the end of said Section and inserting the text "held by such
Stockholder on the Second Amendment Effective Date" in lieu thereof.
(d) Section IX of the Stockholders Agreement is amended by deleting
the text "held by the Schedule I Purchasers on the Effective Date" appearing
therein and inserting the text "held by the Schedule I Purchasers on the Second
Amendment Effective Date" in lieu thereof.
(e) All references to "FFT" or to the "FFT Purchasers" contained in
the Stockholders 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.
2
(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.
(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 Stockholders Agreement.
IN WITNESS WHEREOF, each of the parties hereto has executed this Amendment
No. 2 to Stockholders 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]
3
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:
Title:
NASSAU CAPITAL PARTNERS IV, L.P.
By: /s/ Robert Honstein
--------------------------------------
Name:
Title:
NAS PARTNERS LLC
By: /s/ Robert Honstein
--------------------------------------
Name:
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